/raid1/www/Hosts/bankrupt/TCR_Public/160613.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, June 13, 2016, Vol. 20, No. 165
Headlines
143 GROUP: Disclosure Statement Okayed; Plan Hearing on July 14
ABC DISPOSAL: Fire Insurance Proceeds Will be Used for Repairs
AFFINITY HEALTHCARE: Court Enters 7th Interim Financing Order
ALFRED FUELING: S&P Puts 'B' CCR on CreditWatch Positive
ALLEN ACADEMY: S&P Cuts Rating on 2013 Public School Bonds to CC
AMERICAN GILSONITE: S&P Lowers Rating to 'CCC' on Limited Liquidity
ANACOR PHARMACEUTICALS: Stockholders Elect 3 Directors
ARCH COAL: Sells Unit's Membership Interest in Millennium to LHR
AV HOMES: S&P Affirms 'B-' CCR & Hikes Unsec. Notes Rating to 'B'
AVSC HOLDING: S&P Puts 'B' CCR on CreditWatch Positive
AWR WHOLESALE: Voluntary Chapter 11 Case Summary
AXION INTERNATIONAL: Plan Declared Effective
BEAR CREEK: Final Cash Collateral Hearing Scheduled for June 22
BEVERLY GRUARIN: Plan Pays 1% to Unsecured Claims
BILL BARRETT: S&P Hikes CCR to B- After Debt-for-Equity Exchange
BINITA & SAPNA: Ridgestone Bank Undersecured by More than 50%
BIRDSTONE, INC.: Gets Interim Access to Lenders' Cash Collateral
BLUFF CITY: Inks Consensual Cash Collateral Deal with Truimph Bank
BLUFF CREEK: Court Allows Access to NEWAMCO's Cash Collateral
BON-TON STORES: Incurs $37.8 Million Net Loss in First Quarter
BONANZA CREEK: Stockholders Reelect Two Directors
BONANZA CREEK: To Pay Borrowing Base Deficiency in Installment
C & D PRODUCE: Wants Use of Cash Collateral Continued to Sept. 26
CAESARS ENTERTAINMENT: Inks Restructuring Support Agreement
CALTEX WATER: Court Dismisses Motion for Plan Filing Extension
CAPITOL LAKES: Judge Martin Extends Cash Collateral Use to July 1
CHAPARRAL ENERGY: Milbank Tweed Represents Ad Hoc Committee
CHEFS' WAREHOUSE: S&P Assigns 'B' CCR, Outlook Positive
CHESAPEAKE ENERGY: S&P Lowers Corporate Credit Rating to 'SD'
CLIFFS NATURAL: Essar Settlement Gets Bankruptcy Court Approval
CNO FINANCIAL: S&P Affirms 'BB+' Counterparty Credit Rating
COMMUNICATIONS SALES: Fitch Rates New $150MM Sec. Notes 'BB+'
CONSTELLATION ENTERPRISE: Committee Opposes DIP Financing Bid
CONSTELLATION ENTERPRISE: Proposes to Sell CSC Assets
CONTOURGLOBAL POWER: S&P Raises CCR to 'BB-', Outlook Stable
CROWNE GROUP: S&P Affirms Then Withdraws 'B' CCR
CUMULUS MEDIA: Stockholders Elect Seven Directors
DAVID F. YARNALL: Unsecureds to Recoup 10% Under Plan
DESERT SPRINGS: Asks Court to Bless Cash Collateral Proposal
DIAMOND 1 FINANCE: Fitch Rates Unsecured Notes Offering 'BB+'
DRAFTDAY FANTASY: Changes Name to "Function(x) Inc."
ECOSPHERE TECHNOLOGIES: Maturity of $5.5M Debt Extended to 2017
EMPIRE RESORTS: Kien Huat Commits to Provide $525M Financing
ETERNAL ENTERPRISE: A Theft, a Trustee Request, and Now a Fire
EVERGREEN FINANCIAL: Court Grants Bid to Dismiss Appeal as Moot
FINJAN HOLDINGS: Has License and Settlement Pact with Proofpoint
FRONTIER SALOON: Case Summary & 4 Unsecured Creditors
GABRIEL ENTERPRISES: Judge Papalia Dismisses Rent Receiver
GASTAR EXPLORATION: BlackRock Reports 4.9% Stake as of May 31
GAWKER MEDIA: Case Summary & 20 Largest Unsecured Creditors
GAWKER MEDIA: Ch. 11 Filing Shows Future in Doubt
GAWKER MEDIA: Seeks Extension of Stay to Non-Debtor Defendants
GONZALEZ GROUP: Denied Access to Comerica's Cash Collateral
GREENSHIFT CORP: KCG Americas Owns 37,614 Common Shares
GREENSHIFT CORP: Minority Interest Reports 9.9% Stake
GROVE PLAZA: Gets Interim Okay to Use Lender's Cash Collateral
GUIDED THERAPEUTICS: Signs Licensing Agreement for LuViva
GULFMARK OFFSHORE: Stockholders Elect Nine Directors
HARRINGTON & KING: Final Cash Collateral Hearing Set for July 27
HCSB FINANCIAL: Joseph Stieven Reports 6.12% Stake as of April 11
HODA SAMUEL: Government's Bid to Stay Action Granted
HONEYCOMB CAPITAL: Plan Pays Unsecureds $1,000 Monthly for 5 Yrs
INTERVENTION ENERGY: Court Denies Bids to Dismiss Ch. 11 Cases
ISTAR INC: S&P Assigns 'B+' Rating on $450MM Sr. Sec. Term Loan
J G SOLIS: Wants Access to Wells Fargo's Cash Collateral
KEFALOS, INC: Replacement Liens Are All Debtor Can Offer Secureds
KRISTAL C. OWENS−GAYLE: July 21 Hearing to Approve Plan Outline
KU6 MEDIA: Extraordinary General Meeting Set for July 8
KUM GANG: Unsecureds to Recoup 3% Under 2nd Amended Plan
LABORATORIO ACROPOLIS: Case Summary & 18 Top Unsecured Creditors
LEO MOTORS: Acquires 50% Interest in Lelcon Co.
LEO MOTORS: Has Resale Prospectus of 42.5 Million Common Shares
LEO MOTORS: May Issue 3 Million Shares Under Incentive Plan
LIFE PARTNERS: Files Third Amended Bankruptcy Plan
LJD LIMITED: Voluntary Chapter 11 Case Summary
LPATH INC: Effects 1-for-14 Reverse Stock Split
LPATH INC: Stockholders Elect Five Directors
LUCA INTERNATIONAL: Plan to Pay Unsecured Vendor Claims 50%
MARIA DAHER-RUVALCABA: Nevada Judge Confirms Plan
MARIANA ISLANDS CPA: Fitch Affirms B+ Rating on 1998A Airport Bonds
MARIANA ISLANDS CPA: Fitch Affirms BB- Rating on Seaport Bonds
MASSENGILL TIRE: Has Cash Collateral Deal with First Volunteer Bank
MICHAEL HAT: 9th Circ. Grants Appeal, Reverses Suit Dismissal Order
MINERVA CHIROPRACTIC: Unsecureds to Split $5,000 Cash Pool
MORGANS HOTEL: JV Sells Interest in Mondrian South Beach
MOUNTAIN PROVINCE: BlackRock Reports 10.2% Stake as of May 31
NEONODE INC: Stockholders Reelect John Reardon as Director
NET ELEMENT: Opts to Exchange $200,000 for 99,025 Shares
NEW BEGINNINGS: Exclusive Plan Filing Period Extended to Oct. 7
NEW RESIDENTIAL: Moody's Affirms 'B1' Corporate Family Rating
NEW YORK LIGHT: Plan Confirmation Hearing Set for July 20
NOAH ELI ESTRADA: Plan Confirmation Hearing Set for July 7
NOVA PHARMACEUTICALS: Offering 581,423 Common Shares
NOVABAY PHARMACEUTICALS: Has Resale Prospectus of 385,602 Shares
OCWEN FINANCIAL: Moody's Lowers CFR to 'B3', Outlook Negative
PARADIGM EAST: Case Summary & 6 Unsecured Creditors
PAUL BURGETTE MOHR: July 20 Disclosure Statement Hearing Set
PEABODY ENERGY: Committee Hires Morrison & Foerster as Counsel
PEABODY ENERGY: Committee Taps Spencer Fane as Local Counsel
PEARLMONT LLC: Disclosures Okayed; Plan Hearing on July 12
PENNGOOD LLC: Wants Plan Filing Deadline Moved by 120 Days
PERRY PETROLEUM: Voluntary Chapter 11 Case Summary
PRECIOUS CARGO: Unsecured Claims to Recoup 1% Under Plan
PSK REALTY: Unsecureds to Recoup 7% Under Plan
PUERTO RICO: Debt Package Faces Bipartisan Criticism
QRS RECYCLING: U.S. Trustee Forms 2-Member Committee
QUANTUM CORP: FMR LLC Hold 2.4 Million Common Shares
QUANTUM MATERIALS: Amends Licensing Pact with Arizona University
QUEST SOLUTION: Stockholders Elect Five Directors
RGL RESERVOIR: S&P Raises CCR to 'CCC+', Outlook Negative
ROMAN P OSADCHUK: Seeks to Hire Mohammed Shariff as Attorney
RUSSELL INVESTMENTS: Fitch Affirms 'BB' IDR, Outlook Stable
SA CAMINO BANDERA: Property Sale Moots Cash Collateral Request
SALON MEDIA: Dave Daley Resigns as Editor-In-Chief
SALON MEDIA: Signs Employment Agreement with CEO
SBA COMMUNICATIONS: S&P Affirms 'BB-' CCR, Outlook Stable
SCOTT SWIMMING: Maintains Access to Webster Bank's Cash Collateral
SKAGIT GARDENS: U.S. Trustee Forms 5-Member Committee
SMITH HEALTH CARE: Disclosure Statement Hearing Set for July 14
SNUGGLE PET: Wants Interim Okay to Use Cash Pledged to Hantz Bank
STEAMERS THREE: U.S. Trustee Unable to Appoint Committee
STONE ENERGY: Thomas Satterfield Reports 6% Stake as of June 2
SUNEDISON INC: Redid Boards at "Friday Night Massacre," Suits Say
TALL CITY: Wants Access to Wells Fargo's Cash Collateral
TEMI HOLDINGS: Case Transferred to South Carolina Court
TIAT CORPORATION: Obtains Access to Lenders' Cash Collateral
TITAN TEAM: Agrees with Synovus Bank to Consensual Wind-Down
TRIANGLE PETROLEUM: Incurs $94.1 Million Net Loss in Q1
UCI INT'L: U.S. Trustee Forms 7-Member Committee
UNI-PIXEL INC: Six Directors Elected to Board
UNITED CONTINENTAL: Fitch Retains BB Issuer Default Ratings
UNITED SUPPORT: Exclusive Plan Filing Deadline Moved to Sept. 13
VALEANT PHARMACEUTICALS: Pershing Square Reports 9% Stake
VERSO CORP: Exclusive Plan Filing Period Extended to Aug. 5
VERTELLUS SPECIALTIES: U.S. Trustee Forms 5-Member Committee
VIKING CONSTRUCTORS: U.S. Trustee Unable to Appoint Committee
VISTA ENVIRONMENTAL: U.S. Trustee Unable to Appoint Committee
VISUALANT INC: Must Pay $507,697 to Capital Source by December 12
WAYNE CHARTER: S&P Affirms 'BB+' Rating
WEST CORP: Plans to Sell $400 Million Senior Secured Notes
WEST CORP: Prices $400 Million 4.75% Sr. Secured Notes due 2021
WEST CORP: S&P Assigns 'BB' Rating on Proposed $400MM Sr. Notes
WHISTLER ENERGY: Court Approves $15-Mil. DIP Financing Arrangement
YELLOW CAB OF RENO: Aug. 10 Hearing to Approve Plan Disclosures
[] Reperowitz Joins McGlinchey's Commercial Litigation Practice
[^] BOND PRICING: For the Week from June 6 to 10, 2016
*********
143 GROUP: Disclosure Statement Okayed; Plan Hearing on July 14
---------------------------------------------------------------
U.S. Bankruptcy Court Judge C. Ray Mullins in the Northern District
of Georgia approved the amended disclosure statement explaining the
Amended Chapter 11 plan of 143 Group, LLC.
The Amended Plan documents were filed May 3, 2016.
July 6, 2016, is fixed as the last day for filing written
acceptances or rejections of the Debtor's Amended Plan. Written
objections to confirmation of the Amended Plan are also due that
day.
A hearing on confirmation of the Debtor's Plan will be held on July
14, 2016, at 11:00 a.m., in Courtroom 1203, U. S. Courthouse
(Richard B. Russell Building), 75 Ted Turner Drive, Atlanta,
Georgia.
At least three days prior to the scheduled hearing on confirmation
of the Plan, Attorney for the Debtor must file a Summary of the
Voting on the Plan.
About 143 Group
143 Group, LLC, based in Atlanta, Ga., filed a Chapter 11 petition
(Bankr. N.D. Ga. Case No. 14-73663) on December 1, 2014, and is
represented by:
Gai Lynn McCarthy, Esq.
KUMAR, PRABHU, PATEL & BANERJEE, LLC
Suite W311, 1117 Perimeter Center West
Atlanta, GA 30338
Tel: 678-443-2220
Fax: (678) 443-2230
E-mail: gmccarthy@kppblaw.com
In its petition, the Debtor listed total assets of $2.13 million
and total liabilities of $2.18 million. The petition was signed by
Glenda Johnson, sole shareholder.
ABC DISPOSAL: Fire Insurance Proceeds Will be Used for Repairs
--------------------------------------------------------------
The Honorable Joan N. Feeney entered an order last week authorizing
ABC Disposal Service, Inc., and its debtor-affiliates to use
insurance proceeds to repair their recycling facility located at
58-50 Cranberry Highway in Rochester, Mass., in a fire on May 13,
2016. Webster Bank, N.A., wanted the insurance proceeds to be used
to pay down the Debtors' secured debt. The Debtors' use of the
fire insurance proceeds will be subject to strict advance-notice
reporting obligations, and the Bank will have two business days to
run to court to object to any remediation expense it doesn't like.
Judge Feeney's order reaffirms Webster's postpetition replacement
liens.
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, filed voluntary chapter 11
petitions (Bankr. D. Mass. Case Nos. 16-11787 through 16-11792) 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.
Lawyers at Jager Smith P.C. represent the creditors' committee
appointed in the Debtors' cases.
AFFINITY HEALTHCARE: Court Enters 7th Interim Financing Order
-------------------------------------------------------------
The Honorable Julie A. Manning placed her stamp of approval on a
seventh interim order allowing Affinity Healthcare Management,
Inc., and its debtor-affiliates to continue selling their accounts
receivable to Revenue Management Solutions, LLC, granting RMS
postpetition liens (subject to an increasingly cash collateralized
$320,000 carve-out for professional fees and statutory fees) and
adequate protection and allowing Affinity to use cash collateral.
The Debtors sell receivables to RMS for about 80% of their face
amount. The Debtors and RMS dispute certain liens asserted the
U.S. Department of Housing and Urban Development.
To protect that State of Connecticut's rights of recoupment and
set-off rights, the Debtors have agreed to pay the State $50,000
per month as an inducement to the State's consent to the
postpetition financing arrangement.
Judge Manning will schedule another interim cash collateral hearing
next month.
Affinity Healthcare Management, Inc., and four debtor-affiliates
filed chapter 11 petitions (Bankr. D. Conn. Case Nos. 16-30043
through 16-30047) on Jan. 13, 2016. The Debtors operate four
skilled nursing facilities, and are represented by lawyers at
Pullman and Comley, LLC, in Bridgeport, Conn. At the time of the
filing, the debtors estimated their assets at less than $100,000
and their liabilities at less than $1 million. The U.S. Trustee
appointed a creditors' committee on Jan. 25, 2016. The creditors'
committee is represented by:
Mark I. Fishman, Esq.
Neubert, Pepe & Monteith, P.C.
195 Church Street, 13th Floor
New Haven, CT 06510
and RMS is represented by:
Stephen M. Kindseth, Esq.
Zeisler & Zeisler, P.C.
10 Middle Street, 15th Floor
Bridgeport, CT 06604
ALFRED FUELING: S&P Puts 'B' CCR on CreditWatch Positive
--------------------------------------------------------
S&P Global Ratings said that it has placed its 'B' corporate credit
rating on Alfred Fueling Systems Holdco Ltd. on CreditWatch with
positive implications.
S&P did not place its issue-level ratings on the company's senior
secured first- and second-lien credit facilities on CreditWatch
because S&P expects that the lenders will be paid in full due to
the change-of-control provision in their credit agreement.
"The CreditWatch placement follows Dover's announcement that it has
entered into a definitive agreement to acquire Alfred Fueling
Systems Holdco Ltd. (doing business as Wayne Fueling Systems) for
$780 million in cash," said S&P Global credit analyst Tyrell
Peebles. The transaction -- which S&P expects will close in the
second half of 2016 -- is subject to customary closing conditions,
including regulatory approval. S&P anticipates that Dover will
fund the transaction with a combination of cash on hand and
incremental debt. Upon the close of the transaction, Alfred
Fueling Systems will become part of the financially stronger Dover
Corp.
S&P expects to resolve the CreditWatch placement when the
transaction closes, at which time S&P will likely raise its
corporate credit rating on Alfred Fueling Systems to equalize it
with S&P's rating on Dover Corp. S&P would then likely withdraw
all of its ratings on Alfred Fueling Systems.
Alternatively, if the transaction is not completed, S&P will review
its ratings on Alfred Fueling and -- most likely -- affirm and
remove them from CreditWatch.
ALLEN ACADEMY: S&P Cuts Rating on 2013 Public School Bonds to CC
----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating five notches to
'CC' from 'B-' on Allen Academy, Mich.'s series 2013 public school
academy revenue bonds. The outlook is negative.
"The downgrade and negative outlook reflect our view that given the
non-renewal of the charter and expected closure of the school on
June 30, 2016, there is a virtual certainty of default within the
next 24 months," said S&P Global Ratings credit analyst Ryan
Quakenbush. "We expect that the bonds will likely default within
the next 24 months given that the charter school will not have
access to operating revenue once it ceases to operate and the state
of Michigan's fiscal year ends; August will be the final month that
the school will receive state funds. We understand from the
authorizer that school management continues to seek alternatives,
but at this time, the likelihood of the school operating beyond
June 2016 is very slim," Mr. Quakenbush added.
The authorizer states that the school is expected to close on June
30, 2016, and does not plan to open for the 2016-2017 school year.
Students are expected to return to their local district schools or
attend other charter schools.
The charter authorizer, Ferris State University, voted unanimously
for non-renewal of the school's charter in May 2016. The decision
was based on the academy's continued low academic performance,
which placed five of the seven grades tested in either the bottom 1
or 2 percentile of the state. Furthermore, the vote of non-renewal
was a result of the rapid deterioration in the academy's financial
performance, with fiscal 2015 operations resulting in bond covenant
violations of annual debt service coverage and days' cash on hand.
For fiscal 2016, the school is expected to post an even larger
deficit than in fiscal 2015 and end the year with virtually no
cash.
AMERICAN GILSONITE: S&P Lowers Rating to 'CCC' on Limited Liquidity
-------------------------------------------------------------------
S&P Global Ratings said it downgraded Bonanza, Utah-based uintate
producer American Gilsonite Co. to 'CCC' from 'CCC+'. The outlook
is negative.
At the same time, S&P lowered its issue-level rating on the
company's senior secured notes to 'CCC' from 'CCC+'. The '4'
recovery rating on the debt is unchanged, indicating S&P's
expectation of average (30%-50%; upper half of the range) recovery
of principal and interest if a payment default occurs.
The downgrade reflects American Gilsonite's weak operating
performance and tenuous liquidity position. S&P expects the
company's operating cash flows to remain negative over at least the
next 12 months due to reduced demand for drilling fluid additives
due to cutbacks in oil and gas drilling and completion activity.
As a result of American Gilsonite's diminished prospects for cash
flow generation, in S&P's view, the company's current liquidity
sources, including a cash balance of about $15 million as of March
31, 2016, are insufficient to meet the company's obligations,
including about $30 million of interest payments, over the next 12
months.
The highly leveraged financial risk profile assessment reflects
S&P's expectation that leverage will increase to above 20x, funds
from operations (FFO) to debt will remain negative, and EBITDA
interest coverage will remain less than 1x over the next 12 months.
S&P's forecast incorporates its expectation for gradual
improvement in oil and natural gas prices through 2018, based on
S&P Global Ratings' oil and gas price deck. S&P's highly leveraged
assessment also incorporates the application of its criteria for
sponsor-controlled companies, and although unlikely given current
operating conditions, S&P notes the potential for aggressive
financial policies in the future, such as debt-financed dividend
distributions.
The negative outlook reflects S&P's expectation that American
Gilsonite will exhaust its sources of liquidity within the next 12
months. S&P expects cash flows from operations to remain negative
due to reduced drilling and completion activity and weak demand for
drilling fluid additives.
S&P could lower ratings if a default, distressed exchange, or
redemption appeared inevitable within six months. This could occur
if demand remains weak, resulting in further cash and revolving
credit facility usage, or if the company breaches its financial
covenants.
S&P could raise ratings if it deemed liquidity to be adequate. This
could occur if American Gilsonite bolstered its liquidity position
and S&P did not anticipate a specific default scenario over the
next 12 months.
ANACOR PHARMACEUTICALS: Stockholders Elect 3 Directors
------------------------------------------------------
The 2016 annual meeting of stockholders of Anacor Pharmaceuticals,
Inc., was held on June 7, 2016, at which the stockholders:
(i) elected, as a Class III Director, Paul L. Berns to serve on
the Board until the 2019 Annual Meeting of Stockholders or
until his successor is duly elected and qualified;
(ii) elected, as a Class III Director, Lucy Shapiro, Ph.D. to
serve on the Board until the 2019 Annual Meeting of
Stockholders or until her successor is duly elected and
qualified;
(iii) elected, as a Class III Director, Wendell Wierenga, Ph.D.
to serve on the Board until the 2019 Annual Meeting of
Stockholders or until his successor is duly elected and
qualified;
(iv) ratified the appointment of Ernst & Young LLP as the
independent registered public accounting firm of the
Company for the year ending Dec. 31, 2016;
(v) approved, on a non-binding, advisory basis, the
compensation of the Company's named executive officers as
disclosed in the Company's Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange
Commission on April 29, 2016; and
(vi) re-approved the Section 162(m) performance goals under the
Company's 2010 Equity Incentive Plan.
On June 7, 2016, the Board of Directors of Anacor Pharmaceuticals,
Inc. approved an amendment and restatement of the Company's bylaws,
effective immediately, adopting a majority voting standard for the
election of directors in uncontested elections. Under the Amended
and Restated Bylaws, a director nominee shall be elected if the
nominee receives a majority of the votes cast with respect to that
nominee's election in an uncontested election at any meeting for
the election of directors at which a quorum is present. In a
contested election (where the number of nominees for director
exceeds the number of directors to be elected), the directors shall
be elected by a plurality of the votes of the shares present in
person, by remote communication, if applicable, or represented by
proxy at the meeting and entitled to vote generally on the election
of directors.
On June 7, 2016, the Board also adopted a Director Resignation
Policy requiring any incumbent director nominee who fails to
receive a majority of the votes cast in an election that is an
uncontested election to immediately tender his or her resignation
to the Board.
About Anacor Pharmaceuticals
Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform. Anacor has discovered eight compounds
that are currently in development. Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.
Anacor reported a net loss of $61.2 million on $82.4 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $87.1 million on $20.7 million of total revenues for the
year ended Dec. 31, 2014.
As of March 31, 2016, Anacor had $164 million in total assets, $119
million in total liabilities, $49,000 in redeemable common stock
and $44.6 million in total stockholders' equity.
ARCH COAL: Sells Unit's Membership Interest in Millennium to LHR
----------------------------------------------------------------
Arch Coal, Inc. and its subsidiaries seek the U.S. Bankruptcy
Court's authority allowing them to enter into and perform under the
Membership Interest Purchase Agreement under which Debtor Arch Coal
West, LLC, will sell and transfer 38% of its membership interest in
Millennium Bulk Terminals-Longview, LLC, to LHR Infrastructure,
LLC.
Millennium is a joint venture created to develop, own, lease and
operate a bulk cargo port and terminal facility in Longview,
Washington, on the Columbia River. Arch Coal West currently owns a
38% membership interest in Millennium and LHR owns the other 62%.
Arch Coal is currently in the process of obtaining approvals for
and constructing the Terminal, which sits on land that is leased to
Millennium by Northwest Alloys, Inc.
Arch Coal West has obtained under the Debtors' securitization
facility (a) a letter of credit in the amount of $10 million to
secure Millennium’s obligations under the Ground Lease and (b) a
letter of credit to secure Millennium's obligations to the Army
Corps of Engineers under a wetlands mitigation credit reservation
and purchase agreement in the amount of $756,580 at a cost of
approximately $250,000 per year.
The sale of the Membership Interests will relieve Arch Coal West of
the obligation to make periodic capital contributions to
Millennium. Additionally, Arch Coal, Inc., will enter into an
agreement to receive an option to utilize up to 10% of the
throughput capacity of the Terminal for a period of ten years, with
the option to extend such period for two additional five-year
terms, at a cost no less favorable than any other customer of the
Terminal with a throughput contract with term business.
As a condition to the Millennium Sale, Arch Coal West has agreed to
continue to maintain the Letters of Credit through December 31,
2019, with Millennium reimbursing the fees and other costs of the
maintenance up to a maximum of $400,000 per year and agreeing to
immediately reimburse any draws with respect to such Letters of
Credit. As a further condition to the Millennium Sale, Northwest
Alloys has provided its consent to the sale and thus waive its
right to immediately draw the Northwest Alloys LC.
The Debtors believe that the Millennium Sale will benefit their
estates by enhancing their liquidity, reducing the risk that the
Northwest Alloys LC will be drawn and preserving the Debtors' right
to a portion of the Terminal's throughput services, and given that
under Millennium's operating agreement, a sale of the Millennium
Interests to a third party would be subject to a right of first
refusal of LHR. Accordingly, the Debtors have concluded that the
Millennium Sale is fair and reasonable, and that the Millennium
Sale is in the best interests of the Debtors' estates and
creditors.
Counsel to the Debtors and Debtors in Possession:
Marshall S. Huebner, Esq.
Brian M. Resnick, Esq.
Michelle M. McGreal, Esq.
Kevin J. Coco, Esq.
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 607-7983
Email: marshall.huebner@davispolk.com
brian.resnick@davispolk.com
michelle.mcgreal@davispolk.com
kevin.coco@davispolk.com
-- and --
Lloyd A. Palans, Esq.
Brian C. Walsh, Esq.
Cullen K. Kuhn, Esq.
Laura Uberti Hughes, Esq.
BRYAN CAVE LLP
One Metropolitan Square
211 N. Broadway, Suite 3600
St. Louis, Missouri 63102
Telephone: (314) 259-2000
Facsimile: (314) 259-2020
Email: lapalans@bryancave.com
brian.walsh@bryancave.com
ckkuhn@bryancave.com
laura.hughes@bryancave.com
About Arch Coal
Founded in 1969, Arch Coal, Inc. is a producer and marketer of coal
in the United States, with operations and coal reserves in each of
the major coal-producing regions of the Country. As of January
2016, it was the second-largest holder of coal reserves in the
United States, owning or controlling over five billion tons of
proven and probable reserves. As of the Petition Date, Arch
employed approximately 4,600 full and part-time employees.
Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016. The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debt
of $6.45 billion. Judge Charles E. Rendlen III has been assigned
the case.
The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and Prime
Clerk LLC as notice, claims and solicitation agent.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee has retained Kramer Levin Naftalis &
Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley
Research Group, LLC as financial advisor; Jefferies LLC as
investment banker; and Blackacre LLC as coal consultant.
AV HOMES: S&P Affirms 'B-' CCR & Hikes Unsec. Notes Rating to 'B'
-----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B-' corporate credit
rating on AV Homes Inc. The outlook is stable.
At the same time, S&P raised the issue-level rating on the
company's senior unsecured notes to 'B' from 'B-' and revised the
recovery rating on the notes to '2' from '3'. The '2' recovery
rating indicates S&P's expectation for meaningful (70%-90%; lower
end of the range) recovery in the event of a payment default.
"The stable outlook reflects our expectation that AV Homes will
control sufficient land and liquidity to expand its homebuilding
platform and generate meaningful EBITDA growth over the next year,"
said S&P Global Ratings credit analyst Thomas O'Toole. "We project
debt to EBITDA to improve but remain over 5x."
S&P could lower the rating if liquidity becomes constrained,
covenant headroom tightens, or EBITDA growth fails to meaningfully
cover interest obligations over the next 12 months. This could
happen if there is a housing slowdown in any of the company's few
markets.
S&P considers an upgrade unlikely in the next 12 months. Longer
term, S&P could raise the rating if AV can successfully expand its
community count and generate enough operating leverage to reduce
debt to EBTIDA below 5x or expand its geographic diversity, perhaps
through acquisition, while maintaining adequate liquidity.
AVSC HOLDING: S&P Puts 'B' CCR on CreditWatch Positive
------------------------------------------------------
S&P Global Ratings said it placed its ratings, including the 'B'
corporate credit rating, on AVSC Holding Corp. on CreditWatch with
positive implications.
"The CreditWatch placement follows AVSC's announcement earlier this
week that it has launched the roadshow for its IPO," said S&P
Global Ratings credit analyst Heidi Zhang. The company plans to
use the IPO proceeds to repay its $180 million second-lien debt and
keep the remainder on its balance sheet. Pro forma the repayment
of second-lien debt, S&P expects adjusted leverage (includes
nonrecurring costs, including those related to the IPO) to decrease
to about 4.9x from 6.1x as of March 31, 2016. S&P believes
leverage could decline further to the low- to mid-4x area over the
next 12 months due to EBITDA growth. The company grew 4.2% in the
first quarter of 2016, and S&P expects it to perform at a similar
mid-single-digit percentage rate for the year. Although the
company's financial sponsor will still have majority ownership
after the IPO completion, S&P believes the sponsor will gradually
reduce its ownership in the company.
"The CreditWatch placement reflects our view that we could raise
our ratings on AVSC after the company completes the IPO and repays
the second-lien debt," said Ms. Zhang. "We will likely resolve the
CreditWatch placement after we review the company's business
outlook, new capital structure, and financial policy once the IPO
and debt repayment have been completed."
AWR WHOLESALE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: AWR Wholesale Inc.
436 Lafayette Street
New York, NY 10003
Case No.: 16-11691
Chapter 11 Petition Date: June 9, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Gilbert A. Lazarus, Esq.
LAW OFFICE OF GILBERT A. LAZARUS, PLLC
92-12 68th Avenue
Forest Hills, NY 11375
Tel: 917-417-3795
E-mail: gillazarus@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Alan Moss, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
AXION INTERNATIONAL: Plan Declared Effective
--------------------------------------------
BankruptcyData.com reported that Axion International Holdings'
Joint Plan of Liquidation became effective, and the Company emerged
from Chapter 11 protection. The Court confirmed the Plan on June 9,
2016. According to documents filed with the Court, "On the
Effective Date, the transfer of the Settlement Trust Assets to the
Settlement Trust will be a legal, valid and effective transfer of
the Settlement Trust Assets, and will vest the Settlement Trust
with all rights, title and interests in and to the Settlement Trust
Assets, free and clear of all Liens/Claims except for the claims of
the Settlement Trust beneficiaries and the Settlement Trustee
pursuant to the Settlement Trust Agreement and Plan. By
confirmation of the Plan, the Debtors seek to convey the Acquired
Assets to the Purchaser and in connection therewith the Debtors
have: (a) demonstrated good, sufficient, and sound business
purposes for the Sale; (b) appropriately exercised their business
judgment in connection with the Sale, including the designation of
the Kronstadt Parties as the Successful Bidder as authorized
pursuant to the Sale Procedures Order; and (ii) the Asset Purchase
Agreement presents the best opportunity to realize the value of the
Acquired Assets. The Plan constitutes a liquidating chapter 11 plan
for the Debtors. The Plan further provides for the termination of
all Equity Interests in the Debtors, the dissolution and wind-up of
the affairs of the Debtors, and the transfer of any remaining
Estate Assets to the Settlement Trust. Two of the Debtors will be
dissolved under applicable law as soon as practicable upon the
closing of the Chapter 11 Cases. The Liquidating Debtor will not
dissolve until all of the Retained Assets have been distributed and
all claims objections finally adjudicated." This polymer
manufacturer filed for Chapter 11 protection on December 2, 2015,
listing $18 million in pre-petition assets.
About Axion International
Axion International, Inc., et al., manufacture, market and sell
structural products and building materials, with an emphasis on
railroad ties and construction mats. As of Dec. 2, 2015, Axion had
70 employees.
Axion International Holdings, Inc., is a publicly-traded company
(AXIH), organized under Colorado law, with executive offices
located in Zanesville, Ohio. As of the Petition Date, Holdings
had
54,121,611 shares of common stock, par value $0.016 per share,
traded on the OTCC Bulletin Board.
Axion International, Inc., Axion International Holdings, Inc. and
Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12415) on Dec. 2, 2015.
The petitions were signed by Donald W. Fallon, the CFO and
treasurer. Judge Christopher S. Sontchi has been assigned to the
cases.
The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.
The Debtors tapped Bayard, P.A., as counsel. Greenberg Traurig LLP
serves as special counsel. Epiq Bankruptcy Solutions, LLC serves
as the Debtors' claims and noticing agent.
The Official Committee of Unsecured Creditors is represented by
Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson,
Esq., at the Law Offices of Sandra Mayerson.
Community Bank is represented by Christopher P. Simon, Esq., and
Kevin S. Mann, Esq., at Cross & Simon, LLC.
BEAR CREEK: Final Cash Collateral Hearing Scheduled for June 22
---------------------------------------------------------------
Bear Creek Partners II, LLC, and Bear Creek Retail Partners II LLC,
entered into a Stipulation with their secured lender, DOV IV REIT
Holdings, LLC, permitting continued use of cash collateral securing
the Debtors' repayment of an obligation to the Lender. The parties
anticipate that the Debtors will use up to $310,462 through June
22, 2016.
DOV IV REIT Holdings, LLC, is represented by:
Lawrence P. Gottesman, Esq.
Kauren J. Pincus, Esq.
ALLEGAERT BERGER & VOGEL LLP
111 Broadway, 20th Floor
New York, NY 10012
Telephone (212) 571-0550
- and -
Eric D. Carlson, Esq.
James L. Allen, Esq.
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
1200 Campau Square Plaza
99 Monroe Ave., N.S.
Grand Rapids, MI 49503
Telephone (616) 454-8656
The Honorable John T. Gregg will convene a final cash collateral
hearing at 10:00 a.m. on June 22, 2016, in Grand Rapids, Mich.
About Bear Creek Partners
Bear Creek Partners II, L.L.C. and Bear Creek Retail Partners II
LLC filed chapter 11 petitions (Bankr. W.D. Mich. Case Nos.
16-02553 and 16-02554) on May 6, 2016. The Debtors are represented
by lawyers at Jaffe Raitt Heuer & Weiss, P.C., in SOuthfield, Mich.
Each debtor estimated between $10 million and $50 million of
assets and liabilities at the time of the filing. Lawyers at
Wardrop & Wardrop, P.C., represent the creditors' committee.
BEVERLY GRUARIN: Plan Pays 1% to Unsecured Claims
-------------------------------------------------
Beverly Gruarin filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania an Amended Disclosure Statement to
accompany its Amended Plan dated May 31, 2016.
According to the Disclosure Statement, there is a total of
$5,678.62 in general unsecured non-tax claims and $361,941.78 in
general unsecured tax claims. The Plan provides that general
unsecured claims will be paid an estimated total of $3,678.44.
This is an estimated 1% of unsecured claims. The Debtor shall pay
a lump sum payment of $3,678.44 on or before the fifth-year
anniversary of the effective date of this Plan.
The Debtor initiated this Chapter 11 case to reorganize her debts
after falling behind on her financial obligations as a result of
her inability to work for several months, and unexpected judgments
and statutory tax liens.
The Plan is to be implemented by the reorganized Debtor through
future income of the Debtor derived by her podiatry business.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/pawb13-25009-0210.pdf
Beverly Gruarin is a sole practitioner podiatrist. She also owns
and manages two residential rental properties. She filed for
Chapter 11 bankruptcy (Bankr. W.D. Pa. Case No. 13-25009) on
November 26, 2013. The Hon. Jeffery A. Deller presides over the
case.
BILL BARRETT: S&P Hikes CCR to B- After Debt-for-Equity Exchange
----------------------------------------------------------------
S&P Global Ratings raised the corporate credit rating on
Denver-based oil and gas exploration and production company Bill
Barrett Corp. to 'B-' from 'SD'. The rating outlook is negative.
At the same time, S&P raised the issue-level rating on the
company's 7.625% senior unsecured notes due 2019 to 'CCC' from 'D'.
The recovery rating on these notes remains '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.
The issue-level rating on the company's other senior unsecured
notes remains 'CCC' with a '6' recovery rating.
"The upgrade reflects our reassessment of the company's corporate
credit rating following the debt-for-equity exchange of its 7.625%
senior unsecured notes due 2019, and also reflects our expectation
that there will be no further distressed exchanges over the next 12
months," said S&P Global Ratings credit analyst Kevin Kwok.
The ratings on Bill Barrett reflect S&P's assessment of its
vulnerable business risk profile, highly leveraged financial risk
profile and adequate liquidity. S&P notes that senior unsecured
recovery ratings have not been affected by the senior unsecured
debt-to-equity exchange.
The negative outlook reflects S&P Global Ratings' view that Bill
Barrett Corp.'s leverage could increase to levels S&P views as too
high for the rating over the next year, although S&P expects
liquidity to remain adequate. S&P estimates funds from operation
(FFO)/debt will average about 15% in 2016, dropping to below 12%
next year as hedges roll off.
S&P could lower the ratings if it expected FFO/debt to remain well
below 12% for a sustained period, which would most likely occur if
production fell short of S&P's expectations. S&P could also lower
the rating if liquidity deteriorated such as if the company
breached a financial covenant and was unable to get a waiver.
S&P could consider revising the outlook to stable if Bill Barrett
were able to bring FFO/debt closer to 12% for a sustained period,
while maintaining adequate liquidity. This would most likely occur
if the company were able to complete additional noncore asset sales
and used proceeds to pay down debt.
BINITA & SAPNA: Ridgestone Bank Undersecured by More than 50%
-------------------------------------------------------------
The Honorable Deborah L. Thorne placed her stamp of approval on a
fourth interim cash collateral order authorizing Binita & Sapna
Corp. and 1511 North Avenue Corp. to use cash collateral pledged to
repay more than $700,000 to Ridgestone Bank.
The Debtors believe the property securing Ridgestone's debt is
slightly less than $300,000, and Ridgestone has file a motion to
modify the automatic stay.
Judge Thorne directs the Debtor to make a $10,804 adequate
protection payment to Ridgestone by June 23, 2016, and file its
Operating Reports with the U.S. Trustee by June 21 2016.
Ridgestone is granted postpetition replacement liens.
In support of its request, the Debtor showed the Court budgets
projecting
-- $131,550 in monthly revenues and $127,998 in monthly
expenses (including a $6,988 monthly payment to Ridgestone) for
Binita & Sapna; and
-- $136,750 in monthly revenues and 128,783 in monthly
expenses (including a $3,816 monthly payment to Ridgestone) for
1511 North Avenue.
Ridgestone can be reached at:
Ridgestone Bank
10 N. Martingale Rd., Suite 100
Schaumburg, IL 60173
and is represented by:
Michael W. Debre, Esq.
Chuhak & Teeson, P.C.
30 S. Wacker Dr., Suite 2600
Chicago, IL 60606
Binita & Sapna Corp. and 1511 North Ave. Corp. filed chapter 11
petitions (Bankr. N.D. Ill. Case No. 16-02143 and 16-02146) on Jan.
25, 2016, and are represented by Timothy C. Culbertson, Esq., in
Fox River Grove, Ill.
BIRDSTONE, INC.: Gets Interim Access to Lenders' Cash Collateral
----------------------------------------------------------------
Birdstone Inc. and Dovetail Inc. sought and obtained permission
from the Honorable John R. Gustafson to access cash collateral,
including rent receipts, pledged to secure repayment of obligations
to First Federal Bank of the Midwest.
Judge Gustafson grants the Bank a postpetition replacement lien and
directs the Debtors immediately pay the Bank $17,000 and deliver
$8,500 semi-monthly payments to the Bank.
First Federal Bank of the Midwest is represented by:
Steve Hubbard, Esq.
Hubbard Law Firm, LLC
110 Clinton Street
Defiance, OH 43512
Phone: 419-784-0055
E-mail: Steve@HubbardLawFirmLLC.net
Birdstone, Inc., and Dovetail Inc. filed chapter 11 petitions
(Bankr. N.D. Ohio Case Nos. 15-30551 and 15-30553) on Mar. 1, 2015,
and are represented by Steven L. Diller, Esq., at Diller and Rice,
LLC, in Van Wert, Ohio. At the time of the filings, the Debtors
estimated their liabilities at less than $10 million.
BLUFF CITY: Inks Consensual Cash Collateral Deal with Truimph Bank
------------------------------------------------------------------
Bluff City Sheet Metal, Inc., sought and obtained permission from
the U.S. Bankruptcy Court to access cash collateral securing
repayment of prepetition obligations to Triumph Bank.
The Bank will receive postpetition replacement liens and the Debtor
is directed to provide the Bank with weekly reports showing all
cash receipts and disbursements.
Triumph Bank is represented by:
Philip E. Mischke, Esq.
999 S. Shady Grove Road, Ste. 500
Memphis, TN 38120
Telephone: (901) 259-7100
E-mail: pmischke@farris-law.com
About Bluff City Sheet
Bluff City Sheet Metal, Inc., sought chapter 11 protection (Bankr.
W.D. Tenn. Case No. 16-24627) on May 17, 2016, and is represented
by John L. Ryder, Esq., at Harris Shelton Hanover Walsh, PLLC, in
Memphis. At the time of the filing, the Debtor estimated its
assets and liabilities in the range of $1 million to $10 million.
BLUFF CREEK: Court Allows Access to NEWAMCO's Cash Collateral
-------------------------------------------------------------
Bluff Creek Production, LLC, sought and obtained permission from
the Bankruptcy Court for
authority to use the collateral of NEWAMCO, LLC, for payment of its
operating expenses in accordance with a budget.
As reported in the Troubled Company Reporter on May 12, 2016,
NEWAMCO, LLC, has a lien from the assignment of a claim by Green
Bank, N.A. NEWAMCO, LLC, on all cash and accounts held by the
Debtor in the amount of approximately $6,750,000, and the Debtor
estimates the collateral securing repayment of that obligation is
worth approximately $12,000,000, thus
providing a substantial equity cushion.
NEWAMCO, LLC, is represented by:
Ross Spence, Esq.
Snow Spence Green LLP
2929 Allen Parkway, Suite 2800
Houston, TX 77019
The Court's order also directs Enterprise Crude Oil, LLC, to
turnover $51,371 to the Debtor's estate. Enterprise is represented
by:
Joseph Rovira, Esq.
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, TX 77002
About Bluff Creek
Bluff Creek Production, LLC, filed a chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 16-70045) on April 4, 2016, and is
represented by Jesse Blanco Jr., Esq., in San Antonio, Tex. The
Debtor disclosed total assets of $13.6 million and total debt of
$7.09 million at the time of the filing.
BON-TON STORES: Incurs $37.8 Million Net Loss in First Quarter
--------------------------------------------------------------
The Bon-Ton Stores, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $37.8 million on $591 million of net sales for the 13 weeks
ended April 30, 2016, compared to a net loss of $34.07 million on
$611 million of net sales for the 13 weeks ended May 2, 2015.
As of April 30, 2016, Bon-Ton had $1.51 billion in total assets,
$1.51 billion in total liabilities, and a $1.25 million total
shareholders' deficit.
At April 30, 2016, the Company had $7.8 million in cash and cash
equivalents and $244 million available under its Second Amended
Revolving Credit Facility (before taking into account the minimum
borrowing availability covenant under such facility). Excess
availability was $368.3 million as of the comparable prior year
period. The unfavorable excess availability comparison primarily
reflects increased direct borrowings to support the Company's
operations and, in part, to repay its mortgage facility during
fiscal 2015.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/0dK59f
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.
BONANZA CREEK: Stockholders Reelect Two Directors
-------------------------------------------------
Bonanza Creek Energy, Inc., held its annual meeting of stockholders
on June 6, 2016, at which the stockholders:
(a) re-elected Gregory P. Raih and James A. Watt as Class I
directors to serve on the Board for a term of office
expiring at the Company's 2019 annual meeting of
stockholders and until they are either re-elected or their
successor is duly elected and qualified;
(ii) ratified the selection of Hein & Associates LLP to serve as
the Company's independent registered public accounting firm
for the 2016 fiscal year; and
(iii) approved, on an advisory basis, the executive compensation
program for the Company's named executive officers.
About Bonanza Creek
Bonanza Creek is an independent energy company engaged in the
acquisition, exploration, development and production of onshore oil
and associated liquids-rich natural gas in the United States.
Bonanza Creek Energy, Inc. was incorporated in Delaware on Dec. 2,
2010, and went public in December 2011.
Bonanza Creek reported a net loss of $745.54 million on $292.67
million of oil and gas sales for the year ended Dec. 31, 2015,
compared to net income of $20.28 million on $558.63 million of oil
and gas sales for the year ended Dec. 31, 2014.
As of March 31, 2016, Bonanza had $1.42 billion in total assets,
$1.25 billion in total liabilities and $165 million in total
stockholders' equity.
* * *
As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S.-based oil and
gas exploration and production company Bonanza Creek Energy Inc. to
'CCC' from 'B-'. The outlook is negative.
Bonanza Creek carries a B2 corporate family rating from Moody's
Investors Service.
BONANZA CREEK: To Pay Borrowing Base Deficiency in Installment
--------------------------------------------------------------
Bonanza Creek Energy, Inc., previously reported that it received
notice on May 20, 2016, of a Borrowing Base Deficiency of $88
million under its Credit Agreement dated March 29, 2011.
Under the terms of the Credit Agreement, the Company must pursue
one of the following options to address the Borrowing Base
Deficiency:
(A) within 20 days after the Deficiency Notice Date, deliver to
the Administrative Agent written notice of the Company's
election to repay Advances such that the Borrowing Base
Deficiency is cured within 30 days after the Deficiency
Notice Date;
(B) pledge, within 30 days after the Deficiency Notice Date,
additional Oil and Gas Properties acceptable to the Lenders,
which the Lenders deem sufficient in their sole discretion
to eliminate the Borrowing Base Deficiency;
(C) within 20 days after the Deficiency Notice Date, deliver to
the Administrative Agent written notice of the Company's
election to repay Advances in six monthly installments equal
to one-sixth of the Borrowing Base Deficiency, with the
first such installment due 30 days after the Deficiency
Notice Date and each following installment due 30 days after
the preceding installment; or
(D) within 20 days after the Deficiency Notice Date, deliver to
the Administrative Agent written notice of the Company's
election to combine the options in clause (B) and (C) above,
and indicating the amount to be repaid in installments and
the amount to be provided as additional Collateral.
On June 8, 2016, the Company notified the Administrative Agent of
its election to repay Advances in six monthly installments equal to
one-sixth of the Borrowing Base Deficiency.
About Bonanza Creek
Bonanza Creek is an independent energy company engaged in the
acquisition, exploration, development and production of onshore oil
and associated liquids-rich natural gas in the United States.
Bonanza Creek Energy, Inc. was incorporated in Delaware on Dec. 2,
2010, and went public in December 2011.
Bonanza Creek reported a net loss of $745.54 million on $292.67
million of oil and gas sales for the year ended Dec. 31, 2015,
compared to net income of $20.28 million on $558.63 million of oil
and gas sales for the year ended Dec. 31, 2014.
As of March 31, 2016, Bonanza had $1.42 billion in total assets,
$1.25 billion in total liabilities and $165 million in total
stockholders' equity.
* * *
As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S.-based oil and
gas exploration and production company Bonanza Creek Energy Inc. to
'CCC' from 'B-'. The outlook is negative.
Bonanza Creek carries a B2 corporate family rating from Moody's
Investors Service.
C & D PRODUCE: Wants Use of Cash Collateral Continued to Sept. 26
-----------------------------------------------------------------
C & D Produce Outlet, Inc., and C & D Produce Outlet - South, Inc.,
ask the U.S. Bankruptcy Court for continued permission, through
Sept. 26, 2016, to use cash collateral pledged to secure repayment
of certain prepetition obligations. A previous cash collateral
order entered in the Debtors' cases expires on June 28, 2016.
The Debtors tell the Court a budget will be forthcoming.
C & D Produce Outlet, Inc., and C & D Produce Outlet - South, Inc,
filed chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 16-15760 and
16-15764) on Apr. 21, 2016. The Debtors are represented by Craig I
Kelley, Esq., at Kelley & Fulton, P.L., in West Palm Beach, Fla.
At the time of the filing, the Debtors estimated their assets and
debts at less than $1 million.
CAESARS ENTERTAINMENT: Inks Restructuring Support Agreement
-----------------------------------------------------------
Caesars Entertainment Corporation, Caesars Entertainment Operating
Company, Inc., a majority owned subsidiary of CEC, and certain
holders of claims in respect of CEOC's 10.75% senior unsecured
notes due 2016 and 10.75% / 11.5% senior toggle notes due 2018
entered into a Restructuring Support and Forbearance Agreement,
dated as of June 6, 2016, with respect to restructuring CEOC's
indebtedness. The SGN RSA will become effective upon the signing
of the SGN RSA by creditors holding at least 66.7% of the SGN
Claims on or before June 30, 2016, which condition may be extended
or waived in accordance with the SGN RSA.
The Consenting SGN Creditors agreed to, among other things, (a)
support the Restructuring and vote all their SGN Claims in favor of
the joint pre-negotiated chapter 11 plan of reorganization of the
Debtors and, if applicable, a joint pre-negotiated chapter 11 plan
of reorganization of CEC, (b) instruct the trustee under the
indenture governing the Subsidiary Guaranteed Notes to seek a
mutually agreeable stay with CEC with respect to Wilmington Trust,
N.A., solely in its capacity as successor Indenture Trustee for the
10.75% Notes due 2016 v. Caesars Entertainment Corporation, Case
No. 15-cv-08280 (S.D.N.Y.), (c) instruct the Trustee to support any
motion filed by the Debtors seeking an order temporarily enjoining
all or some of the Caesars Cases, (d) not take any actions
materially inconsistent with the transactions contemplated by the
SGN RSA, (e) not transfer their SGN Claims unless the transferee
agrees to be bound by the terms of the SGN RSA and (f) forbear from
exercising certain default-related rights and remedies under the
indenture governing the Subsidiary Guaranteed Notes. Pursuant to
the SGN RSA, the Consenting SGN Creditors, on the one hand, and the
Caesars Parties, on the other hand, agreed not to commence any
litigation or interpose any claim arising from or in any way
related to the Subsidiary Guaranteed Notes against the Caesars
Parties, or the Trustee or any Consenting SGN Creditor,
respectively.
The Caesars Parties also agreed to, among other things, (a)
promptly amend the most recently filed CEOC Plan to reflect the
terms of the SGN RSA and the SGN Term Sheet, (b) support and
complete the Restructuring and all transactions contemplated under
the SGN RSA and SGN Term Sheet, (c) use commercially reasonable
efforts to enter into restructuring support agreements with other
creditor constituencies of CEOC, each of which will not adversely
affect the recoveries of holders of SGN Claims or impair CEOC's
ability to provide recoveries to holders of SGN Claims as
contemplated by the SGN RSA and (d) pay certain fees and expenses
of the Trustee and Consenting SGN Creditors.
The Consenting SGN Creditors holding greater than two-thirds of the
aggregate amount of all SGN Claims held by the Consenting SGN
Creditors may terminate the SGN RSA if, among other things, (a) the
CEOC Plan is amended in a way that adversely affects the recoveries
available to the holders of SGN Claims as contemplated in the SGN
RSA and SGN Term Sheet, (b) the waiver in the CEOC Plan by certain
first lien parties of turnover rights pursuant to the SGN
Intercreditor Agreement, as provided for in the SGN Term Sheet, is
amended or modified in any way, (c) any of the classes comprising
the First Lien Notes Claims and Prepetition Credit Agreements
Claims do not vote to accept the CEOC Plan, (d) the Caesars Parties
have not entered into a restructuring support agreement with the
Unsecured Creditors' Committee by June 30, 2016, which agreement
and any plan contemplated therein is entered into in accordance
with the SGN RSA or (e) the Effective Date has not occurred by
October 31, 2017, subject to mutually agreeable extension under the
terms of the SGN RSA.
The SGN RSA may be terminated by CEOC if, among other things, (a)
required in the exercise of CEOC's fiduciary duties as set forth in
the SGN RSA or (b) the Effective Date has not occurred by the
Outside Date. The SGN RSA may be terminated by CEC if, among other
things, (w) required in the exercise of CEC's fiduciary duties as
set forth in the SGN RSA, (x) the Effective Date has not occurred
by the Outside Date, (y) the Wilmington Trust Case is not stayed
within five days of the Agreement Effective Date or (z) a 105
Injunction Order satisfactory to CEC is not in effect following
June 15, 2016.
Pursuant to the SGN Term Sheet, regardless of whether holders of
SGN Claims vote to accept or reject the CEOC Plan, on the Effective
Date, each holder of an SGN Claim will receive its pro rata share
of (i) $116,810,000 in New CEC Convertible Notes and (ii) 4.122% of
New CEC Common Equity on a fully-diluted basis (giving effect to
the issuance of the New CEC Convertibles Notes but not taking into
account any dilution from any New CEC Capital Raise). In addition,
to the extent CEOC is successful in its objections relating to
claims for unmatured interest asserted by the indenture trustees
for holders of claims in respect of CEOC's second lien notes, and
certain classes of creditors receive an increased recovery as a
result under the CEOC Plan, the recovery for holders of SGN Claims
will increase by the same percentage and the "Reduced Claim
Adjustment" under the CEOC Plan for holders of Second Lien Note
Claims will be further adjusted accordingly. Further, in the CEOC
Plan, holders of First Lien Notes Claims and Prepetition Credit
Agreement Claims, and their respective trustees and/or agents, will
waive their rights to turnover under the Subsidiary Guaranteed
Notes Intercreditor Agreement.
Caesars Restructuring Support, Settlement and
Contribution Agreement
On June 7, 2016, CEOC and CEC entered into a Restructuring Support,
Settlement and Contribution Agreement with respect to the
Restructuring, including the merger of Caesars Acquisition Company
with and into CEC.
Pursuant to the Caesars RSA, CEC agreed to, among other things,
support the Restructuring, negotiate definitive documentation in
furtherance thereof and not take actions that would interfere with
the Restructuring. In addition, CEC agreed to take, and cause its
controlled subsidiaries (other than CEOC) to take, all actions
necessary or appropriate to consummate the CEOC Plan, including,
among other things: (a) the issuance of $1.0 billion of New CEC
Convertible Notes, (b) the issuance of up to 52.7% of the New CEC
Common Equity (which includes the New CEC Common Equity issuable
pursuant to the New CEC Convertible Notes), (c) the commencement
and consummation of any New CEC Capital Raise to fund New CEC’s
contributions to the CEOC Plan, (d) the negotiation of and entry
into a definitive Merger Agreement (which may be an amendment to
the Merger Agreement, dated as of Dec. 21, 2014, between CEC and
CAC), along with an agreement by the Sponsors to approve the
Merger, no later than June 30, 2016, (e) the New CEC OpCo Stock
Purchase for $700.0 million in cash and the New CEC PropCo Common
Stock Purchase, if applicable, for $91.0 million in cash, (f) the
contribution and/or distribution of cash to fund the closing of the
Restructuring, (g) negotiation of, and entry into, various
agreements contemplated by the CEOC Plan and (h) establishment of
the composition of the New CEC board of directors.
Pursuant to the Caesars RSA, CEOC agreed to, among other things,
support the Restructuring, negotiate definitive documentation in
furtherance thereof and not take any actions that would interfere
with the Restructuring. In addition, CEOC agreed to use its
reasonable best efforts to obtain a 105 Injunction Order reasonably
acceptable to CEC no later than June 15, 2016.
CEOC may terminate the Caesars RSA based on, among other things,
(a) CEOC’s exercise of its fiduciary duties as set forth in the
Caesars RSA, (b) CAC's failure to execute a joinder to the Caesars
RSA by June 17, 2016, (c) CEC and CAC failing to execute a Merger
Agreement or to obtain the Sponsor Agreement, in each case,
reasonably acceptable to CEOC by June 30, 2016 or (d) the Effective
Date has not occurred by Dec. 31, 2017.
CEC may terminate the Caesars RSA based on, among other things, (a)
CEC's exercise of its fiduciary duties as set forth in the Caesars
RSA, (b) the CEOC Disclosure Statement not being approved by June
30, 2016, (c) the CEOC Confirmation Order not being entered by Jan.
31, 2017, (d) CAC failing to execute a joinder to the Caesars RSA
by June 17, 2016, (e) if either class comprised of the Prepetition
Credit Agreements Claims or the Secured First Lien Notes Claims do
not vote to accept the CEOC Plan or (f) the Effective Date not
occurring by Dec. 31, 2017. In addition, the Caesars RSA will
terminate automatically, unless waived by CEC, if (x) on June 22,
2016, a 105 Injunction Order was not entered by June 15, 2016 or
(y) five business days after a 105 Injunction Order ceases to be in
effect.
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.
CALTEX WATER: Court Dismisses Motion for Plan Filing Extension
--------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas has entered an order dismissing CalTex
Water, LLC's second motion for extension of exclusive time to file
a plan as moot.
Headquartered in Odessa, Texas, CalTex Water, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No.
15-70129) on Oct. 2, 2015, estimating its assets and liabilities at
between $1 million and $10 million. The petition was signed by
Brian T. Burris, president of Candescent Servics, LLC (100% owner
of Debtor).
Judge Ronald B. King presides over the case.
James Samuel Wilkins, Esq., at Willis & Wilkins, LLP, serves as the
Debtor's bankruptcy counsel.
CAPITOL LAKES: Judge Martin Extends Cash Collateral Use to July 1
-----------------------------------------------------------------
The Honorable Robert D. Martin entered an order last week
authorizing Capitol Lakes, Inc., to continue, through July 1, 2016,
using cash collateral pledged to repay prepetition obligations to
Santander Bank, N.A., and KBC Bank, N.V.
The Debtor's budget for the seven-week period ending July 1, 2016,
projects about $2.3 million in cash receipts; $3.1 million in cash
disbursements on account of operations; $3.6 million in payments to
professionals; and disbursements of about $674,000 to satisfy Sec.
503(b)(9) claims.
About Capitol Lakes
Capitol Lakes, Inc., fka Meriter Retirement Services, Inc., owns
and operates a continuing care retirement community comprised of
(i) an urban high rise containing 105 independent living units,
(ii) an apartment building containing 52 additional independent
living units, (iii) an assisted living residential facility
containing 43 assisted living units, of which 39 are single
occupancy and 4 are available for double occupancy, (iv) a skilled
nursing facility with 85 active skilled nursing beds licensed by
the Wisconsin Department of Health and Family Services and
certified to participate in the Medicare and Medicaid programs, all
located on a site of approximately 3.8 acres of land owned by
Capitol Lakes located in the heart of downtown Madison, Wisconsin.
Capitol Lakes filed a chapter 11 bankruptcy petition (Bankr. W.D.
Wisc. Case No. 16-10158) on Jan. 20, 2016. As of Dec. 31, 2015, on
a book value basis, Capitol Lakes reported $57.6
million in assets and $104.2 million in liabilities.
The Debtor has tapped DLA Piper LLP as its legal counsel, and Cain
Brothers & Company LLC as its financial advisor. The Office of the
U.S. Trustee appointed seven-member creditors' committee, which is
represented by lawyers at Murphy Desmond S.C.
CHAPARRAL ENERGY: Milbank Tweed Represents Ad Hoc Committee
-----------------------------------------------------------
Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
filed with the U.S. Bankruptcy Court for the District of Delaware a
verified statement, pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure, saying that it is representing an ad hoc
committee of certain holders and investment advisors of certain
holders of those certain (i) 9.875% Senior Notes due 2020 issued by
Chaparral Energy, Inc., pursuant to that certain Indenture, dated
as of Sept. 16, 2010, among Chaparral Energy, Inc., named or party
thereto, and Wilmington Savings Fund Society, FSB (as successor to
Wells Fargo Bank, National Association), as trustee; (ii) 8.25%
Senior Notes due 2021 issued by the Debtor, pursuant to that
certain Indenture, dated as of Feb. 22, 2011, among the Debtor,
named or party thereto, and Wilmington Savings, as trustee; and
(iii) 7.625% Senior Notes due 2022 issued by the Debtor, pursuant
to that certain Indenture, dated as of May 2, 2012, among the
Debtor, the guarantors named or party thereto, and Wilmington
Savings, as trustee, in the Chapter 11 cases of Chaparral Energy
Inc. and its debtor-affiliates.
In December 2015, the Ad Hoc Committee retained Milbank to
represent it with respect to a potential restructuring of the
Debtors' obligations under the Notes. In May 2016, the Ad Hoc
Committee retained DBR to serve as Delaware local counsel with
respect to a potential restructuring of the Debtors' obligations
under the Notes. From time to time, additional holders of the
Notes have joined the Ad Hoc Committee.
The members of the Ad Hoc Committee hold disclosable economic
interests or act as investment managers or advisors to funds and
accounts that hold disclosable economic interests in relation to
the Debtors. In accordance with Bankruptcy Rule 2019 and
based upon information provided to Counsel by each member of the Ad
Hoc Committee, the present members and the amount of all
their disclosable economic interests are:
a. AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105
2021 Notes: $7,540,000
2022 Notes: $20,052,000
b. Contrarian Capital Management, L.L.C.,
on behalf of various managed accounts and
affiliated entities
411 West Putnam Avenue
Suite 425
Greenwich, CT 06830
2020 Notes: $19,085,000
2021 Notes: $42,119,000
2022 Notes: $26,955,000
c. Corre Opportunities Fund, LP
1370 Avenue of the Americas
29th Floor
New York, NY 10019
2020 Notes: $1,017,000
2021 Notes: $1,100,000
2022 Notes: $1,354,000
d. Corre Opportunities Qualified Master Fund, LP
1370 Avenue of the Americas
29th Floor
New York, NY 10019
2020 Notes: $5,089,000
2021 Notes: $5,898,000
2022 Notes: $7,717,000
e. Corre Opportunities II Master Fund, LP
1370 Avenue of the Americas
29th Floor
New York, NY 10019
2020 Notes: $3,938,000
2021 Notes: $4,363,000
2022 Notes: $5,593,000
f. Franklin Advisers, Inc.,
as investment adviser on behalf
of certain noteholders
One Franklin Parkway
San Mateo, CA 94403
2020 Notes: $32,550,000
2021 Notes: $26,700,000
2022 Notes: $16,250,000
g. Goldman Sachs Asset Management, L.P.
on behalf of its participating funds
and accounts
200 West Street
35th floor
New York, NY 10282
2020 Notes: $24,800,000
2021 Notes: $59,400,000
2022 Notes: $20,050,000
h. Lord, Abbett & Co. LLC
as investment adviser on behalf
of multiple clients holding
2020 Notes and 2021 Notes
90 Hudson Street
Jersey City, NJ 07302
2020 Notes: $31,305,000
2021 Notes: $20,842,000
i. Marathon Asset Management, LP
solely on behalf of certain
of its affiliated funds and
managed accounts
1 Bryant Park
38th Floor
New York, NY 10036
2021 Notes: $20,120,000
2022 Notes: $10,456,000
j. Pine River Capital Management L.P.
on behalf of various managed funds
and accounts
590 Madison Avenue
New York, NY 10022
2020 Notes: $27,600,000
2021 Notes: $3,657,000
2022 Notes: $25,466,000
k. PPM America, Inc.
225 West Wacker
Suite 1200
Chicago, IL 60606
2020 Notes: $10,538,000
2021 Notes: $6,250,000
2022 Notes: $63,425,000
l. Principal Global Investors, LLC
as investment advisor on
behalf of various clients
711 High Street
Des Moines, IA 50392
2020 Notes: $20,954,000
2022 Notes: $23,820,000
m. Silver Point Capital Fund, L.P.
Two Greenwich Plaza
Greenwich, CT 06830
2020 Notes: $6,238,000
2021 Notes: $16,976,000
2022 Notes: $35,414,000
n. Silver Point Capital Offshore Master Fund, L.P.
Two Greenwich Plaza
Greenwich, CT 06830
2020 Notes: $11,063,000
2021 Notes: $16,737,000
2022 Notes: $51,196,000
As of June 8, 2016, the Counsel represents only the Ad Hoc
Committee in connection with the Notes and does not represent or
purport to represent any entity or entities other than the Ad Hoc
Committee in connection with the Debtors' Chapter 11 cases. In
addition, the Ad Hoc Committee does not represent or purport to
represent any other entity or entities in connection with the
Debtors' Chapter 11 cases.
The attorneys for the Ad Hoc Committee can be reached:
DRINKER BIDDLE & REATH LLP
Wilmington, DE
Howard A. Cohen, Esq.
Robert K. Malone, Esq.
Steven K. Kortanek, Esq.
222 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801-1621
Tel: (302) 467-4200
Fax: (302) 467-4201
E-mail: howard.cohen@dbr.com
robert.malone@dbr.com
steven.kortanek@dbr.com
and
MILBANK, TWEED, HADLEY & McCLOY LLP
Evan R. Fleck, Esq.
Michael Price, Esq.
28 Liberty Street
New York, NY 10005
Tel: (212) 530-5000
Fax: (212) 530-5219
E-mail: efleck@milbank.com
mprice@milbank.com
About Chaparral Energy
Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.
At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.
Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code in the District of Delaware
(Lead Case No. 16-11144) on May 9, 2016. The petition was signed
by Mark A. Fischer, chief executive officer.
The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves
as administrative advisor.
The Office of the U.S. Trustee on May 18 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Chaparral Energy, Inc. and
its affiliates.
CHEFS' WAREHOUSE: S&P Assigns 'B' CCR, Outlook Positive
-------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Ridgefield, Conn.-based The Chefs' Warehouse Inc. The outlook is
positive.
At the same time, S&P assigned a 'B' issue-level rating to the
company's senior secured first-lien term loan and senior secured
delayed draw first-lien term loan. The recovery rating on the
senior secured facilities is '3', reflecting S&P's expectation of
meaningful (50% to 70%, on the high end of the range) recovery in
the event of a default.
"Our ratings reflect Chefs' Warehouse's narrow business focus as a
foodservice distributor primarily serving higher-end independent
restaurants and specialty shops, its comparatively small scale
versus larger peers in the industry, and high financial leverage,"
said S&P Global Ratings credit analyst Brennan Clark, noting that
these factors are partially offset by the company's established
reputation and relationships with chefs in the niche, menu-driven
specialty category of the food-away-from-home market and its strong
market position in key metropolitan markets. "We believe Chefs'
Warehouse has established a good niche position in the foodservice
industry by offering an extensive selection of hard to find
specialty products and leveraging its experienced sales
representatives, many of whom have prior culinary experience. This
has helped the company build a reputation as a value-added provider
of quality foods, and to develop strong relationships with chefs
across key cities in the country. These value-added services
differentiate it from its competitors and have helped it achieve
higher margins than larger, broader-focused foodservice companies
such as Sysco Corp., US Foods Inc., and Performance Food Group
Inc."
S&P Global Ratings' positive outlook reflects the likelihood that
S&P could raise the ratings on Chefs' Warehouse if the company
demonstrates the ability and willingness to reduce financial
leverage to around or below 5x over the next 12 months and maintain
it thereafter. It can achieve this through continued revenue and
profit growth, maintenance of above-average margins, and continued
success in integrating bolt-on acquisitions. S&P would also have
to have confidence that there would not be a significant
releveraging event, such as a material all-debt financed
acquisition.
CHESAPEAKE ENERGY: S&P Lowers Corporate Credit Rating to 'SD'
-------------------------------------------------------------
S&P Global Ratings lowered the corporate credit rating on Oklahoma
City-based Chesapeake Energy Corp. to 'SD' from 'CCC'. At the same
time, S&P lowered the ratings on the company's 7.25% senior notes
due 2018, floating-rate senior notes due 2019, 5.375% senior notes
due 2021, 6.125% senior notes due 2021, 4.875% senior notes due
2022, and 2.25% contingent convertible senior notes due 2038 to 'D'
from 'CC'. The recovery ratings on these notes remain '6',
indicating S&P's expectation of negligible (0%-10%) in the event of
a payment default.
The downgrades reflect S&P's assessment that the debt for equity
exchange on Chesapeake's 7.25% senior notes due 2018, floating-rate
senior notes due 2019, 5.375% senior notes due 2021, 6.125% senior
notes due 2021, 4.875% senior notes due 2022, and 2.25% contingent
convertible senior notes due 2038 (putable in 2018) was a
distressed exchange based on the holders receiving less than the
original promised amount, and S&P's view that the company is
holding an unsustainable capital structure and is facing a
potential sharp liquidity contraction next year. Chesapeake has
about $1.5 billion maturing or putable in 2017. S&P believes
Chesapeake will continue to execute further exchanges of their
debt, given the benefits to liquidity from retiring debt at even a
modest discount to par.
S&P notes that while we may raise the corporate credit rating to
reflect the company's ongoing default risk, S&P expects to maintain
the 'D' issue-level rating on the exchanged debt because S&P
expects there to be a high likelihood of additional sub-par
exchanges on these issues.
CLIFFS NATURAL: Essar Settlement Gets Bankruptcy Court Approval
---------------------------------------------------------------
The U.S. District Court for the District of Delaware under Chapter
15 of the U.S. Bankruptcy Code, confirmed the May 27, 2016, Order
of the Ontario Superior Court of Justice approving the settlement
between Essar Steel Algoma Inc. and The Cleveland-Cliffs Iron
Company, Northshore Mining Company and Cliffs Mining Company. These
orders approve the reinstatement of the Pellet Sale and Purchase
Agreement dated and effective as of Jan. 31, 2002, as amended. The
Agreement will resume in full on Jan. 1, 2017, with Cliffs
supplying a significant portion of Essar's 2016 requirements
beginning July 2016. The Agreement extends to 2024. Essar
continues to be under the protection of the Companies' Creditors
Arrangement Act in the Ontario Superior Court.
About Cliffs Natural Resources
Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company. The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota. Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama. Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada. Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.
On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada). The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.
Cliffs Natural reported a net loss attributable to Cliffs common
shareholders of $788 million on $2.01 billion of revenues for the
year ended Dec. 31, 2015, compared to a net loss attributable to
Cliffs common shareholders of $7.27 billion on $3.37 billion of
revenues for the year ended Dec. 31, 2014.
As of March 31, 2016, Cliffs Natural had $1.88 billion in total
assets, $3.58 billion in total liabilities and a total deficit of
$1.69 billion.
* * *
As reported by the TCR on April 19, 2016, Standard & Poor's Ratings
Services said it raised its corporate credit rating on
Cleveland-based Cliffs Natural Resources Inc. to 'CCC+' from 'SD'.
Cliffs Natural carries a 'Ca' corporate family rating from Moody's
Investors Service.
CNO FINANCIAL: S&P Affirms 'BB+' Counterparty Credit Rating
-----------------------------------------------------------
S&P Global Ratings said that it affirmed its ratings on CNO
Financial Group Inc. and its core operating subsidiaries, including
its 'BB+' long-term counterparty credit and 'BBB+' financial
strength ratings on CNO Financial Group. S&P's ratings on CNO
Financial include its operating subsidiaries, Bankers Conseco Life
Insurance Co., Bankers Life & Casualty Co., Washington National
Insurance Co., and Colonial Penn Life Insurance Co.
"The positive outlook on CNO Financial Group and its operating
subsidiaries reflects the organization's improved business risk
profile and continual improvements in its financial risk profile,"
said S&P Global Ratings credit analyst Anthony Beato. This has
been achieved through various management initiatives to reduce the
organization's risk profile while focusing on margin sustainability
of its core operations. The company has also significantly
invested in the efforts of its valuable captive channels to focus
on increased net annualized premiums (NAP) and higher productivity
of its captive agency workforce. Through year-end 2015, sales as
defined by NAP remained relatively flat with productivity per agent
increasing by approximately 3% in issued policies during the
period. This level of sales volume coupled with market dynamics
led to an overall generally accepted accounting principles (GAAP)
adjusted EBIT as of year-end 2015 of $502 million, an increase of
approximately 15.7% over the prior year. This further showcases
the company's commitment to overall growth while entrenching itself
in the middle-market segment. S&P believes through the company's
various de-risking efforts that it has shed much of the legacy
business that caused a drag on earnings and, to a greater extent,
its brand equity.
The positive outlook on CNO Financial Group and its operating
subsidiaries reflects S&P's view that it could raise the ratings on
the organization in the next 12 to 18 months. This is based on
S&P's expectation that the company will sustain its strong
competitive position in the middle and senior market segments. Such
would be accomplished through continued growth in captive
productive agent counts and profitable improvement associated with
each business line's NAP figure. S&P expects CNO Financial to grow
its premium by approximately 1%-3% per year, which when coupled
with expense initiatives would lead to an adjusted EBIT of between
$450 million and $500 million and a return on revenue metric of
between 10% and 15% annually.
Should S&P views heightened levels of aggressiveness surrounding
CNO Financial's operating subsidiary dividend capabilities, S&P
could affirm the current rating. Furthermore, if capitalization
were not to exceed the 'BBB' ratings level as measured by S&P's RBC
model on an unadjusted basis, S&P could also affirm the current
ratings. Contrary to S&P's expectations, the company's operating
performance as measured by adjusted EBIT, return on revenue, and
operating margin could deteriorate to significantly less than S&P's
expectations for a prolonged period of time outside of S&P's
two-year ratings horizon. This, coupled with increasing
aggressiveness in the company's financial policies, would result in
increased share-repurchase guidance, financial leverage metrics in
excess of 35%, and EBITDA fixed-charge coverage of less than 5.0x
for a prolonged period.
S&P could raise its ratings on CNO Financial Group if the company
were to maintain higher levels of risk-based capitalization as
measured by S&P's RBC model and the NAIC RBC ratio. Such would be
measured by capitalization which is consistently in excess of an
RBC of 450% and at the same time comfortably exceeds the 'BBB'
ratings level as measured by our RBC model. S&P would also expect
CNO Financial to maintain statutory net income at levels between
$400 million and $450 million, reporting a return on assets in
excess of 200 basis points. Furthermore, S&P would expect the
company to maintain financial leverage of less than 30% and EBITDA
fixed-charge coverage in excess of 7.0x.
COMMUNICATIONS SALES: Fitch Rates New $150MM Sec. Notes 'BB+'
-------------------------------------------------------------
Fitch Ratings rates Communications Sales & Leasing, Inc.'s (CS&L)
senior secured debt offering 'BB+/RR1'. CS&L is offering
approximately $150 million of additional senior secured notes in a
reopening of its existing 6% senior secured notes due 2023.
Proceeds are expected to be used to pay down revolver borrowings.
CS&L and its co-issuer CSL Capital, LLC's Long-Term Issuer-Default
Ratings (IDR) are rated 'BB-'. The Rating Outlook is Stable.
KEY RATING DRIVERS
PEG Bandwidth Acquisition: In May 2016, CS&L closed on its
acquisition of PEG Bandwidth from Associated Partners Entities for
$417 million (subject to adjustments). The transaction value is
approximately 12x of PEG Bandwidth's last quarter annualized
adjusted EBITDA. CS&L originally financed the deal with a
combination of available cash on hand, borrowings under CS&L's
revolver, common stock and convertible preferred stock.
Transaction Increases Leverage: CS&L's financial leverage is
expected to rise as a result of the PEG Bandwidth acquisition. On
a pro forma basis, Fitch expects gross leverage (total debt to
EBITDA) of approximately 5.8x at the time of transaction closing
assuming 50% equity treatment for the preferred stock. This
compares to leverage of approximately 5.5x at the end of the first
quarter 2016. Based on management comments about opportunities
within a robust transaction pipeline and desire to diversify across
various asset classes, Fitch anticipates that CS&L will announce
further transactions. As these opportunities come to fruition,
Fitch expects CS&L to finance any transaction such that gross
leverage should remain relatively stable, with some fluctuations
due to M&A activity, and should approximate the mid-5x range over
the longer-term.
Very Stable Cash Flow: Nearly all of CS&L's current revenues
consist of revenues under a master lease with Windstream, under
which Windstream has exclusive access to the assets. The lease is
currently expected to approximate $653 million annually. Pro forma
for the transaction, PEG should represent approximately 10% of
CS&L's revenues and would operate as a taxable REIT subsidiary.
Fitch expects CS&L to have very stable cash flows, owing to the
fixed (and modestly increasing) nature of the long-term lease
payments and Windstream's responsibility for expenses under the
triple-net lease. The term of the master lease is for an initial
term of 15 years. There is some risk at renewal that under the
'any or all' provision at renewal that Windstream could opt not to
renew markets, or could renegotiate terms at such time for those
markets.
However, this renewal risk is well into the future, given the
initial 15-year term of the lease, (and up to 20 if Windstream
requests and CS&L elects to fund certain capital spending projects
totalling $250 million over five years). Fitch expects all markets
to be renewed under the master lease, since Windstream would either
have to incur significant capital expenditures to overbuild CS&L or
find a buyer for its operating assets (routers, switches, etc.) and
successor tenant for its leased assets. Protection is provided to
CS&L by the terms of the master lease, which could require
Windstream to sell its operating properties in the event of
default. CS&L's facilities would be essential to the operations of
Windstream on a going-concern basis, or a successor company.
Geographic Diversification: Windstream's operations subject to the
master lease are geographically diversified among 37 market areas.
The indivisible nature of the Master Lease mitigates the effect of
a weak market area(s) on CS&L. About two-thirds of the fiber and
copper route miles are located in Georgia, Texas, Iowa, Kentucky
and North Carolina. PEG's fiber network serves seven markets in
the Northeast Mid-Atlantic, Illinois and South Central regions.
Tenant Concentration: The master lease with Windstream provides a
steady, although undiversified cash flow stream. Therefore CS&L's
IDR is initially capped at Windstream's 'BB-' Long-Term IDR until
CS&L strikes deals with other companies to meaningfully diversify
its operations through transactions where 25% - 30% of its revenue
is derived from tenants with a credit profile materially stronger
than Windstream's. Fitch views the PEG transaction positively as
it begins to diversify CS&L's revenue base.
Seniority: Fitch notes that CS&L's master lease is with Windstream
Holdings (Holdings) and that Holdings is subordinate to the
operations at Windstream Services. However, Fitch believes CS&L's
assets will be essential to Windstream Services operations and a
priority payment.
No Material Near-Term Maturities: CS&L does not have any maturities
for four years, at the earliest, with the revolver having the
shortest maturity in 2020. The remaining term loan and note
issuances have maturities in 2022 and 2023 respectively.
KEY ASSUMPTIONS
-- CS&L financed the PEG Bandwidth transaction with a mix of
cash ($315 million), stock (1 million CS&L shares and
convertible preferred stock ($87.5 million).
-- CS&L's primary revenue stream will be the payments received
from Windstream under the master lease and are currently
approximately $653 million annually. Fitch assumes
Windstream may request CS&L to finance $50 million of
capital spending over the next five years per the terms of
the master lease, generating additional revenue. There is
no binding commitment on the part of CS&L to provide
funding.
-- Virtually all capital spending consists of investments
requested by Windstream. CS&L is expected to distribute all
REIT earnings to shareholders.
-- CS&L will target long-term gross leverage in the mid 5x
range.
RATING SENSITIVITIES
Positive Action: A positive action is unlikely in the absence of an
upgrade of Windstream, although an upgrade could be considered if
CS&L targets debt leverage of 5.2x to 5.3x or lower and 25% - 30%
of its revenue is derived from tenants with a credit profile
materially stronger than Windstream's.
Negative Action: A negative rating action could occur if debt
leverage is expected to approach 6x or higher for a sustained
period. In addition, a downgrade of Windstream would likely result
in a similar downgrade of CS&L in the absence of greater revenue
diversification. Also, the acquisition of assets and subsequent
leases to tenants that have a weaker credit and operating profile
than Windstream could affect the rating, if such assets are a
material proportion of revenues.
LIQUIDITY
CS&L's $500 million revolving credit facility (due 2020), which had
$179 million available following the PEG Bandwidth acquisition,
provides sufficient backstop for liquidity needs. Fitch expects
CS&L will restore revolver availability following transactions by
terming out borrowings over time by more permanent means of equity
and debt funding. Cash was $165 million at March 31, 2016.
CONSTELLATION ENTERPRISE: Committee Opposes DIP Financing Bid
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
cases of Constellation Enterprises LLC, et al., complains that the
the DIP Facility, as currently structured, provides limited benefit
to the Debtors and even less benefit to the Debtors' unsecured
creditors.
The DIP Facility, according to the Committee, is only designed to
facilitate an expedited sale of substantially all of the Debtors'
assets to certain of the New Money DIP Lenders, which include
certain holders of the Prepetition First Lien Notes.
According to the Committee, through the DIP Facility, these
cash-strapped Debtors now find themselves allowing the Note Holder
Purchaser to use the bankruptcy process to purchase the majority of
the Debtors' assets free and clear of liens through a credit bid
and avoid the time-consuming and burdensome state foreclosure
process, while providing no value for unsecured creditors.
The Committee now asks the Court not allow the secured creditors to
use these chapter 11 proceedings for their sole benefit, they must
be required to "pay to play" and fund a process that is fair and
equitable to theses Debtors and to all of the parties-in-interest,
including the Committee's constituency.
Even if the DIP Lenders come forward with additional funding, the
Committee maintains that there must be numerous material
modifications to the DIP Facility and the Budget in order for the
DIP Motion to satisfy the legal and equitable standards for
approval of debtor-in-possession financing because as proposed, the
DIP Facility leaves only one viable option for the Debtors in these
cases: a fire sale of the Debtors' assets through a credit bid by
the Note Holder Purchaser, followed by a conversion to chapter 7
cases.
Considering that the Committee has not had sufficient time to
determine the full impact of the Intercreditor Dispute -- the
interpretation of the 2011 Intercreditor Agreement and the 2015
Intercreditor Agreement -- and how any resolution of such dispute
might affect the successful prosecution of the Debtors' chapter 11
cases, the Committee reserves its rights to raise any objections
relating to the Intercreditor Dispute.
On the other hand, in their response to the Objection of DDTL
Parties to the Debtors' DIP Motion, the Debtors and the proposed
New Money DIP Lenders narrate that "the DIP Facility, consisting of
the New Money DIP Loans and the Roll-up DIP Loans and use of cash
collateral provided by PNC Bank, National Association ("PNC"), is
essential to stabilizing operations and infusing immediate and
much-needed liquidity to allow for a sale process -- the DIP
Facility is not merely the best option, but more importantly is the
only option, to preserve these four, separate industrial
manufacturing operating entities as going concern businesses
through expeditious sales."
The Debtor further maintain that, "the provisions of the 2015
Intercreditor Agreement, and the specifically altered New
Representative Joinder to the 2011 Intercreditor Agreement, all
reflect the economic reality that, in the face of a potential
chapter 11 by the Debtors, PNC, as senior lender and sole agent,
would continue to have the flexibility to consent to and/or provide
a DIP Facility (subject to the negotiated protections in favor of
PEO) to afford a runway for an orderly Chapter 11 case and, as
here, expeditious sale process...to allow the existing equity
sponsor to deny much needed liquidity being provided by PNC and
“any other Person” would immediately derail these sale
processes to the detriment of hundreds of employees, vendors,
customers and, of course, other secured lenders."
Proposed Attorneys for the Debtors and Debtors-in-Possession:
Daniel J. DeFranceschi, Esq.
Zachary I. Shapiro, Esq.
Rachel L. Biblo, Esq.
Joseph C. Barsalona II, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
Email: defranceschi@rlf.com
shapiro@rlf.com
biblo@rlf.com
barsalona@rlf.com
-- and --
Adam C. Rogoff, Esq.
Joseph A. Shifer, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
177 Avenue of the Americas
New York, New York 10036
Telephone: (212) 715-9100
Facsimile: (212) 715-8000
Email: arogoff@kramerlevin.com
jshifer@kramerlevin.com
Proposed Counsel for the Official Committee of Unsecured Creditors
Norman N. Kinel, Esq.
Nava Hazan, Esq.
SQUIRE PATTON BOGGS (US) LLP
30 Rockefeller Plaza, 23rd Floor
New York, New York 10112
Telephone: (212) 872-9800
Facsimile: (212) 872-9815
Email: norman.kinel@squirepb.com
nava.hazan@squirepb.com
-- and --
Karol K. Denniston, Esq.
SQUIRE PATTON BOGGS (US) LLP
275 Battery Street, Suite 2600
San Francisco, California 94111
Telephone: (415) 954-0200
Facsimile: (415) 994-6686
Email: karol.denniston@squirepb.com
Counsel to the Proposed New Money DIP Lenders:
M. Blake Cleary, Esq.
Elizabeth S. Justison, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: mbcleary@ycst.com
ejustison@ycst.com
-- and --
Scott L. Alberino, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
Robert S. Strauss Building
1333 New Hampshire Avenue, NW
Washington, DC 20036
Telephone: (202) 887-4000
Facsimile: (202) 887-4288
Email: salberino@akingump.com
-- and --
Abid Qureshi, Esq.
Jason P. Rubin, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
Email: aqureshi@akingump.com
jrubin@akingump.com
About Constellation Enterprises
Constellation Enterprises LLC, through its subsidiaries,
manufactures custom engineered metal components for various end
markets such as rail transportation, oil and gas, general
industrial, nuclear, aerospace, and small gas engine markets. The
company was incorporated in 1996 and is based in Caldwell, Texas.
Constellation Enterprises LLC (Bankr. D. Del. Case No. 16-11213)
and its affiliates Columbus Holdings, Inc. (Bankr. D. Del. Case No.
16-11214), Columbus Steel Castings Company (Bankr. D. Del. Case No.
16-11215), Eclipse Manufacturing Co. (Bankr. D. Del. Case No.
16-11219), JFC Holding Corporation (Bankr. D. Del. Case No.
16-11221), Metal Technology Solutions, Inc. (Bankr. D. Del. Case
No. 16-11218), Steel Forming, Inc. (Bankr. D. Del. Case No.
16-11220), The Jorgensen Forge Corporation (Bankr. D. Del. Case No.
16-11222), Zero Corporation (Bankr. D. Del. Case No. 16-11216), and
Zero Manufacturing, Inc. (Bankr. D. Del. Case No. 16-11217) filed
for Chapter 11 bankruptcy protection on May 16, 2016.
The petitions were signed by William Lowry, chief financial
officer.
The Debtors estimated their assets at between $1 million and $10
million and their debts at between $100 million and $500 million.
Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin
Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L.
Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor. Conway
Mackenzie Management Services LLC is the Debtors' crisis management
& restructuring services provider.
Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing
agent.
CONSTELLATION ENTERPRISE: Proposes to Sell CSC Assets
-----------------------------------------------------
Constellation Enterprises LLC, et al., seek authority from the U.S.
Bankruptcy Court to sell all of the assets of Debtor Columbus Steel
Castings Company ("CSC") to a private purchaser.
The Debtors and their advisors are in the process of finalizing the
Private Sale APA with the Private Sale Purchaser and intend to file
the final or substantially final Private Sale APA by no later than
June 3, 2016. If the Debtors and the Private Sale Purchaser are
unable to finalize the Private Sale APA by June 3, 2016, then the
Debtors will file the form of Private Sale APA. If the Debtors
file the final or substantially final Private Sale APA with the
Private Sale Purchaser, then the Debtors will include with such
filing, among other things, a notice that identifies the salient
terms of such agreement in accordance with Local Rule 6004-1.
In the event that the Debtors, in consultation with the
Consultation Parties, determine that, instead of proceeding with
the Private Sale, a stalking horse should be designated and/or a
formal auction should be held with respect to the Assets, the
Debtors will seek approval of the Bidding Procedures.
The Debtors have determined seeking to consummate the Private Sale
without entering into a Stalking Horse Agreement, however, the
Debtors may enter into a purchase agreement with any Stalking Horse
Bidder acceptable to the Debtors at any time before June 8, 2015,
to establish a minimum Qualified Bid at, and subject to higher or
otherwise better offers during the Auction. Thus, the Debtors are
also requesting authority to offer any Stalking Horse Bidder: (a) a
break-up fee, (b) reimbursement of the Stalking Horse Bidder’s
reasonable fees and expenses, and/or (c) initial overbid
protection.
The Debtors propose this timeline for the sale of the Assets:
June 10, 2016. Deadline to object to potential assumption and
assignment of contracts and leases, related cure amounts and
adequate assurance of future performance with respect to the
Private Sale Purchaser
June 15, 2016. Hearing on approval of the Private Sale or the
Bidding Procedures and the Stalking Horse Bidder (and Bid
Protections) (if any).
June 30, 2016. Deadline to submit Qualified Bids
July 1, 2016. Auction (if necessary)
July 5, 2016. Deadline to object to the Sale to the Successful
Bidder, including adequate assurance of future performance of such
bidder
July 7, 2016. Hearing on approval of the Sale to the Successful
Bidder
Proposed Attorneys for the Debtors and Debtors-in-Possession:
Daniel J. DeFranceschi, Esq.
Zachary I. Shapiro, Esq.
Rachel L. Biblo, Esq.
Joseph C. Barsalona II, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
Email: defranceschi@rlf.com
shapiro@rlf.com
biblo@rlf.com
barsalona@rlf.com
-- and --
Adam C. Rogoff, Esq.
Joseph A. Shifer, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
177 Avenue of the Americas
New York, New York 10036
Telephone: (212) 715-9100
Facsimile: (212) 715-8000
Email: arogoff@kramerlevin.com
jshifer@kramerlevin.com
About Constellation Enterprises
Constellation Enterprises LLC, through its subsidiaries,
manufactures custom engineered metal components for various end
markets such as rail transportation, oil and gas, general
industrial, nuclear, aerospace, and small gas engine markets. The
company was incorporated in 1996 and is based in Caldwell, Texas.
Constellation Enterprises LLC (Bankr. D. Del. Case No. 16-11213)
and its affiliates Columbus Holdings, Inc. (Bankr. D. Del. Case No.
16-11214), Columbus Steel Castings Company (Bankr. D. Del. Case No.
16-11215), Eclipse Manufacturing Co. (Bankr. D. Del. Case No.
16-11219), JFC Holding Corporation (Bankr. D. Del. Case No.
16-11221), Metal Technology Solutions, Inc. (Bankr. D. Del. Case
No. 16-11218), Steel Forming, Inc. (Bankr. D. Del. Case No.
16-11220), The Jorgensen Forge Corporation (Bankr. D. Del. Case No.
16-11222), Zero Corporation (Bankr. D. Del. Case No. 16-11216), and
Zero Manufacturing, Inc. (Bankr. D. Del. Case No. 16-11217) filed
for Chapter 11 bankruptcy protection on May 16, 2016.
The petitions were signed by William Lowry, chief financial
officer.
The Debtors estimated their assets at between $1 million and $10
million and their debts at between $100 million and $500 million.
Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin
Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L.
Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor. Conway
Mackenzie Management Services LLC is the Debtors' crisis management
& restructuring services provider.
Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing
agent.
CONTOURGLOBAL POWER: S&P Raises CCR to 'BB-', Outlook Stable
------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
ContourGlobal LP to 'BB-' from 'B+'. The outlook is stable.
S&P also raised its rating on subsidiary ContourGlobal Power
Holdings S.A. (CGPH) to 'BB-' from 'B+'. The outlook is stable.
S&P is also upgrading its rating on CGPH's existing $500 million
senior secured notes due 2019 to 'BB' from 'BB-'. S&P's recovery
rating on the debt at CGPH remains unchanged at '2'. The '2'
recovery rating indicates expectations for substantial (70%-90%, at
the higher end of the range) recovery in the event of a payment
default. Finally, S&P Global Ratings assigned its 'BB' rating to
the planned EUR550 million senior secured notes due 2021 to be
issued by CGPH. The recovery rating on this issuance is also '2'.
ContourGlobal L.P. (CG) is a project developer and owner of an
approximately 3.9 gigawatt (GW) diversified portfolio of contracted
renewable and thermal generation assets in Europe, Latin America,
and Africa. The portfolio includes 2.5 gigawatts (GW) of
generation in Europe, 1.2 GW in Latin America, and 228 megawatts
(MW) in Africa, and has 60% of EBITDA coming from thermal assets
and 40% coming from renewable assets.
Long-term contracted or regulated revenues make up 91% of revenues
over the next seven years, there is minimal fuel price or commodity
risk at any asset (due to passthrough of fuel risk to the offtakers
or separate contracted fuel supply), and most PPAs include
inflation adjustments. The average offtaker credit rating is
'BBB‐', and average weighted contract life is 13 years (although
S&P do note Arrubal and Maritsa, two of the largest assets, have
contracts expiring in five and eight years respectively, although
S&P expects re-contracting at Arrubal in particular). The company
has partial ownership of many of the assets, so the proportional CG
ownership of the assets adds up to 3.1 GW.
"The company is looking to refinance existing USD debt with new
EURO debt, said S&P Global Ratings credit analyst Ben Macdonald.
"This is somewhat opportunistic, as rates in Europe are currently
very attractive. The new issuance will also better match the
currency of distributions, and will extend the debt maturity from
three to five years, Mr. Macdonald added.
The company has also recently reached two milestones: (a)
completion of all the projects that were under construction at the
time of initial issuance in 2014 (the KivuWatt lake-gas project in
Rwanda, the Inka wind project in Peru, three Chapada wind projects
in northern Brazil, and Cap des Biches in Senegal), and (b)
achieved resolution of an ongoing dispute at Maritsa, a Bulgarian
mine-mouth coal plant that is the largest project in terms of
distributions to CG. The PPA was renegotiated to reduce the
capacity payment by 15%, but this is somewhat offset by
compensation of around EUR30 mil. for environmental capital
spending. Most importantly, the offtaker NEK had been consistently
late in making payments to Maritsa since CG acquired it. However,
in April 2016, the parent of NEK took out a
EUR535 million financing facility that enabled NEK to pay all
overdue payables to Maritsa and another foreign-owned plant in
Bulgaria. The renegotiated PPA includes incentives for NEK to
remain current in the future, including a reversion in price back
up 15% if NEK is delinquent again.
With the portfolio 40% larger than two years ago through
construction and acquisitions, construction risk largely resolved,
a more diverse portfolio with a substantially reduced level of
concentration (top three assets are down from 70% to around 45% of
projected distributions), and increase in both EBITDA and
distributions, S&P is upgrading the issuer credit rating by one
notch.
The company continues to have an active development pipeline, and
likely future projects include expansion at existing sites at
KivuWatt, Togo, and Sochagota, along with a number of new build and
acquisition opportunities both in the thermal and renewable space.
The company's ability to fund these investments, and their impact
on the diversity of the portfolio are important inputs to S&P's
credit view. A new build 500 MW coal plant in Kosovo is one likely
project that S&P is watching closely. If CG maintains 100%
ownership in this project, they would have to invest up to $500
million in equity. If there are no other additions to the
portfolio (which S&P considers unlikely considering their active
pipeline), this asset is forecast to contribute over 40% of
cashflows to the portfolio after commencing operations in 2022.
That type of concentration risk and demand on liquidity could be
risky, but S&P has seen CG take the approach of partial ownership
on other assets, and expect them to take a similar approach to
minimize the risk of this single project on the company as a
whole.
CROWNE GROUP: S&P Affirms Then Withdraws 'B' CCR
------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B' corporate
credit rating on Crowne Group LLC. The outlook is stable.
Subsequently, S&P withdrew all of its ratings at the issuer's
request.
"Based on Crowne's recent financial performance, we affirmed our
'B' corporate credit rating on the company," said S&P Global credit
analyst Lawrence Orlowski. "Subsequently, we withdrew all of our
ratings at the issuer's request."
CUMULUS MEDIA: Stockholders Elect Seven Directors
-------------------------------------------------
The 2016 annual meeting of stockholders of Cumulus Media Inc. was
held on June 9, 2016, at which the stockholders:
(a) elected Jeffrey A. Marcus, Mary G. Berner, Brian Cassidy,
Lewis W. Dickey, Jr., Ralph B. Everett, Alexis Glick and
David M. Tolley as directors to serve until the Company's
next annual meeting of stockholders and until their
successors are elected and qualified;
(b) approved, on an advisory basis, the compensation paid to
the Company's named executive officers; and
(c) ratified the appointment of PricewaterhouseCoopers LLP as
the Company's independent registered public accounting firm
for 2016.
About Cumulus Media
Cumulus Media Inc. (CMLS) combines high-quality local programming
with iconic, nationally syndicated media, sports and entertainment
brands in order to deliver premium choices for listeners, provide
substantial reach for advertisers and create opportunities for
shareholders. As the largest pure-play radio broadcaster in the
United States, Cumulus provides exclusive content that is fully
distributed through approximately 460 owned-and-operated stations
in 90 U.S. media markets (including eight of the top 10), more
than 10,000 broadcast radio affiliates and numerous digital
channels. Cumulus is well-positioned in the widening digital
audio space through a significant stake in the Rdio digital music
service, featuring 30 million songs on-demand in addition to
custom playlists and exclusive curated channels. Cumulus is also
the leading provider of country music and lifestyle content
through its NASH brand, which will serve country fans through
radio programming, NASH magazine, concerts, licensed products and
television/video. For more information, visit www.cumulus.com
Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.
Cumulus Media reported a net loss attributable to common
shareholders of $546.49 million on $1.16 billion of net revenue for
the year ended Dec. 31, 2015, compared to net income attributable
to common shareholders of $11.76 million on $1.26 billion of net
revenue for the year ended Dec. 31, 2014.
As of March 31, 2016, Cumulus had $2.98 billion in total assets,
$2.98 billion in total liabilities, and $2.48 million in total
stockholders' equity.
* * *
The TCR reported on March 25, 2016, that Standard & Poor's Ratings
Services lowered its corporate credit ratings on Atlanta, Ga.-based
Cumulus Media Inc. and its subsidiary Cumulus Media Holdings Inc.
to 'CCC' from 'B-'.
As reported by the TCR on Sept. 17, 2015, Moody's Investors Service
downgraded Cumulus Media Inc.'s Corporate Family Rating to B3 from
B2. Cumulus' B3 Corporate Family Rating reflects Moody's
expectation that debt-to-EBITDA will remain elevated and in the mid
to high 8x through FYE2015 (including Moody's standard adjustments)
due to continued revenue declines in core ad sales and network
revenue as well as the absence of political ad spending in 2015, an
odd numbered year.
DAVID F. YARNALL: Unsecureds to Recoup 10% Under Plan
-----------------------------------------------------
David F. Yarnall and Gail Yarnall filed with the Bankruptcy Court
for the Western District of Washington their corrected disclosure
statement and corrected amended Chapter 11 Plan of reorganization.
The Plan proposes this treatment for general unsecured claims
against the Debtors:
-- Internal Revenue Service General Unsecured [non penalty]
Amount: $74,858.37
10.0% dividend payable in 48 equal monthly installments,
commencing 30 days after plan confirmation. Approximate
monthly payment of $155.96. Debtor reserves the right to
accelerate such payments.
-- General Unsecured Class [Other than IRS Penalty claim]
Amount: $168,303.24
10.0% dividend payable in 48 equal monthly installments,
commencing 30 days after plan confirmation. Approximate
monthly payment of $350.63. Debtor reserves the right
to accelerate such payments. payable in 48 equal monthly
installments, commencing 30 days after plan confirmation
-- IRS Penalty claim
Amount: $31,381.00
No dividend
Plan Confirmation is scheduled for July 21, 2016 at 9:30 a.m. The
Confirmation Hearing will take place in the courtroom of the
Honorable Marc L. Barreca, at the United States Courthouse 700
Stewart Seattle, WA 98101.
Objections to the confirmation of the Plan must be filed with the
Court and served upon the Debtor's Counsel, David W. Freese, all
parties requesting special notice and the Office of the U.S.
Trustee, by July 14, 2016.
The Plan Proponent's financial projections show that the Debtor
will have an aggregate annual average gross income prior to payment
of taxes, of $120,000, if but only if the Debtor retains his
current employment. The final Plan payment is expected to be paid
on May 5, 2020.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/wawb15-15762-0070.pdf
David Yarnall and Gail Yarnall filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 15-15762) on September 26, 2015, and are
represented by:
David W. Freese, Esq.
Attorney at Law
P. O. Box 1253
Lynnwood, WA 98046
Tel: (425) 776-9171
DESERT SPRINGS: Asks Court to Bless Cash Collateral Proposal
------------------------------------------------------------
Desert Springs Financial LLC asks the U.S. Bankruptcy Court for
permission to use cash collateral, including rent receipts,
previously pledged to Pacific Premier Bank to secure repayment of a
$1.8 million prepetition loan.
Desert Springs owns real estate located in Cathedral City, Calif.,
and leases it to Ramon Palm Lane, Inc., for use as a 28-lane
bowling alley, snack bar and grill. The Debtor receives about
$47,000 per month from Ramon and increases by 5% per year until
Sept. 2023. The Debtor values the property at $5.6 million. The
property is also encumbered by a $210,000 lien asserted by Mitchell
Altman; a $985,000 lien asserted by Ramon, the tenant; and a
$173,000 lien asserted by Yun Hei Shin (who guaranteed Ramon's
lease obligations).
Desert Sprint proposes to pay Pacific Premiere $27,600 per month
going forward. The Debtor estimates its monthly expenses at
$37,500 per month, including the proposed monthly payment to the
Bank.
Desert Springs Financial LLC filed a chapter 11 petition (Bankr.
N.D. Calif. Case No. 16-14859) on May 30, 2016. The single asset
real estate debtor is represented by Wayne M. Tucker, Esq., at
Orrock Popka Fortino Tucker & Dolen in Redlands, Calif. At the
time of the filing the Debtor disclosed $16.75 million in assets
and $7.33 million in liabilities.
DIAMOND 1 FINANCE: Fitch Rates Unsecured Notes Offering 'BB+'
-------------------------------------------------------------
Fitch Ratings has rated co-issuers, Diamond 1 Finance Corporation
(Finco 1) and Diamond 2 Finance Corporation (Finco 2), senior
unsecured notes offering 'BB+' ahead of Dell Inc.'s (Dell)
acquisition of EMC Corp. (EMC).
Following the acquisition, Finco 1 will merge into Dell
International LLC (Dell International), a wholly owned subsidiary
of Dell, and Finco 2 will merge into EMC. Dell International and
EMC will be the respective surviving entities and co-issuers and
will assume all of Finco 1's and Finco 2's obligations under the
notes, related indentures and other financings incurred to
facilitate the EMC acquisition, including $20 billion of senior
secured notes issued May 17, 2016.
Finco 1 and Finco 2 will deposit the gross proceeds from the
unsecured notes to an escrow account, which will be pledged as
security for the benefit of holders of the unsecured notes. The
senior unsecured notes include special mandatory redemption at 100%
of initial issue price plus accrued interest if the EMC acquisition
does not close on or prior to Dec. 16, 2016. The new senior
unsecured notes will be structurally senior to Dell's and EMC's
existing senior unsecured indebtedness, resulting in an at least
one notch lower rating for these existing senior unsecured
instruments.
Dell and Dell International's current 'BB' Issuer Default Rating
(IDR) and related specific issue-level ratings remain on Rating
Watch Positive. Fitch placed Dell and Dell International's ratings
on Rating Watch Positive on Oct. 13, 2015 following the
announcement Dell will acquire EMC Corporation for a total
consideration of $67 billion. The senior unsecured notes rating
assigned in this release and other debt incurred to fund the EMC
acquisition are not on Watch Positive.
Resolution of the Positive Rating Watch will be triggered upon the
successful closing of the EMC acquisition and will be predicated on
Fitch's view of Dell's pro forma capital structure, the
reasonableness of the company's debt reduction plan and related
potential asset sales and execution risks surrounding the
realization of anticipated cost synergies.
KEY RATING DRIVERS
The ratings and Outlook reflect Fitch's expectations for:
-- Significant post-merger debt reduction: Fitch expects Dell
will use $4 billion to $5 billion of combined annual free cash
flow (FCF) and net proceeds from the recently announced
approximately $3.1 billion sale of Dell Services to NTT Data
Corp. for debt reduction. Dell announced the definitive
agreement on March 28, 2016 and expects the deal to close in
the current fiscal year, pending customary regulatory
approvals. Fitch expects any incremental asset divestitures
would accelerate debt reduction.
-- Weak credit protection measures: Fitch expects credit
protection measures will remain weak through at least fiscal
2018. Fitch estimates Dell will close the EMC acquisition with
core leverage (excluding debt and operating EBITDA associated
with the financing unit) of roughly 6x. Nonetheless, Fitch
believes debt reduction from asset divestitures, growing FCF
from profit margin expansion and more efficient working
capital management can drive core leverage approaching 3x in
fiscal 2019.
-- Increased scale and diversification: Fitch believes the
addition of EMC increases Dell's scale and diversification,
including share leadership in rapidly growing emerging storage
markets, as well as strong positions in high-value and mid-
range legacy products. The addition of EMC increases Dell's
annual revenue by 50% to roughly $75 billion and more than
doubles Dell's operating EBITDA to nearly $8.5 billion (before
acquisition related synergies) from a Fitch estimated $3.2
billion for fiscal year ended Jan. 29, 2016.
-- Still-meaningful PC exposure: Despite a more diversified post-
combination sales mix, Dell will remain meaningfully exposed
to the PC market, which remains in secular decline. Dell's PC
exposure, which is embedded in the Client Solutions Group
(CSG) segment, will decrease to roughly half of sales
(excluding VMware and Dell Services) from more than two-thirds
and to less than 40% of segment operating income from well
over half as the result of the EMC acquisition. Fitch believes
the PC market could begin stabilizing over the intermediate
term benefiting from an aging installed base and processor
refreshes but shipments will decline by a mid-single-digit
rate in calendar 2016 and low-single-digit rate in calendar
2017. Meanwhile, Fitch expects Dell, along with the other
three top PC vendors, will continue consolidating share from
smaller players.
-- Stable enterprise performance: Fitch expects operating
performance for Dell's Enterprise Services Group (ESG), which
sells x86 servers and networking gear to enterprise customers,
will remain stable, despite the significant majority of market
growth coming from hyperscale providers buying from original
design manufacturers (ODM). While hyperscale could represent
more than 40% of the server shipment market over the
intermediate term, Fitch expects low-single-digit growth for
the rest of the market, including enterprise and tier 2 cloud
providers, which typically require higher service and support.
Increasing attach rates should also bolster operating results.
-- Credible profit expansion roadmap: Fitch expects operating
EBITDA growth and margin expansion from Dell's $2 billion of
acquisition-related annual cost synergies, which are
incremental to Dell's $550 million and EMC's $800 million of
standalone annual cost take-down programs currently being
executed. Dell anticipates achieving acquisition synergies on
a run-rate basis in fiscal 2018. In addition to customary
eliminations of overlapping fixed costs, Fitch expects Dell's
increased purchasing scale and more efficient supply chain
will drive costs savings. Fitch expects operating EBITDA
approaching $12 billion in fiscal 2018 and ranging from $12
billion to $14 billion over the intermediate term with
operating EBITDA margins expanding to the mid-teens from low-
teens over the same timeframe.
-- Emerging storage leadership: Fitch expects EMC's leadership in
emerging storage solutions to strengthen operating results. \
EMC's strong share positions in emerging storage solutions
(all flash arrays, converged and scale-out NAS and object) to
grow at varying rates at well over double-digits and offset
negative 10% growth in legacy storage products, in which Dell
and EMC combined also have strong share. Gross profit margin
should remain pressured by this transition, although Fitch
expects standalone cost reductions and acquisition-related
cost synergies will stabilize operating profitability in the
Information Storage segment over the intermediate term.
-- Support from VMware: Fitch includes operating results
representing EMC's proportional share of VMware, the leading
virtual storage-maker in which EMC has an 81% equity ownership
stake. Fitch expects Dell will continue consolidating VMware's
operating results, including more than $6.6 billion of
revenues and $2 billion of Fitch estimated operating EBITDA
for 2015. Fitch expects mid- to high-single-digit top-line
growth for VMware through the intermediate term and stable
profit margins from ongoing cost realignments. Fitch considers
VMware an important element of Dell's technology portfolio and
in achieving potential revenue synergies. As a result, Fitch
does not anticipate VMware paying dividends (aside from the
expectation Dell will roll over $1.5 billion of inter-company
notes benefitting EMC) or directly supporting debt at Dell.
-- Upon consummation of Dell's acquisition of EMC, the new
secured notes and guarantees will be secured on a pari passu
basis with the senior secured credit facilities, on a first-
priority basis by all the tangible and intangible assets of
the issuers and guarantors that secure obligations under the
senior secured credit facilities, including pledges of all
capital stock of the issuers, of Dell and certain wholly-owned
material subsidiaries of the issuers and guarantors (limited
to 65% of the voting stock of any foreign subsidiary). The
collateral will not include a pledge of certain assets or
equity interests of certain subsidiaries, including VMware.
KEY ASSUMPTIONS
-- Low-single-digit organic revenue growth through the forecast
period following the combination, driven by emerging storage,
enterprise servers and stabilizing PC market.
-- Dell and EMC achieve standalone cost reductions in fiscal 2017
and integration-related cost synergies in fiscal 2018,
resulting in operating EBITDA approaching $12 billion in
fiscal 2018.
-- Dell closes the Dell Services sale in fiscal 2017 and applies
net proceeds from the transaction, as well as net proceeds
from incremental asset sales, to debt reduction.
-- Dell uses $4 billion to $5 billon of annual FCF to reduce
debt, resulting in core leverage approaching 3x in fiscal
2019.
RATING SENSITIVITIES
The following could result in positive rating actions:
Fitch expects to resolve the Positive Watch and upgrade the
Long-Term Issuer Default Rating (IDR) to 'BB+' if:
-- Dell clears remaining hurdles to the EMC acquisition,
including approvals by the SEC, MOFCOM and EMC's shareholders;
-- Fitch believes Dell is on track to close the acquisition
of EMC as currently contemplated, including Fitch's
expectations for positive long-term organic revenue growth
and remaining on track to reduce debt with net proceeds from
the Dell Services sale.
Negative rating actions could occur if Fitch expects:
-- Pre-dividend FCF margin remains below 2% for a sustained
period;
-- Core leverage exceeds 3.5x for a sustained period from
significant revenue declines.
LIQUIDITY
Upon consummation of the acquisition, Fitch expects Dell's
liquidity will be solid and supported by:
-- $9.2 billion of cash and cash equivalents;
-- $3 billion senior secured revolving credit facility (RCF), of
which $1.9 billion will be drawn at closing.
Fitch's expectations for $4 billion to $5 billion of annual FCF
also will support liquidity.
Fitch expects core debt at closing (before use of any net proceeds
from asset divestitures) will be approximately $51 billion with an
additional $4.5 billion of debt to support Dell's financing
business based on a debt-to-equity ratio of 7:1 of financing
assets.
FULL LIST OF CURRENT RATINGS
Fitch rates the senior unsecured notes offering for Diamond 1
Finance Corporation and Diamond 2 Finance Corporation (co-issuers)
'BB+'.
As a result, Fitch currently rates Diamond 1 Finance Corporation
and Diamond 2 Finance Corporation (co-issuers) as follows:
-- Senior secured first-lien notes 'BBB-/RR1';
-- Senior unsecured notes 'BB+'.
Fitch currently rates the senior secured 1-st lien term loan B
borrowed by Dell International to fund the EMC acquisition
'BBB-/RR1'.
Fitch maintains the following existing ratings for Dell and Dell
International on Rating Watch Positive:
Dell Inc.
-- Long-Term IDR 'BB';
-- Senior unsecured debt 'BB/RR4'.
Dell International LLC
-- Long-Term IDR 'BB';
-- Senior secured first lien ABL facility 'BBB-/RR1';
-- Senior secured first lien term loans to 'BBB-/RR1';
-- Senior secured notes to 'BBB-/RR1'.
DRAFTDAY FANTASY: Changes Name to "Function(x) Inc."
----------------------------------------------------
DraftDay Fantasy Sports Inc. changed its corporate name to
"Function(x) Inc." by filing a Certificate of Amendment to its
Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware. The Company's common
stock will begin being quoted on the NASDAQ Stock Market under the
symbol "FNCX" on June 13, 2016. The Company has been assigned the
CUSIP number 36077T 108. The Company's stockholders are not
required to take any action with regard to their ownership of
shares of stock of the Company in connection with the name change.
On June 10, 2016, the Company's transfer agent, American Stock
Transfer & Trust Company, sent a notice to the Company's
stockholders announcing a meeting of stockholders scheduled for
June 29, 2016, for the purpose of (i) updating the stockholders on
the status of the Company; (ii) answering any questions that
Company stockholders may have, and (iii) conducting such other
business as may properly come before the board. No votes are
expected to be taken at the meeting, and the Company is not
soliciting any proxies in connection with the meeting. The Company
is not aware of any business to be brought before the meeting.
About DraftDay
DraftDay Fantasy Sports Inc., formerly known as Viggle Inc., offers
a high quality daily fantasy sports experience directly to
consumers and to businesses desiring turnkey solutions to new
revenue streams. DraftDay Fantasy Sports Inc. is the largest
shareholder of DraftDay Gaming Group, with a 44% stake. Sportech
owns 35%. By combining and capitalizing on the well-established
operational business assets of DraftDay and Sportech, the new
DraftDay is well-positioned to become a significant player in the
explosive fantasy sports market. DraftDay has paid out over $30
million in prizes with increased player retention and brand
loyalty. DraftDay Fantasy Sports also operates MyGuy and Viggle
Football both of which offer real-time interactive participation
with professional and college football games; Wetpaint, which
offers entertainment and celebrity news; and Choose Digital, a
digital marketplace platform that allows companies to incorporate
digital content into existing rewards and loyalty programs in
support of marketing and sales initiatives.
"The Company is unlikely to generate significant revenue or
earnings in the immediate or foreseeable future. The continuation
of the Company as a going concern is dependent upon the continued
financial support from its stockholders, the ability of the Company
to obtain necessary equity or debt financing to continue
development of its business and to generate revenue. Management
intends to raise additional funds through equity and/or debt
offerings until sustainable revenues are developed. There is no
assurance such equity and/or debt offerings will be successful and
therefore there is substantial doubt about the Company's ability to
continue as a going concern within one year after the financial
statements are issued," according to the Company's quarterly report
for the period ended Dec. 31, 2015.
As of March 31, 2016, DraftDay had $32.4 million in total assets,
$48.6 million in total liabilities, $12.5 million in series C
convertible redeemable preferred stock and a $28.6 million total
stockholders' deficit.
ECOSPHERE TECHNOLOGIES: Maturity of $5.5M Debt Extended to 2017
---------------------------------------------------------------
Ecosphere Technologies, Inc., has entered into a series of material
agreements extending $5,499,000 of its indebtedness including its
secured indebtedness until Dec. 15, 2017. At the same time the
Company received $500,000 in working capital from its secured
lender. The Company believes that by restructuring $5,499,000 of
its short-term debt into long-term debt it has taken significant
steps to address the liquidity issues disclosed in its Form 10-K.
On June 3, 2016, the Company and Brisben Water Solutions, LLC
entered into a loan arrangement pursuant to which the Lender loaned
the Company $500,000 in exchange for a 10% secured convertible
promissory note convertible into shares of common stock of the
Company at $0.115 per share. The loan matures
Dec. 15, 2017. As further consideration for the loan, the Company
also issued the Lender 8,695,652 five-year warrants to purchase
shares of the Company's common stock, exercisable at $0.045 per
share.
The Lender also agreed to extend the maturity of prior loans to the
Company totaling $2,904,000 in principal to Dec. 15, 2017.
Additionally, the Company reduced the exercise price of 51,066,847
warrants held by the Lender from $0.115 to $0.045 per share and
extended the expiration date of the warrants to June 3, 2021. In
connection with the foregoing, the Company issued the Lender an
Amended and Restated Note combining the principal amounts of all
the Lender's outstanding loans to the Company. The Company also
issued the Lender two Amended and Restated Warrants combining all
of the Lender's outstanding warrants.
The obligations under the Note are secured by an Amended and
Restated Security Agreement between the parties. In addition to the
prior collateral, the collateral securing the Note consists of the
Company's Ozonix patents, except for all agricultural uses.
Previously disclosed provisions pursuant to which, until repayment
of the Note, the Company has agreed to apply certain revenues and
proceeds toward repayment of the Note remain in effect.
On June 6, 2016, the Company entered an agreement with four holders
of the Company's convertible notes, with an outstanding balance in
the aggregate amount of $2,000,000, to extend the maturity of such
notes, originally due Dec. 15, 2016, to Dec. 15, 2017. In
connection with the extension of the maturity date, the Company
reduced the exercise price of 18,333,331 warrants held by the
Holders from $0.115 to $0.045 per share and extended the expiration
date of the warrants to June 3, 2021. The Holders also agreed that
at any time there is an effective registration statement on Form
S-1 or other appropriate form, they will exercise the warrants for
cash rather than on a cashless basis.
On June 9, 2016, the Company entered into agreements with two funds
to extend the due dates of their past due notes totaling $595,000
to Dec. 15, 2017. Additionally, the Company reduced the conversion
price of the funds' notes to $0.045 per share and the exercise
price of the funds' 1,562,500 warrants to $0.045 per share. In
exchange, the funds agreed to convert the notes prior to exercising
warrants to the extent that there is authorized capital. They also
agreed that at any time there is an effective registration
statement on Form S-1 or other appropriate form, they will exercise
the warrants for cash rather than on a cashless basis.
About Ecosphere Technologies
Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets. Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.
Ecosphere reported a net loss of $23.06 million on $721,179 of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $11.49 million on $1.11 million of total revenues for the
year ended Dec. 31, 2014.
As of March 31, 2016, the Company had $2.08 million in total
assets, $11.85 million in total liabilities, $3.90 million in total
redeemable convertible cumulative preferred stock, and a total
deficit of $13.68 million.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company reported a
net loss of $23,067,761 and $11,496,463 in 2015 and 2014,
respectively, and cash used in operating activities of $1,761,946
and $4,550,454 in 2015 and 2014, respectively. At December 31,
2015, the Company had a working capital deficiency, stockholders'
deficit and accumulated deficit of $9,322,066, $12,218,672 and
$132,397,790 respectively. These matters raise substantial doubt
about the Company's ability to continue as a going concern.
EMPIRE RESORTS: Kien Huat Commits to Provide $525M Financing
------------------------------------------------------------
To give Empire Resorts, Inc. greater flexibility in assessing
alternatives for meeting its project financing needs, and to enable
the Company to time drawdowns on such financing to its advantage,
on June 7, 2016, the Company and Kien Huat Realty III Limited,
Empire's largest stockholder, entered into a letter agreement
concerning the additional financing needed to complete the
construction of the Montreign Resort Casino.
The Casino Project, is being developed by Montreign Operating
Company, LLC, a wholly-owned subsidiary of Empire, on the site of
Adelaar Resort in Sullivan County, New York. Pursuant to the June
2016 Kien Huat Commitment, Kien Huat committed to provide the
Company with up to $525 million of such financing, in the form of
debt and/or equity investment, necessary to complete the
construction of the Casino Project that it cannot obtain from third
party financing sources. The Company agreed to use commercially
reasonable efforts to obtain third party financing to complete the
Casino Project. In the event Kien Huat provides any financing to
support the construction of the Casino Project pursuant to this
June 2016 Kien Huat Commitment, Kien Huat shall be entitled to
receive a funding fee of 1.75% of the amount so funded, or such
other amount as may be mutually agreeable to the parties. As the
Company believes it has sufficient cash on hand to finance the
construction of the Casino Project through December 2016, draw down
on any financing provided pursuant to this June 2016 Kien Huat
Commitment could occur no earlier than September 2016. Kien Huat's
obligation to provide an additional $35 million of equity financing
in the form of a rights offering pursuant to the terms described in
that certain Commitment Letter, dated
June 26, 2014, and last amended on Sept. 22, 2015, is unaffected by
the June 2016 Kien Huat Commitment and remains in full force and
effect. The proceeds of such Follow-on Rights Offering will also
be used in support of the construction of the Casino Project and
the golf course and entertainment village being developed by the
Company, all of which are to be located within Adelaar.
About Empire Resorts
Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.
Empire Resorts reported a net loss applicable to common
shareholders of $36.8 million on $68.2 million of net revenues for
the year ended Dec. 31, 2015, compared to a net loss applicable to
common shareholders of $24.1 million on $65.2 million of net
revenues for the year ended Dec. 31, 2014.
As of March 31, 2016, Empire Resorts had $334.73 million in total
assets, $37.69 million in total liabilities and $297.04 million in
total stockholders' equity.
ETERNAL ENTERPRISE: A Theft, a Trustee Request, and Now a Fire
--------------------------------------------------------------
Eternal Enterprise, Inc., ask the Bankruptcy Court for permission
to use rent receipts and any other cash collateral pledged to repay
loans from Hartford Holdings, LLC, related to eight properties
located in Hartford, Conn. The Debtor's lawyer indicates that this
request is being made at the Court's request.
The Debtor tells the Court it anticipates that it will require the
use of approximately
$264,000 of cash collateral for the 60-day period from June 15,
2016 to August 14, 2016.
The Debtor has also asked the Court for permission to suspend
making adequate protection payments due to a fire that occurred on
Mon., June 6, 2016, "until after the proposal and confirmation of
the new petition or plan, which is ruled by the Court."
As reported in the Troubled Company Reporter on Apr. 4, 2016,
secured creditor Hartford Holdings, LLC, asked for a Chapter 11
Trustee to take possession of Eternal Enterprise, Inc.'s assets and
control of the company's chapter 11 proceeding following the
"incomprehensible defalcation of over $300,000 from this case by
the Debtor's former counsel." The money that was taken from the
estate was reported to have been held in a tax escrow at the
Debtor's counsel's office, but when it was time to make the tax
payment, the money was gone.
Eternal Enterprise, Inc., filed a chapter 11 petition (Bankr. D.
Conn. Case No. 14-20292) on Feb. 19, 2014, estimating its assets at
less than $100,000 and its liabilities at more than $1 million.
The Debtor is now represented by:
Irene Costello, Esq.
Shipkevich, PLLC
65 Broadway, Suite 508
New York, NY 10006
Telephone: (212) 2523003
E-mail: icostello@shipkevich.com
EVERGREEN FINANCIAL: Court Grants Bid to Dismiss Appeal as Moot
---------------------------------------------------------------
Judge Beth Labson Freeman of the United States District Court for
the Northern District of California, San Jose Division, granted
Appellant's motion to dismiss the appeal as moot and dismissed as
moot the appeal in the case captioned EVERGREEN FINANCIAL GROUP,
L.P., Appellant, v. CITY NATIONAL BANK, Appellee, Case No.
16-cv-00430-BLF (N.D. Calif.).
Debtor/Appellant Evergreen Financial Group, L.P. has appealed an
order of the Bankruptcy Court granting Appellee City National
Bank's motion for relief from stay. The Bank moves to dismiss the
appeal as moot.
A full-text copy of the Order dated June 2, 2016 is available at
https://is.gd/YhHmAP from Leagle.com.
Evergreen Financial Group, L.P., Appellant, is represented by Jason
Nels Vogelpohl, Esq. -- Central Coast Bankruptcy.
City National Bank, Appellee, is represented by Brian L. Holman,
Esq. -- b.holman@mpglaw.com -- Musick, Peeler and Garrett LLP.
FINJAN HOLDINGS: Has License and Settlement Pact with Proofpoint
----------------------------------------------------------------
Finjan Holdings, Inc., and Proofpoint have reached a mutually
agreed patent license, settlement and release agreement.
Specifically, Case No. 3:15-cv-5808-HSG, entitled Finjan, Inc. v.
Proofpoint, Inc. and Armorize Technologies, Inc., pending before
the Honorable Haywood S. Gilliam, Jr. in the U.S. District Court
for the Northern District of California, was dismissed with
prejudice on June 7, 2016.
As part of the settlement, Proofpoint will obtain a license to the
Finjan patent portfolio and pay an aggregate of $10.9 million in
cash as follows: (A) $4.3 million within three business days of
execution of the definitive agreement, which Finjan received on
June 6, 2016, (B) $3.3 million on or before Jan. 4, 2017, and (C)
$3.3 million on or before Jan. 3, 2018. The terms of the Agreement
are confidential.
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.
FRONTIER SALOON: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: Frontier Saloon, LLC
fdba Texaritas
fdba Texaritas Mesquite Grill Steakhouse
fdba Texarita Steak House
16475 Dallas PArkway
Suite 700
Dallas, Tx 75001
Case No.: 16-32342
Chapter 11 Petition Date: June 9, 2016
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Stacey G. Jernigan
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Rd., Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
E-mail: eric@ealpc.com
Total Assets: $4.55 million
Total Liabilities: $85,000
The petition was signed by Jerry Reed, president of managing
member.
A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb16-32342.pdf
GABRIEL ENTERPRISES: Judge Papalia Dismisses Rent Receiver
----------------------------------------------------------
The Honorable Vincent F. Papalia entered an order last week grating
Gabriel Enterprises, LLC, access to cash collateral and adequate
protection, removing a rent receiver, and compelling the turnover
of property to the estate.
Judge Papalia's order entered last week gives Gabriel access to
rent receipts and any other cash collateral pledged to its secured
lender to use in the ordinary course of business. The lender, in
turn, is granted postpetition replacement liens and will receive
monthly adequate protection payments.
Judge Papalia instructed a Rent Reveiver appointed in prepetition
state court litigation to advise the state court about the
bankruptcy filing and seek an order relieving him from his
appointed duties. Judge Papalia further directed the Receiver to
turnover all estate property in his possession to the debtor's
bankruptcy lawyers.
Gabriel Enterprises, LLC, owns properties located on Park St. in
Orange, N.J. Gabriel filed a chapter 11 petition (Bankr. D.N.J.
Case No. 16-11759) on Feb. 1, 2016, and is represented by David L.
Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP, in Wayne,
N.J. At the time of the filing, the Debtor disclosed $1.21 million
in assets and $1.40 million in liabilities.
GASTAR EXPLORATION: BlackRock Reports 4.9% Stake as of May 31
-------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of May 31, 2016, it
beneficially owns 6,408,277 shares of common stock of Gastar
Exploration Inc. representing 4.9 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at https://is.gd/iJcn5N
About Gastar Exploration
Gastar Exploration Inc. is an independent energy company engaged in
the exploration, development and production of oil, condensate,
natural gas and natural gas liquids in the United States. Gastar's
principal business activities include the identification,
acquisition, and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays. In Oklahoma, Gastar is developing
the primarily oil-bearing reservoirs of the Hunton Limestone
horizontal play and is testing other prospective formations on the
same acreage, including the Meramec Shale and the Woodford Shale,
which is referred to as the STACK Play and emerging prospective
plays in the shallow Oswego formation and in the Osage formation, a
deeper bench of the Mississippi Lime located below the Meramec
Shale. In West Virginia, Gastar has developed liquids-rich natural
gas in the Marcellus Shale and has drilled and completed two
successful dry gas Utica Shale/Point Pleasant wells on its acreage.
Gastar has entered into a definitive PSA to sell substantially all
of its assets and proved reserves and a significant portion of its
undeveloped acreage in the Appalachian Basin. For more
information, visit Gastar's Web site at http://www.gastar.com/
Gastar Exploration reported a net loss attributable to common
stockholders of $473.98 million for the year ended Dec. 31, 2015,
compared to net income attributable to common stockholders of
$36.52 million for the year ended Dec. 31, 2014.
* * *
As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S.-based oil and
gas exploration and production (E&P) company Gastar Exploration
Inc. to 'CCC-' from 'CCC+'. The downgrade follows Gastar's
announcement that it had just $29 million of cash on hand and a
fully drawn revolver. The company's borrowing base current stands
at $180 million, but will be reduced to $100 million at the earlier
of the close of the Appalachian asset sale or April 10, 2016.
Proceeds from the Appalachian asset sale are expected to be $80
million.
As reported by the TCR on June 2, 2016, Moody's Investors Service
downgraded the Corporate Family Rating of Gastar Exploration Inc to
Caa3 from Caa1, the rating on its senior secured notes due 2018 to
Caa3 from Caa2, and the speculative grade liquidity (SGL) to SGL-4
from SGL-3. The rating outlook was changed to negative from
stable. The downgrade of Gastar's CFR to Caa3 reflects the
company's weakened liquidity and reduced size following the sale of
its Appalachian assets in April 2016.
GAWKER MEDIA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gawker Media, LLC
fdba Gawker Sales, LLC
fdba Gawker Entertainment, LLC
fdba Gawker Technology, LLC
fdba Blogwire, Inc.
114 5th Ave., 2nd Floor
New York, NY 10011
Case No.: 16-11700
Type of Business: Media Company
Chapter 11 Petition Date: June 10, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Stuart M. Bernstein
Debtor's Counsel: Gregg M. Galardi, Esq.
David B. Hennes, Esq.
Michael S. Winograd, Esq.
ROPES & GRAY LLP
1211 Avenue of the Americas
New York, NY 10036
Tel: 212-596-9000
Fax: 212-596-9090
Email: gregg.galardi@ropesgray.com
david.hennes@ropesgray.com
michael.winograd@ropesgray.com
Debtor's William Holden
Chief OPPORTUNE, LLP
Restrucuting 10 East 53rd Street, 33rd Floor
Officer: New York, NY 10022
Debtor's HOULIHAN LOKEY CAPITAL, INC.
Investment
Banker:
Debtor's PRIME CLERK LLC
Claims,
Balloting
and
Administrative
Agent:
Estimated Assets: $50 million to $100 million
Estimated Debts: $100 million to $500 million
The petition was signed by William Holden, chief restructuring
officer.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Terry Gene Bollea Litigation $130,000,000
Harder Mirell & Abrams
132 S Rodeo Dr Ste 301
Beverly Hills, CA 90212
Tel: 424‐203‐1600
Email: charter@hmafirm.com
Morrison Cohen LLP Trade Debt $115,379
dcohen@morrisoncohen.com
Risk Strategies Company Trade Debt $82,300
DeWitt Stern Group
SimpleReach, Inc. Trade Debt $82,215
ops@simplereach.com
Google Inc. (DoubleCiick) Trade Debt $67,603
collections-us@google.com
Cloudinary Ltd. Trade Debt $54,022
billing@cloudinary.com
Krux Digital Trade Debt $51,143
billing@krux.com
Fastly Trade Debt $42,051
marketing@fastly.com
billing@fastly.com
Fried, Frank, Harris, Shriver & Trade Debt $39,578
Jacobson LLP
annemarie.crouch@friedfrank.com
Medialink Trade Debt $37,800
accounting@medialink.com
DataGram Trade Debt $30,006
billing@datagram.com
Getty Images Trade Debt $29,680
sales@gettyimages.com
The Hartford Trade Debt $27,470
JW Player (Longtail Ad Solutions, Trade Debt $22,900
Inc.)
payments@jwplayer.com
Specless Trade Debt $22,500
steve@gospecless.com
Moat Inc. Trade Debt $20,443
jonah@moat.com
Google, Inc. (Analytics) Trade Debt $17,500
collections-us@google.com
Brandtale Trade Debt $16,331
ben@brandtale.com
STAQ, INC. Trade Debt $15,750
ar@staq.com
Shenker & Bonaparte, LLP Trade Debt $13,566
brooke@bb-law.net
GAWKER MEDIA: Ch. 11 Filing Shows Future in Doubt
-------------------------------------------------
Sydney Ember, writing for The New York Times' DealBook, reported
that Gawker Media, the irreverent company that pioneered the wry
tone and take-no-prisoners approach that came to embody a certain
style of web journalism, put itself up for sale on June 10 in an
acknowledgment that its future as an independent news organization
was in doubt.
According to the report, Gawker said it had filed for Chapter 11
bankruptcy and would conduct a sale through an auction. The
company is under significant financial pressure from a $140 million
legal judgment in an invasion-of-privacy lawsuit by the former
wrestler Hulk Hogan and facing a determined foe in the Silicon
Valley billionaire Peter Thiel, who is funding legal cases against
it, the report related.
Ziff Davis, a digital media company, has submitted an opening bid,
which a person briefed on Gawker's plans said was in the range of
$90 million to $100 million, the report added. Gawker expects a
sale to close by the end of the summer, the report cited a person
who spoke on condition of anonymity to discuss the sale process.
The decision to file for bankruptcy and put itself up for sale is
the latest development for a company that has faced a seemingly
unending barrage of bad news in the last year, the report said.
There was the maelstrom last summer after Gawker published, and
then removed, an article about a married male media executive who
sought to hire a gay escort, the report added.
GAWKER MEDIA: Seeks Extension of Stay to Non-Debtor Defendants
--------------------------------------------------------------
Gawker Media, LLC, together with parent Gawker Media Group, Inc.
and affiliate Kinja, Kft., filed an adversary complaint against
Meanith Huon, Ashley Terrill, Teresa Thomas, Shiva Ayyadurai, Terry
Gene Bollea, Charles C. Johnson, and Got News LLC seeking
injunctive relief and/or extension of the automatic stay to Nick
Denton and certain individual defendants in lawsuits pending across
the United States.
As of the Petition Date, there were numerous lawsuits involving
Gawker Media relating to activities and events prior to the
Petition Date. Each lawsuit involves claims against not only
Gawker Media, but also against one or more of its current and
former employees including Mr. Denton, the Company's founder and
the current president and chief executive officer of GMGI and
president of Gawker Media. Other Individual Defendants include:
-- John Cook, executive editor of Gawker.com, employed by the
Debtor since October 2010 (except for a brief period between
March 2014 and January 2015).
-- A.J. Daulerio, former editor-in-chief of Gawker.com,
employed by the Debtor until January 2013.
-- Gabrielle Darbyshire, formerly the chief operations officer
of Gawker Media, a founding member of the Debtor. Ms.
Darbyshire was employed by the Debtor from January 2008
through June 2013.
-- Greg Howard is a former writer for Deadspin.com. Mr. Howard
was employed by the Debtor from February 2014 until March
2016.
-- JK Trotter is a writer for Gawker.com. Mr. Trotter has been
employed by the Debtor since August 2013.
-- Sam Biddle, a senior writer at Gawker.com, has
been employed by the Debtor since August 2010.
The Actions include:
(a) Bollea v. Gawker Media, LLC, et al., No. 12012447-CI-011 (Fla.
6th Jud. Cir. Pinellas Cty.) (the "Bollea Litigation") Gawker
Media, Nick Denton, and AJ Daulerio are defendants in this lawsuit
for invasion of privacy, right of publicity, intrusion upon
seclusion, intentional infliction of emotional distress, and
violations of Florida's wiretap statute arising from publication of
a report and commentary and accompanying video excerpts involving
Plaintiff's extramarital affair, a tape depicting it, and
Plaintiff's sex life and public persona more generally. A Florida
jury awarded $140.1 million to the Plaintiff. Mr. Denton and Mr.
Daulerio are each jointly and severally liability on $115 million
of the judgment. An additional $10 million of punitive damages was
assessed against Mr. Denton separately, and an additional $100,000
of punitive damages was assessed against Mr. Daulerio separately.
The bond to stay execution of the judgments pending appeal is $50
million for each of the Bollea Litigation defendants. The court
has refused to reduce the cash bond and denied Gawker Media's
request to post stock or alternative collateral in lieu of the
bonds. As of June 10, 2016, the judgments in the Bollea Litigation
became available for execution.
(b) Huon v. Denton, et al., No. 11-cv-03054 (N.D. Ill.) and on
appeal No. 15-3049 (7th Cir.) (the "Huon Litigation") Gawker Media,
Nick Denton and Gabrielle Darbyshire are defendants in this suit,
which asserts causes of action for defamation and related torts
arising from an article published by Gawker and from third-party
user comments posted on Gawker's website. The article at issue
reported on plaintiff's filing of a lawsuit against another
publisher, Above the Law, over its report about an Illinois
criminal proceeding in which Huon was charged with rape and
acquitted by a jury. The trial court dismissed the case against
each Gawker defendant (including the individuals). Huon appealed
the decision and the U.S. Court of Appeals for the Seventh Circuit
heard argument on May 31, 2016. Huon is seeking at least
$100,000,000 in damages.
(c) Ashley Terrill v. Gawker Media, LLC, et al., No. 16-CV-00411
(S.D.N.Y.) (the "Terrill Litigation") Gawker Media, Sam Biddle,
John Cook, and Nick Denton are defendants in this suit for
defamation, breach of confidence, intentional interference with
prospective economic advantage, fraudulent misrepresentation, and
negligent hiring and retention. The suit arises from an article
regarding plaintiff's investigation into a former executive for the
dating application Tinder, and plaintiff's belief that she was
being harassed for undertaking the investigation. The Terrill
Litigation is currently pending in the Southern District of New
York. The Court is expected to set a briefing schedule for
Defendants' motion to dismiss in June 2016. Plaintiff is seeking
at least $10,000,000 in damages.
(d) Teresa Thomas v. Gawker Media, LLC, et al., No. 16-CV-09519
(Or. Multnomah Cty. Cir. Ct.) (the "Thomas Litigation") Gawker
Media, Nick Denton, and John Cook are defendants in this defamation
and invasion of privacy suit arising from an article that
referenced plaintiff's employment at Yahoo Inc. and her potential
romantic involvement with a Yahoo, Inc. executive. The case is
pending in the Circuit Court for the State of Oregon, County of
Multnomah. There has been no activity in the case to date aside
from the filing of the complaint and purported service of the
complaint. The plaintiff is seeking $74,000 in damages.
(e) Ayyadurai v. Gawker Media, LLC, et al., No. 16-CV-10853 (D.
Mass.) (the "Ayyadurai Litigation") Gawker Media, Nick Denton, Sam
Biddle, and John Cook are defendants in this suit for libel,
intentional interference with prospective economic advantage,
intentional infliction of emotional distress, and negligent hiring
and retention. The suit arises from publication of three articles
regarding the plaintiff's claims to have invented e-mail. The
complaint is filed in the District of Massachusetts, but the
Defendants have not been served. The plaintiff is seeking at least
$35,000,000 in damages.
(f) Charles C. Johnson, et al. v. Gawker Media, LLC, et al., No.
15CECG03734 (Cal. Super. Ct. Fresno Cty.) (the "Johnson
Litigation") Gawker Media, J.K. Trotter, and Greg Howard are
defendants in this suit for defamation, injurious falsehood,
invasion of privacy, and conspiracy to interfere with civil rights.
The suit arises from three articles regarding plaintiff's
behavior. The complaint was filed in Superior Court of California,
County of Fresno, but Defendants have not been served. The
plaintiff is seeking at least $24,000,000 in damages.
Pursuant to Section 362 of the Bankruptcy Code, the Actions are
automatically stayed as against Gawker Media, but not automatically
stayed as against Mr. Denton or the Individual Defendants.
"The Court should enjoin the Actions as against Mr. Denton and the
Individual Defendants because continued pursuit of the Actions
against them will imperil the Debtor's reorganization process,
deplete the assets of the Debtor's estates, and lead to inequitable
results for a number of reasons," said Gregg M. Galardi, Esq., at
Ropes & Gray LLP, one of the Debtor's attorneys.
According to the Debtors, its indemnification obligations as to Mr.
Denton and the Individual Defendants mean that, in addition to
having to pay for defense costs, any judgments that are entered
against Mr. Denton or the Individual Defendants would have a
crippling effect on its estates, prospect of reorganization, and
distribution to creditors.
"If the automatic stay is not extended to the Individual
Defendants, it would signal to all of the Debtor's employees that
they may be left to litigate any such present or future lawsuits
alone. The prospect of facing these lawsuits without the benefit
or support of the Debtor could have a potentially disastrous
chilling effect on the Debtor's work force, driving writers and
editors to leave the Debtor. As a result, the Debtor would see a
precipitous decline in its going concern value and diminished
prospects for a successful reorganization," Mr. Galardi added.
About Gawker Media
Founded in 2002 by Nick Denton, Gawker Media is privately-held
online media company operating seven distinct media brands with
corresponding websites under the names Gawker, Deadspin,
Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's
various Websites cover, among other things, news and commentary on
current events, politics, pop culture, sports, cars, fashion,
productivity, technology and video games.
On June 10, 2016, Gawker Media, LLC filed a voluntary petition
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The
Debtor's case is assigned to the Honorable Stuart M. Bernstein and
is assigned case number 16-11700.
The Debtor has engaged Ropes & Gray LLP as bankruptcy counsel,
Opportune LLP as restructuring advisor, Houlihan Lokey Capital,
Inc. as investment banker and Prime Clerk LLC as notice, claims,
balloting and administrative agent.
GONZALEZ GROUP: Denied Access to Comerica's Cash Collateral
-----------------------------------------------------------
The Honorable John T. Gregg denied Gonzalez Group Jonesville, LLC's
request to use cash collateral pledged to repay about $6 million
owed to Comerica Bank in order to meet payroll obligations to its
50 employees, sustain its operation, and preserve its assets for
the benefit of its creditors. The Debtor proposed to grant
Comerica postpetition replacement liens, and projected that cash
receipts will exceed cash disbursements by about $67,000 during the
next 13 weeks.
On June 9, 2016, the court conducted a hearing on the Motion. At
the hearing, Comerica Bank was represented by Brian R. Trumbauer,
Esq. -- btrumbauer@bodmanlaw.com -- at Bodman PLC. Kerry
Hettinger, Esq., and Martin Rogalski, Esq., appeared on behalf of
the Debtor and Dean Rietberg, Esq., appeared on behalf of the
United States Trustee.
The court denied the Debtor's motion without prejudice.
The Debtor tells the Court that to reduce recurring losses,
Comerica recently required the Litchfield operation to shut down.
The Debtor believes the closed operation should have a liquidation
value of about $2 million for Comerica. Further, there are various
offers being discussed for the sale of its Engineering and
Tennessee units, which the Debtor believes will result in about $3
million for Comerica. Comerica is pushing for additional asset
sales.
Auto parts manufacturer Gonzalez Group Jonesville, LLC, filed a
chapter 11 petition (Bankr. W.D. Mich. Case No. 16-03083) on June
6, 2016, and is represented by Kerry Hettinger, Esq., in Kalamazoo,
Mich.
GREENSHIFT CORP: KCG Americas Owns 37,614 Common Shares
-------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, KCG Americas LLC disclosed that as of May 31, 2016, it
beneficially owns 37,614 shares of common stock of Greenshift Corp.
representing 0.01% based on outstanding shares as reported on the
issuer's 10-Q filed with the SEC for the period ended
March 31, 2016. A copy of the regulatory filing is available for
free at https://is.gd/KcCR3p
About Greenshift Corporation
Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.
Greenshift reported net income of $15.8 million on $9.46 million of
revenue for the year ended Dec. 31, 2015, compared to net income of
$941,000 on $12.8 million of revenue for the year ended Dec. 31,
2014.
As of March 31, 2016, the Company had $6.32 million in total
assets, $16.05 million in total liabilities, and a total
stockholders' deficit of $9.72 million.
Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has incurred operating losses, and current liabilities
exceeded current assets by approximately $11.4 million as of
Dec. 31, 2015. In addition, the Company has guaranteed significant
debt of its parent company. These conditions raise substantial
doubt about its ability to continue as a going concern.
GREENSHIFT CORP: Minority Interest Reports 9.9% Stake
-----------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Minority Interest Fund (II), LLC and Lawrence Kreisler
disclosed that as of April 21, 2015, they beneficially own
29,254,723 shares of common stock of Greenshift Corporation
representing 9.99 percent of the shares outstanding. A copy of the
regulatory filing is available for free at:
https://is.gd/ujcFlS
About Greenshift Corporation
Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.
Greenshift reported net income of $15.8 million on $9.46 million of
revenue for the year ended Dec. 31, 2015, compared to net income of
$941,000 on $12.8 million of revenue for the year ended Dec. 31,
2014.
As of March 31, 2016, the Company had $6.32 million in total
assets, $16.05 million in total liabilities, and a total
stockholders' deficit of $9.72 million.
Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has incurred operating losses, and current liabilities
exceeded current assets by approximately $11.4 million as of
Dec. 31, 2015. In addition, the Company has guaranteed significant
debt of its parent company. These conditions raise substantial
doubt about its ability to continue as a going concern.
GROVE PLAZA: Gets Interim Okay to Use Lender's Cash Collateral
--------------------------------------------------------------
The Honorable Dennis Montali authorized Grove Plaza Partners, LLC,
to use rents pledged to repay approximately $11.3 million owed to
CC3 Grove Plaza Holdings, LLC (fka or successor to Calmwater
Capital 3, LLC), to continue operating on an interim basis. Judge
Montali will convene a final cash collateral hearing on June 23 in
San Francisco.
The Debtor projects receiving $271,000 in income during the months
of June, July, August and September, and projects that income will
exceed expenses by about $30,000 per month.
The Debtor told the Court that it owns seven of thirteen parcels of
real property comprising the "Grove Plaza" shopping center located
at 1151-1161 Walnut Street and 2404-2540 S. Grove Avenue (2522
South Grove Avenue) in Ontario, Calif. Grove Plaza comprises some
122,605 square feet adjacent to the 60 Freeway (serving 216,000
cars per day) and Grove Avenue (serving 20,399 cars per day), less
than four miles from the Ontario International Airport (served more
than 4 million passengers in 2015) and seven miles from both the
Citizens Business Bank Arena and the Ontario Mills Fashion
District.
Three distinct groupings of the Debtor-Owned Portion of the
shopping center are valued at a total "breakup value" of
$20,790,000. The Debtor-Owned Portion is valued at $16,500,000 if
sold as a whole. Accordingly, Calmwater is oversecured by 30% to
44%.
The Debtor tells the Court that its chapter 11 filing has its
origins in the partial collapse of the Albertson's chain of grocery
stores. Specifically, an Albertson's store was one of a handful of
anchor tenants of the shopping center, although the Debtor did not
own the Albertson's parcel. The store closed in 2012, resulting in
increased vacancies throughout the shopping center. In 2013, the
Debtor acquired the Albertson's parcel through bridge financing
from Calmwater Capital 3, LLC, with a plan to lease the remaining
vacant portion of the former Albertson's space to a new anchor
tenant and improve the attractiveness and value of the shopping
center overall. Due to unanticipated delays, that financing went
into default. After marketing, offers and due diligence, the
Debtor entered into lease negotiations with Ross Dress For Less,
Inc. for the remaining vacant portion of the former Albertson's
space. Subject to Bankruptcy Court approval, the Debtor expects
that Ross will enter into a lease agreement shortly.
Headquartered in Redwood Shores, Cal., Grove Plaza Partners, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case
No. 16-30531) on May 13, 2016, estimating its assets and
liabilities at between $10 million and $50 million. Reno F.R.
Fernandez, Esq., at MacDonald Fernandez LLP, serves as the Debtor's
bankruptcy counsel.
GUIDED THERAPEUTICS: Signs Licensing Agreement for LuViva
---------------------------------------------------------
Guided Therapeutics, Inc., has reached a licensing agreement with
Shenghuo Medical, LLC, for exclusive sales and manufacturing rights
of the LuViva Advanced Cervical Scan for China and several
additional Southeast Asian countries. Shenghuo brought Chinese
investors into GTHP last year and currently owns the distribution
rights to China.
The terms of the licensing agreement include $200,000 in near-term
cash payments, the potential for up to $1.0 million to pay for
advancing U.S. Food and Drug Administration approval for LuViva,
funding to secure Chinese regulatory approval of LuViva and a
royalty payable to Guided Therapeutics on disposables sold in the
territories. Shenghuo also has the right to manufacture the LuViva
and disposables under certain conditions.
"We are pleased to be continuing with Shenghuo to open up this
valuable market to LuViva," said Gene Cartwright, CEO and president
of Guided therapeutics. "The agreement also opens up the
possibility to bring efficiencies to our manufacturing processes
and provides funding for Chinese regulatory approval."
China is the second largest medical device market in the world,
according to the U.S. Department of Commerce. Approximately 390
million Chinese women are between 25 and 64 years old, the prime
age for cervical cancer screening. Prior to commercial sales,
LuViva would need approval from the Chinese Food and Drug
Administration. The Company currently anticipates interim device
and disposable sales for clinical study and demonstration purposes.
In Hong Kong, the Company believes the time to commercial sales is
quicker, with device registration, rather than approval required.
Worldwide, the market for cervical cancer screening and
diagnostics, as currently practiced using cytology (Pap test) for
primary screening, is estimated at $6 billion and is projected to
grow to almost $9 billion by 2020. There are about 2.6 billion
women aged 15 years and older who are at risk of developing
cervical cancer worldwide.
A copy of the License Agreement is available for free at:
https://is.gd/rRUWl3
About Guided Therapeutics
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer. The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease. Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately. GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.
Guided Therapeutics reported a net loss attributable to common
stockholders of $9.50 million on $42,000 of contract and grant
revenue for the year ended Dec. 31, 2015, compared to a net loss
attributable to common stockholders of $10.03 million on $65,000
of contract and grant revenue for the year ended Dec. 31, 2014.
As of March 31, 2016, Guided Therapeutics had $2.36 million in
total assets, $7.81 million in total liabilities and a total
stockholders' deficit of $5.45 million.
GULFMARK OFFSHORE: Stockholders Elect Nine Directors
----------------------------------------------------
Gulfmark Offshore, Inc., held its annual meeting on June 6, 2016,
in New York, at which the stockholders:
(1) elected Peter I. Bijur, David J. Butters, Brian R. Ford,
Sheldon S. Gordon, Quintin V. Kneen, Steven W. Kohlhagen,
William C. Martin, Rex C. Ross and Charles K. Valutas
as directors to serve until the next annual meeting and
until their successors are duly elected and qualified;
(2) approved the Company's Amended and Restated 2014 Omnibus
Equity Incentive Plan;
(3) approved the Company's Amended and Restated 2011 Non-
Employee Director Share Incentive Plan;
(4) approved the Company's Amended and Restated 2011 Employee
Stock Purchase Plan;
(5) approved executive compensation by a non-binding advisory
vote, commonly referred to as a "Say-on-Pay" proposal; and
(6) ratified the selection of KPMG LLP as the Company's
independent public accountants for the fiscal year ending
Dec. 31, 2016.
The Restated Omnibus Plan amends and restates the Company's 2014
Omnibus Equity Incentive Plan and provides for grants of stock
options, stock appreciation rights, restricted stock, stock units
and performance cash awards to eligible employees of the Company,
including all of the Company's executive officers. The Restated
Omnibus Plan is intended to support the Company's efforts to
attract, retain and motivate exceptional talent and to enable the
Company to provide incentives directly linked to the Company's
long-term objectives and to increases in stockholder value.
The Board has delegated administration of the Restated Omnibus Plan
to the Compensation Committee. The Committee has full authority to
select the individuals who will receive Awards, to determine the
time or times when Awards will be granted and will vest, and to
establish the terms and conditions of Awards. The Board may also
appoint one or more directors or the Company's chief executive
officer to make grants of Awards to employees who are not executive
officers under Section 16 of the Securities Exchange Act of 1934,
as amended.
A maximum of up to 1,306,008 shares of the Company's Class A common
stock will be available for issuance under the Restated Omnibus
Plan, which includes (i) 1,000,000 new shares available under the
Restated Omnibus Plan and (ii) 306,008 shares that remained
available for issuance under the Company's 2014 Omnibus Equity
Incentive Plan as of April 21, 2016, subject to proportionate
adjustment in the event of any reorganization, merger,
recapitalization, reclassification, stock split, reverse stock
split or similar transaction. In addition, shares subject to
existing Awards that are outstanding under the Company's 2014
Omnibus Equity Incentive Plan (including its predecessor) will be
available for issuance under the Restated Omnibus Plan to the
extent such Awards are forfeited, terminated or settled for cash.
Unless sooner terminated by the Board, the Restated Omnibus Plan
will continue in effect until the tenth anniversary of its adoption
by the Board, or March 7, 2026. The Board may, at any time, amend
or terminate the Restated Omnibus Plan, subject, in certain
circumstances, to stockholder approval, and provided that no such
amendment or termination may affect the rights of any participant
under any Award previously granted under the Restated Omnibus
Plan.
Under the Restated ESPP, which amends and restates the Company's
2011 Employee Stock Purchase Plan, at the end of each fiscal
quarter during the term of the Restated ESPP, employee
contributions will be used to acquire shares of common stock at 85%
of the fair market value of the common stock on the last trading
day before the commencement of the Offering Period or the last
trading day of the Offering Period, whichever is lower. Employees
can elect to have up to 15% of their salary withheld for the
purpose of purchasing common stock in Offering Periods.
The Restated ESPP will be administered by a committee of one or
more members of the Board. Any of the Company's employees or any
employees of the Company's subsidiaries designated by the ESPP
Committee generally will be eligible to participate in the Restated
ESPP for the current Offering Period if he or she has been employed
for at least 30 days before the commencement of the Offering
Period, except for Non-U.S. employees who are prohibited by
applicable non-U.S. law from participating in the Restated ESPP.
The maximum number of shares of common stock that may be purchased
under the Restated ESPP is 494,934 shares of common stock, which
includes 225,000 new shares available under the Restated ESPP, less
any shares awarded under the Company's 2011 Employee Stock Purchase
Plan prior to the effective date of the Restated ESPP, subject to
adjustment for certain changes in capital structure.
The Board can amend, suspend or terminate the Restated ESPP at any
time subject, in certain circumstances, to stockholder approval.
Unless sooner terminated by the Board, the Restated ESPP will
terminate automatically on the tenth anniversary of its adoption by
the Board, or March 7, 2026, unless (a) the Restated ESPP is
extended by the Board and (b) the extension is approved within 12
months (either before or after the Board's action) by a vote of the
stockholders of the Company.
About Gulfmark
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996. The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas. The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities. The majority of our operations are
conducted in the North Sea, offshore Southeast Asia and offshore
the Americas. The Company currently operates a fleet of 73 owned
or managed offshore supply vessels, or OSVs, in the following
regions: 30 vessels in the North Sea, 13 vessels offshore Southeast
Asia, and 30 vessels offshore the Americas. The Company's fleet is
one of the world's youngest, largest and most geographically
balanced, high specification OSV fleets. The Company's owned
vessels have an average age of approximately nine years.
Gulfmark reported a net loss of $215 million in 2015 following net
income of $62.4 million in 2014.
* * *
As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on Houston-based,
marine transportation services company GulfMark Offshore Inc. to
'CCC' from 'B-'.
The TCR also reported on Feb. 26, 2016, that Moody's Investors
Service downgraded GulfMark Offshore Inc.'s (GulfMark) Corporate
Family Rating (CFR) to Caa3 from B3, Probability of Default Rating
(PDR) to Caa3-PD from B3-PD, and senior unsecured notes to Ca from
Caa1.
HARRINGTON & KING: Final Cash Collateral Hearing Set for July 27
----------------------------------------------------------------
The Honorable Deborah L. Thorne placed her stamp of approval on a
second interim order authorizing The Harrington & King Perforating
Co., Inc., and Harrington & King South Inc. to use cash collateral
and provide adequate protection to Inland Bank.
Inland Bank is owed about $4 million and will be granted
postpetition replacement liens, subject to budgeted carve-outs for
professional fees. The Debtors have agreed that Inland Bank will
retain a $150,000 cash reserve and have agreed limit their use of
cash collateral to amounts reflected in a budget projecting about
$2.3 million in cash receipts and $2.5 million in cash
disbursements (including $200,000 of payments to lenders) during
the 13-week period ending Aug. 5, 2016.
Judge Thorne will convene a final hearing on this matter at 10:00
a.m. on July 27, 2016, in Chicago. Objections, if any, must be
filed and served by July 22, 2016.
About Harrington & King
The Harrington & King Perforating Co., Inc. and Harrington & King
South Inc. sought chapter 11 protection (Bankr. N.D. Ill. Case Nos.
16-15650 and 16-15651) on May 7, 2016. The Debtors estimated their
assets and liabilities in the range of $1 million to $10 million at
the time of the filing. A three-member official committee of
unsecured creditors has hired Goldstein & McClintock LLLP as its
legal counsel.
HCSB FINANCIAL: Joseph Stieven Reports 6.12% Stake as of April 11
-----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Joseph A. Stieven disclosed that as of April 11, 2016,
he beneficially owns 22,238,470 shares of common stock of HCSB
Financial Corporation representing 6.12 percent of the shares
outstanding. Also included in the filing are Stieven Financial
Investors, L.P. (18,482,392 shares); Stieven Financial Offshore
Investors, Ltd. (3,756,078 shares) and Stieven Capital Advisors,
L.P. (22,238,470 shares). A copy of the regulatory filing is
available for free at https://is.gd/01NnDy
About HCSB Financial
Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank. The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988. From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services. During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach. All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.
HCSB Financial reported a net loss available to common shareholders
of $1.75 million on $13.7 million of total interest income for the
year ended Dec. 31, 2015, compared to a net loss available to
common shareholders of $1.40 million on $16.09 million of total
interest income for the year ended Dec. 31, 2014.
As of March 31, 2016, HCSB Financial had $363 million in total
assets, $378 million in total liabilities and a total shareholders'
deficit of $14.6 million.
Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses that have eroded regulatory
capital ratios and the Company's wholly owned subsidiary, Horry
County State Bank, is under a regulatory Consent Order with the
Federal Deposit Insurance Corporation (FDIC) that requires, among
other provisions, capital ratios to be maintained at certain
levels. As of December 31, 2015, the Company's subsidiary is
considered significantly undercapitalized based on its regulatory
capital levels. These considerations raise substantial doubt about
the Company's ability to continue as a going concern. The Company
also has deferred interest payments on its junior subordinated
debentures for 20 consecutive quarters as of December 31, 2015.
Under the terms of the debentures, the Company may defer payments
for up to 20 consecutive quarters without creating a default.
Payment for the 20th quarterly interest deferral period was due in
March 2016. The Company failed to pay the deferred and compounded
interest at the end of the deferral period, and the trustees of the
corresponding trusts, have the right, after any applicable grace
period, to exercise various remedies, including demanding immediate
payment in full of the entire outstanding principal amount of the
debentures. The balance of the debentures and accrued interest as
of December 31, 2015 were $6,186,000 and $901,000, respectively.
These events also raise substantial doubt about the Company's
ability to continue as a going concern as of Dec. 31, 2015.
HODA SAMUEL: Government's Bid to Stay Action Granted
----------------------------------------------------
Magistrate Judge Kendall J. Newman of the United States District
Court for the Eastern District of California granted the United
States' ex parte application to stay the action styled UNITED
STATES OF AMERICA, Plaintiff, v. HODA SAMUEL, Defendant, Case No.
2:15-MC-0016-JAM-KJN (E.D. Calif.).
On March 28, 2016, the court provided the United States with an
additional 60 days to file supplemental briefing with points and
authorities informing the court whether it intends to garnish the
corporate accounts at issue at Tri-Counties Bank. Thereafter, on
May 26, 2016, the United States filed an ex parte application for
an order staying the action. From the United States' application,
it appears that the Samuels filed a Chapter 11 bankruptcy case on
March 15, 2016. According to the United States, it had previously
argued that the Mandatory Victims Restitution Act overrides the
automatic bankruptcy stay, but, although not entirely clear from
its filing, the United States appears to have changed its position
in that regard. At present, the United States requests that the
garnishment action be stayed to allow the recently-appointed
Chapter 11 Trustee an opportunity to administer the bankruptcy
estate with all available estate assets.
A full-text copy of the Order dated June 1, 2016 is available at
https://is.gd/nPiBzW from Leagle.com.
United States of America, Plaintiff, is represented by Kurt Didier,
U.S. Attorney's Office.
Hoda Samuel, Defendant, Pro Se.
Aiad Samuel, Movant, Pro Se.
HONEYCOMB CAPITAL: Plan Pays Unsecureds $1,000 Monthly for 5 Yrs
----------------------------------------------------------------
Honeycomb Capital, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of Texas, Sherman Division, its plan of
reorganization and accompanying disclosure statement.
The Debtor entered into a Promissory Note dated August 8, 2008, in
favor of Ronnie Woods in the original amount of $2,100,000. The
Note was secured by a Deed of Trust also dated August 8, 2008
providing Lender with a first lien position on real property in
Southlake, Texas, commonly known as 125 S. Davis. The Debtor
believes the current indebtedness to Woods to be $1,978,584.
The Plan provides that the Debtor will pay Woods in full with
interest at the rate of the Wall Street Journal Prime Rate plus 1%
per annum commencing on the Effective Date to satisfy Woods'
Allowed Secured Claim (Class 3). The new Woods payment shall be
based upon a 25 year amortization and shall be paid in 119 monthly
installments of $10,997.62 with all remaining principle and
interest due on the 120 payment. Woods shall maintain its lien on
th the property until paid in full under this Plan.
The Plan provides that the Allowed Claims of Non-Insider Unsecured
Creditors (Class 4) will be pro-rata from 60 equal payments of
$1,000 commencing on the Effective Date. The Class 4 Claimants are
impaired under this Plan.
Honeycomb Capital owns a commercial property located in Southlake,
Texas, which is leased to various tenants. The property has a
commercial building which is operating a "strip mall" at the
location. The Debtor believes the property has a fair market value
of $2,550,000, however a forced sale would yield less. The Debtor
owns no other property.
The Debtor will continue to rent the property to tenants under the
current leases. Pursuant to the current leases the Debtor will
collect $20,700 per month by the Effective Date of the Plan.
As reported by the Troubled Company Reporter on June 8, 2016, Judge
Brenda T. Rhoades conditionally approved Honeycomb Capital's
disclosure statement explaining its Chapter 11 plan of
reorganization and scheduled the hearing to consider final approval
of the Disclosure Statement and to consider the confirmation of the
Plan for July 12, 2016 at 9:30 a.m.
July 8, 2016 is fixed as the last day for filing written
acceptances or rejections of the plan.
July 6, 2016 is fixed as the last day for filing and serving
written objections to: (1) final approval of the Debtor's
Disclosure Statement; or (2) confirmation of the Debtor's proposed
Chapter 11 plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txeb16-40374-0029.pdf
Honeycomb Capital, LLC (Bankr. E.D. Tex., Case No. 16-40374) filed
a Chapter 11 Petition on February 29, 2016. The case is assigned
to Judge Brenda T. Rhoades.
The Debtor's counsel is Eric A. Liepins, Esq., in Dallas, Texas.
The petition was signed by Andrew Kim, managing member.
The Debtor's estimated assets range from $1 million to $10 million
and estimated liabilities from $1 million to $10 million.
A list of the Debtor's two largest unsecured creditors is
available
for free at http://bankrupt.com/misc/txeb16-40374.pdf
INTERVENTION ENERGY: Court Denies Bids to Dismiss Ch. 11 Cases
--------------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware denied the motion filed by EIG Energy Fund
XV-A, L.P., seeking to dismiss the Chapter 11 cases of Intervention
Energy Holdings, LLC, and Intervention Energy, LLC.
In its Opposition to EIG's motion to dismiss, the Debtors aver
that, "in consideration of the forbearance agreement between EIG
and the Debtors -- which is “predicated upon, and directly
induced by” its ability to prevent the Debtors from filing for
bankruptcy protection -- EIG Member was granted a single equity
unit (out of a total of 22,000,001) in Debtor IE Holdings... and IE
Holdings LLC agreement was amended to provide that EIG Member must
consent (together with 100% of the other members) to authorize a
voluntary bankruptcy filing"... and the Debtors point out that "the
Courts have uniformly rejected similar prepetition agreements,
which indirectly accomplish a waiver of bankruptcy rights," and
thus, the Debtor expect from the U.S. Bankruptcy Court for the
District of Delaware "to continue that line of holdings that
vigilantly protect the fundamental constitutional right to
bankruptcy protection."
On the other hand, EIG maintains that "under Delaware law, Holdings
is not authorized to seek federal bankruptcy protection without the
unanimous vote of its members. Because the EIG Member undisputedly
did not vote to approve the bankruptcy filing, the petition must be
dismissed." Insofar as the Debtors invoke an alleged federal public
policy, EIG relates that, "there is no such policy that preempts
state-law rules governing the authority of corporations to seek
bankruptcy protection. Chapter 11’s general goal of promoting
reorganization does not provide a basis for overriding state law
involving internal corporate governance... there is no such policy
that overrides the freedom that Delaware has provided its limited
liability companies to structure matters of corporate authority. "
Judge Carey, in denying EIG's motion said that: "A provision in a
limited liability company governance document obtained by contract,
the sole purpose and effect of which is to place into the hands of
a single, minority equity holder the ultimate authority to
eviscerate the right of that entity to seek federal bankruptcy
relief, and the nature and substance of whose primary relationship
with debtor is that of creditor -- not equity holder -- and which
owes no duty to anyone but itself in connection with the LLC's
decision to seek federal bankruptcy relief, is tantamount to an
absolute waiver of that right, and, even if arguably permitted by
state law, is void as contrary to federal public policy... Federal
courts have consistently refused to enforce waivers of federal
bankruptcy rights..." and Judge Carey concludes that "the Debtors
possessed the necessary authority to commence their chapter 11
proceedings."
The Debtors and EIG have agreed to stipulate to certain facts and
the admission of certain documents in lieu of providing any other
evidence for consideration of the issues presented at the Hearing
on the Motion to Dismiss, as follows that:
(a) The documents attached to the Pacitti Declaration are true
and accurate copies of the documents identified, and the parties
agree to their admission as evidence.
(b) In conjunction with Amendment No. 1 to the Intervention
Holdings, LLC Second Amended and Restated Limited Liability Company
Agreement, EIG Energy Fund XV-A, L.P. obtained one Common Unit in
Intervention Energy Holdings, LLC as of December 28, 2015, and has
held that Common Unit at all times since that date. Intervention
Energy Investment Holdings, LLC holds the remaining 22,000,000
Common Units in Intervention Energy Holdings.
(c) EIG Energy Fund XV-A, L.P. did not approve of or consent to
the voluntary bankruptcy filing by Intervention Energy Holdings,
LLC.
Proposed Attorneys for Debtors and Debtors in Possession:
Stuart M. Brown, Esq.
DLA PIPER LLP (US)
1201 North Market Street, Suite 2100
Wilmington, DE 19801
Telephone: (302) 468-5700
Facsimile: (302) 394-2341
Email: Stuart.Brown@dlapiper.com
-- and --
Thomas R. Califano, Esq.
Dienna Corrado, Esq.
Jamila Justine Willis, Esq.
DLA PIPER LLP (US)
1251 Avenue of the Americas
New York, New York 10020
Telephone: (212) 335-4500
Facsimile: (212) 335-4501
Email: Thomas.Califano@dlapiper.com
Dienna.Corrado@dlapiper.com
Jamila.Willis@dlapiper.com
Counsel to EIG Energy Fund XV-A, L.P., EIG Management Company, LLC,
and Affiliated Funds and Entities:
Domenic E. Pacitti, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 N. Market Street, Suite 1000
Wilmington, Delaware 19801
Telephone: (302) 426-1189
Facsimile: (302) 426-9193
Email: dpacitti@klehr.com
-- and --
Morton Branzburg, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
1835 Market Street, Suite 1400
Philadelphia, Pennsylvania 19103
Telephone: (215) 569-2700
Facsimile: (215) 568-6603
Email: mbranzburg@klehr.com
-- and --
Paul M. Basta, Esq.
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: paul.basta@kirkland.com
-- and --
Judson Brown, Esq.
KIRKLAND & ELLIS LLP
655 Fifteenth Street, N.W.
Washington, D.C., 20005
Telephone: (202) 879-5000
Facsimile: (202) 879-5200
Email: judson.brown@kirkland.com
-- and --
Brian E. Schartz, Esq.
KIRKLAND & ELLIS LLP
600 Travis Street, Suite 3300
Houston, Texas 77002
Telephone: (713) 835-3600
Facsimile: (713) 835-3601
Email: brian.schartz@kirkland.com
About Intervention Energy
Intervention Energy Holdings, LLC filed for Chapter 11 protection
(Bankr. D. Del. Case No. 16-1247) on May 20, 2016. The petition was
signed by John R. Zimmerman, president. The Hon Kevin J. Carey
presides over the case.
The Debtor estimated assets of $100 million to $500 million and
estimated debts of $100 million to $500 million.
Intervention Energy Holdings listed Statoil Oil & Gas LP as its
largest unsecured creditor holding a trade claim of $3.80 million.
ISTAR INC: S&P Assigns 'B+' Rating on $450MM Sr. Sec. Term Loan
---------------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' issue-level rating on
iStar Inc.'s $450 million senior secured term loan B due in 2020.
S&P expects this issuance to be neutral to iStar's leverage because
the company will use proceeds to repay its $323 million tranche A-2
facility due in March 2017 and pay down its revolving term credit
facility. The repayment of the A-2 facility reduces iStar's debt
maturing within the next 12 months to $775 million, while the
additional revolver capacity will help the company address its $400
million of convertible debt maturities in November 2016. S&P
continues to view iStar's capitalization as weak because its
leverage, as measured by debt to adjusted total equity, is above
9x. iStar's funding profile and liquidity remain neutral to the
rating.
RATINGS LIST
iStar Inc.
Issuer Credit Rating B+/Stable/--
New Rating
iStar Inc.
Senior Secured
$450 million term loan B due 2020 B+
J G SOLIS: Wants Access to Wells Fargo's Cash Collateral
--------------------------------------------------------
J G Solis, Inc., asks the U.S. Bankruptcy Court in Midland, Tex.,
for permission to access cash collateral securing repayment of
prepetition obligations to Wekks Fargo Bank and Wells Fargo
Equipment Finance.
The Debtor has offered Wells Fargo replacement liens, but Wells
Fargo hasn't given its consent. Wells Fargo is represented by:
J. Frasher Murphy, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, TX 75219-7672
J G Solis, Inc., filed a chapter 11 petition (Bankr. W.D. Tex. Case
No. 16-70080) on May 17, 2016, and is represented by Jesse Blanco
Jr, Esq., in San Antonio, Tex. This chapter 11 proceeding is
related to (but not jointly administered with) In re all City Well
Service, LP (Bankr. W.D. Tex. Case No. 16-70079) also filed on May
17, 2016.
KEFALOS, INC: Replacement Liens Are All Debtor Can Offer Secureds
-----------------------------------------------------------------
Kefalos, Inc., is asking the U.S. Bankruptcy Court in Chicago for
permission to use cash collateral pledged to repay obligations to
five secured creditors:
Secured Creditor Amount Owed
---------------- -----------
Kabbage, Inc. $61,000
Arch Capital Funding 31,315
Pearl Capital 26,156
Everest 12,000
Samson Partners 50,000
The Debtor proposes granting the secured creditors postpetition
replacement liens "since debtor has no other resources to provide
adequate protection."
On a quarterly basis, the Debtor projects $13,000 in food sales,
$27,000 in liquor sales and $32,225 in operating expenses.
Kefalos, Inc., operates the Hard Water Bar & Grill located at 7545
N. Clark St. in Chicago. Kefalos filed a chapter 11 petition
(Bankr. N.D. Ill. Case No. 16-18443) and is represented by Bradley
H. Foreman, Esq., in Chicago.
KRISTAL C. OWENS−GAYLE: July 21 Hearing to Approve Plan Outline
-----------------------------------------------------------------
Bankruptcy Judge Gregory L. Taddonio of the Western District of
Pennsylvania will hold a hearing on July 21, 2016, to consider
approval of the disclosure statement explaining the Chapter 11 plan
of Kristal C. Owens−Gayle.
The hearing is set for 9:00 a.m. at Courtroom A, 54th Floor, U.S.
Steel Tower, 600 Grant Street, Pittsburgh, PA 15219.
Written objections to the disclosure statement are due July 14.
Kristal C. Owens−Gayle filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Pa. Case No. 15−22220−GLT) and is represented by:
Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
428 Forbes Avenue, Suite 900
Pittsburgh PA 15219−2230
Tel: 412−232−0930
E-mail: dcalaiaro@c−vlaw.com
KU6 MEDIA: Extraordinary General Meeting Set for July 8
-------------------------------------------------------
Ku6 Media Co., Ltd. has called an extraordinary general meeting of
shareholders to be held on July 8, 2016, at 10:00 a.m. (Hong Kong
time). The meeting will be held at the offices of Davis Polk &
Wardwell, The Hong Kong Club Building, 3A Chater Road, Central,
Hong Kong, to consider and vote on, among other things, the
proposal to authorize and approve the previously announced
Agreement and Plan of Merger dated as of April 5, 2016, among the
Company, Shanda Investment Holdings Limited and Ku6 Acquisition
Company Limited, a wholly owned subsidiary of Parent, the plan of
merger required to be filed with the Registrar of Companies of the
Cayman Islands, substantially in the form attached as Annex A to
the Merger Agreement, and the transactions contemplated thereby,
including the Merger.
Pursuant to the Merger Agreement, Merger Sub will be merged with
and into the Company, with the Company continuing as the surviving
company after the merger. If completed, the Company will continue
its operations as a privately held company and, as a result of the
Merger, the American depositary shares, each representing 100
ordinary Shares, will no longer be listed on the NASDAQ Global
Market and the American depositary shares program for the ADSs will
terminate. The Company's board of directors, acting upon the
unanimous recommendation of the special committee of the board of
directors, authorized and approved the Merger Agreement, the Plan
of Merger and the transactions contemplated thereby, and resolved
to recommend that the Company’s shareholders and ADS holders vote
for, among other things, the proposal to authorize and approve the
Merger Agreement, the Plan of Merger and the transactions
contemplated thereby.
Shareholders of record as of the close of business in the Cayman
Islands on June 27, 2016, will be entitled to vote at the EGM. The
record date for ADS holders entitled to instruct Citibank, N.A.,
the ADS depositary, to vote the shares represented by the ADSs is
the close of business in New York City on June 9, 2016. Additional
information regarding the EGM and the Merger Agreement can be found
in the transaction statement on Schedule 13E-3, and the proxy
statement attached as Exhibit (A)-(1) thereto, filed with the
Securities and Exchange Commission , which can be obtained from the
SEC's website (http://www.sec.gov). INVESTORS AND SHAREHOLDERS ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE PROXY MATERIALS
AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC, AS THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND
RELATED MATTERS.
About Ku6 Media
Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content. Through its
premier online brand and online video Web site --
http://www.ku6.com/-- Ku6 Media provides online video uploading
and sharing service, video reports, information and entertainment
in China.
Ku6 Media reported a net loss of $2.05 million on $10.90 million of
total net revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.72 million on $8.58 million of total net revenues
for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, KU6 Media had $9.01 million in total assets,
$14.49 million in total liabilities and a total shareholders'
deficit of $5.48 million.
PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2015,
citing that facts and circumstances including recurring losses,
negative working capital, net cash outflows, and uncertainties
associated with significant changes made, or planned to be made, in
respect of the Company's business model raise substantial doubt
about the Company's ability to continue as a going concern.
KUM GANG: Unsecureds to Recoup 3% Under 2nd Amended Plan
--------------------------------------------------------
Kum Gang, Inc., operator of a Korean restaurant in Flushing, N.Y.,
filed with the United States Bankruptcy Court for the Eastern
District of New York a Second Amended Disclosure Statement in
connection with the solicitation of acceptances or rejections of
the Debtor's Second Amended Plan of Reorganization.
A hearing will be held before the Hon. Carla E. Craig, Bankruptcy
Judge, to consider the approval of the Amended Disclosure Statement
on June 15, 2016 at 2:00 p.m.
The Debtor leases certain improved real property located at 138-28
Northern Blvd., Flushing, NY 11354. The Plan is premised upon (a)
the Bankruptcy Court's approval of the Debtor's assumption of the
unexpired term of a lease, and (b) the continued operation by the
Debtor of a restaurant, banquet hall and catering operations in the
Leased Premises in the ordinary course of business as the Debtor
deems appropriate in the exercise of its business judgment and as
necessary to comply with the payment scheme in the Plan.
The landlord of the property, Kit Realty Inc., will continue
unimpaired.
The Debtor owes unsecured creditors the sum of $3,577,797.13. These
claims include:
-- a claim by Empire Merchants LLC for $3,299.61;
-- a claim by Han Sung Sikpoon Trading Corp for $72,903.50;
-- a claim fined by Plaintiffs in Tae H. Kim et al v.
Kum Gang Inc. in the amount of $3,449,517.07;
-- a claim by Consolidated Edison Company of New York,
Inc. in the amount of $2076.95; and
-- a claim by Manuel Guazhoo in the amount of $50,000.
Unsecured Creditors will be paid 3% of their claims, for a total of
$107,333.91, over a period of 12 months, or $8,944.49 per month.
This class is impaired and is entitled to vote on the Debtor's
Plan.
Ji Sung Yoo is the sole shareholder of the Debtor. Mr. Yoo will
retain 100% of the equity interest in the Reorganized Debtor and
continue to operate the Debtor's business. However, Mr. Yoo will
not receive any post-confirmation compensation or dividend on
account of his pre-petition equity interest in the Debtor unless
and until the unsecured class of creditors entitled to receive
payment under the Amended Plan have received payment in full under
the Amended Plan of their allowed, pre-petition claims. Once this
class of unsecured creditors received payment in full under the
Amended Plan of their allowed, pre-petition claims, then and only
then will Mr. Yoo begin receiving a gross salary of $2,000 per
week, which was the amount that he was receiving pre-petition.
This class is impaired and is entitled to vote on the Debtor's
Plan.
Upon approval of the Second Amended Plan, Mr. Yoo shall make a new
equity cash investment of $100,000 to the Reorganized Debtor. This
cash investment will help the Reorganized Debtor with cash flow and
will assist the Debtor in meeting its financial obligations under
the Plan.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb15-42018-0120.pdf
Kum Gang, Inc., based in Flushing, N.Y., filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 15-42018) on April 30, 2015.
Hon. Carla E. Craig presides over the case. In its petition, the
Debtor estimated $1 million to $10 million in both assets and
liabilities. The petition was signed by Ji Sung Yoo, president.
The Debtor is represented by:
Law Office of Michael Resnick
270 North Avenue, Suite 811
New Rochelle, NY 10801
Tel: (646) 599-1359
E-mail: michael@resnicklawyer.com
LABORATORIO ACROPOLIS: Case Summary & 18 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Laboratorio Acropolis, Inc.
HC-3 BOX 30500
Hatillo, PR 00659
Case No.: 16-04609
Chapter 11 Petition Date: June 9, 2016
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: Gloria Justiniano Irizarry, Esq.
JUSTINIANO'S LAW OFFICE
Ensanche Martinez
8 Calle A Ramirez Silva
Mayaguez, PR 00680
Tel: 787 831-2577
Fax: 787 805-7350
E-mail: justinianolaw@gmail.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rebeca Maldonado Bidot, president.
A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb16-04609.pdf
LEO MOTORS: Acquires 50% Interest in Lelcon Co.
-----------------------------------------------
Leo Motors, Inc., on June 3, 2016, entered into a Share Swap
Agreement with an accredited investor, pursuant to which the
Company acquired shares held by the Investor, which, in the
aggregate, represent 50% of Lelcon Co., Ltd. a Korean corporation,
in exchange for the issuance of 1,414,828 shares of the Company's
common stock. As a result of the Share Swap Agreement, Lelcon Co.,
Ltd. is now a subsidiary of the Company.
The Company will file financial statements, if required under
Securities and Exchange Commission rules, within the time periods
prescribed by those rules.
About Leo Motors
Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.
In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million. During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.
Leo Motors reported a net loss of US$4.49 million on US$4.29
million of revenues for the year ended Dec. 31, 2015, compared to a
net loss of US$4.48 million on US$693,000 of revenues for the year
ended Dec. 31, 2014.
As of March 31, 2016, Leo Motors had $6.19 million in total assets,
$5.18 million in total liabilities and $1 million in total equity.
LEO MOTORS: Has Resale Prospectus of 42.5 Million Common Shares
---------------------------------------------------------------
Leo Motors, Inc., filed with the Securities and Exchange Commission
a Form S-1 registration statement relating to the sale by BOU
Trust, RDM Capital LLC and Darrin M. Ocasio of up to 42,456,365
shares of common stock of the Company.
There are no underwriting arrangements to sell the shares of common
stock that are being offered by the selling stockholders hereunder.
The prices at which the selling stockholders may sell shares will
be determined by the prevailing market price for the shares or in
privately negotiated transactions. The Company will not receive
any proceeds from the sale of these shares by the selling
stockholders. All expenses of registration incurred in connection
with this offering are being borne by the Company, but all selling
and other expenses incurred by the selling stockholders will be
borne by the selling stockholders.
The Company's common stock is quoted on the OTCQB and trades under
the symbol "LEOM." On June9, 2016, the last reported sale price of
the Company's common stock as reported on the OTCQB was $0.29 per
share. All amounts herein are in thousands, except for share and
per share data.
A full-text copy of the Form S-1 is available for free at:
https://is.gd/f75TE2
About Leo Motors
Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.
In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million. During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.
Leo Motors reported a net loss of US$4.49 million on US$4.29
million of revenues for the year ended Dec. 31, 2015, compared to a
net loss of US$4.48 million on US$693,000 of revenues for the year
ended Dec. 31, 2014.
As of March 31, 2016, Leo Motors had $6.19 million in total assets,
$5.18 million in total liabilities and $1 million in total equity.
LEO MOTORS: May Issue 3 Million Shares Under Incentive Plan
-----------------------------------------------------------
Leo Motors, Inc. filed a Form S-8 registration statement with the
Securities and Exchange Commission to register 3,000,000 shares of
common stock under the Company's 2016 Equity Incentive Plan for a
proposed maximum aggregate offering price of $750,000. A copy of
the prospectus is available for free at https://is.gd/rLPOlJ
About Leo Motors
Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.
In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million. During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.
Leo Motors reported a net loss of US$4.49 million on US$4.29
million of revenues for the year ended Dec. 31, 2015, compared to a
net loss of US$4.48 million on US$693,000 of revenues for the year
ended Dec. 31, 2014.
As of March 31, 2016, Leo Motors had $6.19 million in total assets,
$5.18 million in total liabilities and $1 million in total equity.
LIFE PARTNERS: Files Third Amended Bankruptcy Plan
--------------------------------------------------
BankruptcyData.com reported that Vida Capital filed with the U.S.
Bankruptcy Court a Third Amended Joint Chapter 11 Plan and related
Disclosure Statement for Life Partners Holdings. According to
documents filed with the Court, "Vida will make an Exit Loan
available to pay DIP Claims, Allowed Administrative and Fee Claims
and, if necessary, Priority Claims. The Exit Loan will bear simple
interest at 13% per annum, and will be re-paid to Vida from
Maturity Funds on hand and to be received after the Effective Date
by Continuing Holders and the Policy Fund. Vida will also make a
loan facility available to the Policy Fund to fund post-Effective
Date operations in the event that the Policy Fund runs short on
operating capital (which Vida does not expect will occur). To the
extent there is sufficient operating capital in the Policy Fund,
there will not be a need, or a requirement, to draw on this loan
facility. On the Effective Date of the Plan, a Litigation Trust
will be formed, the corpus of which (the 'Litigation Trust Assets')
will be: (i) the Debtors' Causes of Action against third parties,
(ii) causes of action that may be contributed by Claim holders,
including, but not limited to, the causes of action and potential
defendants listed in paragraphs 36 and 37 of the Class Action
Settlement, except to the extent the holder of a Claim opts out of
assigning the claims and causes of action (referred to as
'Contributed Causes of Action') and (iii) an amount of Cash to be
determined by the Litigation Trustee in consultation with the
Official Committee of Unsecured Creditors and Vida (the 'Seed
Money'). On the Effective Date of the Plan, the Litigation Trustee
will make an Initial Distribution to holders of Allowed General
Unsecured Claims from any cash on hand in the Litigation Trust
after deducting the Seed Money and, thereafter, will make
subsequent distributions from cash received from liquidating the
Litigation Trust Assets. Once all remaining administrative costs
and expenses of the Chapter 11 Cases and the Litigation Trust have
been paid or reserved for, a final distribution of all remaining
cash on hand will be made to the holders of Allowed Claims. To the
extent the Litigation Trust Beneficiaries have been paid their
Allowed Claims in full, the residual beneficiary for any remaining
cash will be the Policy Fund."
About Life Partners Holdings
Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the
secondary market for life insurance, commonly called "life
settlements." Since its incorporation in 1991, Life Partners,
Inc., has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500
policies totaling over $3.2 billion in face value.
LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).
Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.
The case is assigned to Judge Russell F. Nelms. J. Robert
Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the
Debtor.
LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.
The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.
Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case. At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee. On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee
in LPHI's case. The trustee is represented by Thompson & Knight
LLP.
The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt. LPI Financial estimated
less than $50,000.
LJD LIMITED: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: LJD Limited Partnership
9877 Cross Creek Drive
South Lyon, MI 48178
Case No.: 16-31379
Chapter 11 Petition Date: June 9, 2016
Court: United States Bankruptcy Court
Eastern District of Michigan (Flint)
Judge: Hon. Daniel S. Opperman
Debtor's Counsel: Brandon John Wilson, Esq.
HOWARD & HOWARD ATTORNEYS PLLC
450 West Fourth Street
Royal Oak, MI 48067
Tel: (248) 723-0341
Fax: (248) 645-1568
E-mail: bjw@h2law.com
Estimated Assets: Not Indicated
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lorne J. Darnell, general partner of LJD
Limited.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
LPATH INC: Effects 1-for-14 Reverse Stock Split
-----------------------------------------------
Lpath, Inc., announced a 1-for-14 reverse split of the Company's
issued and outstanding common stock, effective as of 5:00 p.m. EDT
on June 10, 2016. Beginning at the opening of trading on June 13,
2016, Lpath's common stock will start trading on a split adjusted
basis, and the number of common shares outstanding will be
decreased from approximately 33.1 million pre-split to 2.36 million
shares post-split.
The primary purpose of the reverse split is to maintain the
Company's listing on The NASDAQ Capital Market. As was previously
disclosed, the Lpath Board has engaged a financial advisory firm to
explore strategic alternatives, including possible mergers and
business combinations, a sale of part or all of Lpath's assets,
collaboration and licensing arrangements and/or equity and debt
financings. This strategic process is active and ongoing, and
includes a range of interactions with potential parties. While
there is no assurance that a strategic transaction will be
completed, the company believes that maintaining Lpath's NASDAQ
listing is important to the potential value of those transactions.
In order to maintain its listing, Lpath's common stock must close
above $1.00 for 10 consecutive trading days before July 5, 2016.
Based on current trading prices, the company expects that the
reverse stock split will enable Lpath's common stock to close above
$1.00 and comply with the NASDAQ listing requirements on a timely
basis.
As of the effective date, every 14 shares of issued and outstanding
common stock will be converted into one share of common stock, with
all fractional shares being rounded up to the nearest whole share.
Proportional adjustments will be made to Lpath's warrants, stock
options and equity-compensation plans. The reverse stock split
will have no effect on the company's authorized shares of common
stock.
Lpath's common stock will continue to trade under the existing
ticker symbol "LPTN" and under a new CUSIP number (548910405.)
It is not necessary for stockholders of the company to exchange
their existing Lpath stock certificates for new stock certificates
in connection with the reverse stock split, although stockholders
may do so if they wish. Stockholders should direct any questions
regarding the reverse stock split to their broker or Lpath's
transfer agent, Nevada Agency and Transfer Company, at (775)
322-0626.
Additional information about the reverse stock split can be found
in the company’s definitive proxy statement filed with the
Securities and Exchange Commission on April 28, 2016, a copy of
which is also available at www.sec.gov or at www.lpath.com under
SEC Filings on the Investor Relations page.
About LPath
San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.
LPath reported a net loss of $10.01 million on $1.59 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $16.55 million on $5.08 million of total revenues for the
year ended Dec. 31, 2014.
Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses and
negative operating cash flows raise substantial doubt about the
Company's ability to continue as a going concern.
LPATH INC: Stockholders Elect Five Directors
--------------------------------------------
Lpath, Inc., held its annual meeting on June 8, 2016, at which the
stockholders:
(a) elected Daniel H. Petree, Jeffrey A. Ferrell, Charles A.
Matthews, Daniel L. Kisner, M.D., and Donald R. Swortwood
as directors, each to a one-year term;
(b) ratified the appointment of Moss Adams, LLP as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2016;
(c) approved a non-binding advisory vote on the compensation of
the Company's named executive officers; and
(d) approved a series of alternate amendments to the Company's
certificate of incorporation, to effect, at the discretion
of the Board, a reverse stock split of its common stock,
whereby each outstanding 5 through 20 shares would be
combined, converted and changed into one share of its
common stock.
About LPath
San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.
LPath reported a net loss of $10.01 million on $1.59 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $16.55 million on $5.08 million of total revenues for the
year ended Dec. 31, 2014.
Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses and
negative operating cash flows raise substantial doubt about the
Company's ability to continue as a going concern.
LUCA INTERNATIONAL: Plan to Pay Unsecured Vendor Claims 50%
-----------------------------------------------------------
Luca International Group LLC filed with the U.S. Bankruptcy Court
for the Southern District of Texas, in Houston, its proposed First
Amended Joint Disclosure Statement and First Amended Joint Chapter
11 Plan of Liquidation.
The Plan provides for the resolution of Claims against and Equity
Interests in the Debtors and implements a Distribution scheme
derived from the effectuated sale of the Debtors' assets. In
concert with the Equity Committee and Securities and Exchange
Commission, the Debtors have designed a structure whereby
Administrative Claims and Priority Claims will be satisfied, the
General Unsecured Vendor Claims will receive a pro-rata initial
distribution of 50% of the existing cash on hand while Classes 5
(Allowed Unsecured Claim of the SEC) and 6 (Allowed Other Unsecured
Claim) will share the other 50% on a pro rata basis, and a
Liquidating Trust will be created to provide recoveries to the
Debtors' Creditors. Finally, the Plan provides for the wind down of
the Debtors in an orderly and cost efficient manner.
According to the Disclosure Statement, based on the claims register
and the schedules, unsecured Vendor Claim of over $3.1 million have
been filed against the Debtors. This number may not include
unliquidated claims or claims for rejection damages. The Debtors
expect that a significant number of unsecured proofs of claim maybe
subject to objection. The Debtors are unable to predict the outcome
of any anticipated claim objections that may be filed. Hebei
Construction Co. Ltd. filed an unsecured proof of claim in the
amount of $20,144,739.80 based on documents that are in Chinese.
The Debtors dispute this claim and the Equity Committee has
objected thereto. On May 31, 2016, Hebei Construction withdrew its
claim.
Prior to filing the Plan, the Debtors discussed the terms of a plan
with the Equity Committee and the SEC. Ultimately, these
discussions resulted in a global resolution including a settlement
of the SEC Litigation. The key terms of the settlement are:
-- The Debtors consent to entry of a permanent injunction
prohibiting solicitation of funds from investors and
otherwise violating the securities laws.
-- The SEC is granted an allowed unsecured claim in the
amount of $68.3 million for violation of the securities
laws. This represents the approximate amount of funds
invested by the Equity Holders.
-- The SEC claim will be placed in Class 5, and distribution
will be transferred to the Equity Holders.
The Debtors atttempted to sell their assets at an auction but no
timely qualified bids were received. On February 29, 2016, the
Bankruptcy Court approved the sale of substantially all of the
Debtors' oil and gas assets to SSI Energy, LLC, the assignee of
Schumann/Steier Holdings, LLC, the DIP Lender, for a total purchase
price of $3,000,000, plus assumption of P&A liabilities in Laurel
Ridge field. $2.4 million of the purchase price was used to pay
off the DIP Loan and the estate netted $600,000 in cash some of
which is subject to the claims of mineral lien holders.
The closing of the Sale occurred on or before March 14, 2016. All
significant assets of the Debtors, other than litigation claims
have been liquidated.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txsb15-34221-0696.pdf
About Luca International
Luca International Group LLC and Luca Operation, LLC, and their
affiliates are engaged in the exploration and production of natural
gas, petroleum and related hydrocarbons. The primary assets are
located in Iberville and Ascension Parishes in Louisiana. These
assets include 3 operating oil and gas wells -- Belle Grove 1,
Dugas & Leblanc 1 and Jumonville 2. In addition, the assets
include a water disposal well, Acosta 1, and a shut-in-oil and gas
well, Jumonville 1. The Luca entities also own oil and gas leases
in Texas and working interests in various locations. The Luca
entities are owned by Bingqing Yang.
Luca International Group and 11 related entities sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 15-34221) in Houston,
Texas, on Aug. 6, 2015. The cases are assigned to Judge David R.
Jones.
The Debtors tapped Hoover Slovacek, LLP, as counsel, and BMC Group,
Inc., as claims agent.
The Court authorized the Debtors to borrow $2,000,000 in
postpetition financing from Schumann/Steier Holdings, LLC.
Luca International estimated $50 million to $100 million in assets
and debt.
The petitions were signed by Loretta R. Cross, the CRO.
The U.S. Trustee appointed five members to the Committee of Equity
Security Holders. The Equity Committee retained Locke Lorde LLP as
its counsel.
MARIA DAHER-RUVALCABA: Nevada Judge Confirms Plan
-------------------------------------------------
Bankruptcy Judge Laurel E. Davis in Nevada granted final approval
of the disclosure statement explaining debtor Maria P
Daher-Ruvalcaba's Chapter 11 Plan of Reorganization - Plan # 1; and
confirmed the Plan.
An Amended Disclosure Statement filed on March 17, 2016, was
conditionally approved on March 21.
Maria P. Daher-Ruvalcaba filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 15-10354) on January 27, 2015. The Debtor is
represented in the case by:
Michael J. Harker, Esq.
THE LAW OFFICES OF MICHAEL J HARKER
2901 El Camino Ave, #200
Las Vegas, NV 89102
Tel: (702) 248-3000
Fax: (702) 425-7290
MARIANA ISLANDS CPA: Fitch Affirms B+ Rating on 1998A Airport Bonds
-------------------------------------------------------------------
Fitch Ratings has affirmed Commonwealth Ports Authority (CPA),
Commonwealth of the Northern Mariana Islands' (CNMI) approximately
$11.6 million of outstanding senior series 1998A airport revenue
bonds at 'B+'. The Rating Outlook is Stable.
The 'B+' rating reflects a small air traffic base with risk of
elevated volatility tied to the islands limited economy. Also
reflected are improving cash flows and debt service coverage,
anchored by use of full passenger facility charge collections.
Manageable capital needs without use of borrowings coupled with low
leverage and sound liquidity support the rating. Average coverage
through 2020 under Fitch rating case is over 2.0x debt service
coverage ratio (DSCR), by applying PFC collections as revenues.
CPA is comparable to Harrisburg Airport, rated 'BB+'/Outlook
Stable, in terms of small traffic base and exposed airline service
characteristics.
KEY RATING DRIVERS
Revenue Risk-Volume: Weaker
Highly Volatile Enplanement Base: The airport system is an
essential enterprise, serving as the gateway to and within the
Mariana Islands. The enplanement base of 576,437 passengers is
relatively small taking into account the overall population base
and the island's more limited, weaker economy. Traffic performance
is potentially vulnerable to underlying economic stresses given the
significant component of traffic tied to the tourism industry.
Revenue Risk-Price: Weaker
Historically, rate setting practices with airlines have not been
clearly established and have been observed to be more reactive,
based on financial pressures. Limited pricing power could
constrain financial flexibility under an adverse operating
environment. CPA is negotiating a new airline agreement to go into
effect by FY17. This process may stabilize aviation cash flows
while meeting airport cost requirements. The airport also utilizes
100% of its passenger facility charge (PFC) collections for debt
service, enhancing the cushion to manage revenue levels to support
financial obligations while keeping airline costs stable. The PFC
application has been extended through 2021.
Infrastructure Development & Renewal: Midrange
Moderate Capital Plan: The authority's capital improvement plan is
modest at $67 million through fiscal 2020. New projects include
airport road improvements, airport drainage system and commuter
apron expansion at Saipan International Airport, along with general
maintenance and improvements to facilities. Runway rehabilitation
at Saipan International Airport and the Aircraft Rescue Fire
Fighting training facility, which could generate additional revenue
for the CPA, are near completion. The capital improvement plan is
predominantly funded through FAA grants with no future anticipated
debt issuances. To the extent that a significant portion of PFC
revenue is needed for debt service, it could hamper the airports'
ability to provide required matching funds and thus limit grant
receipts. However, this risk is partially mitigated by a
substantial build-up of liquidity. There are currently no plans to
issue additional debt.
Debt Structure: Stronger
-- Conservative Capital Structure: The authority maintains 100%
fixed-rate, fully amortizing debt. Annual debt service
payments are essentially level and final maturity on the
bonds is in 2028.
Improving yet Volatile Financial Metrics: CPA generated a robust
coverage ratio of 3.57x (1.79x w/o PFCs as gross revenues) for
FY15, down from 5.23x and 3.68x, respectively, in FY14, due to a
budgeted increase in expenses for FY15 and to one-time utilities
cost incurrences. The authority has reserves in excess of debt
outstanding such that leverage is presently negative. The ability
to treat all PFCs as revenues provides further stability and has
helped grow Days Cash on Hand (DCOH) significantly over the past
five years to 574 days in FY15, down from 693 in FY14 due to higher
costs. Unrestricted cash increased in FY15 to almost $17 million.
Peer Analysis: Harrisburg, PA ('BB+'/Outlook Stable) serves as a
comparable peer in terms of a small hub with weaker revenue
characteristics and high CPE in-line with CPA's. Harrisburg has a
more stable enplanement base than CPA due to a stronger MSA
workforce, while CPA demonstrates higher coverage and significantly
lower leverage.
RATING SENSITIVITIES
Positive:
-- Continued improvements in the underlying service area
economy and the airports' ability to maintain or grow its
current traffic base;
-- Sustained favorable trends in balance sheet liquidity and
strong financial ratios (independent of the use of 100% of
PFCs as gross revenues).
Negative:
-- Material declines in enplanement volume or in coverage,
resulting from increased operating expenses and/or the CPA
Board's failure to sufficiently apply the full collection of
PFCs as gross revenues;
-- Identified longer-term capital projects that would rely on
significant debt issuances for funding.
SUMMARY OF CREDIT
The CPA airports are heavily reliant on tourism and leisure
travellers, creating an elevated degree of vulnerability to
economic recessions both within its narrow local market as well as
to the larger, neighboring Asian markets. As a result,
enplanements have shown elevated fluctuations over time. In fiscal
2015, enplanements increased 6.2%, following a marginal decrease in
fiscal 2014, as a result of new charter flights from China and
Russia. Year-to-date fiscal 2016 enplanements (through the six
months ended March 31) have declined 1.35% due to Delta Airlines,
which represents approximately 17% of market share, decrease in
daily operations to just one flight per day from two. Saipan
airport, the authority's strongest and busiest airport, retains
demand from international passengers and increased utilization.
Collectively, Asiana Airlines and Delta Airlines maintain their
dominance representing approximately half of the total air traffic.
However, this is down from a combined 58% in fiscal 2013 with
Delta reducing its market share in 2014 and 2015, and Asiana's
falling by 2%. Carrier demand for service at the airports exists
as seen in growth from Chinese and Russian markets and from several
existing and new airlines increasing their market share. Moreover,
Saipan airport added three additional carriers scheduled to start
operations in the summer of 2016. Overall, service remains
essential to this island economy.
The airports currently set rates under a residual methodology with
carriers through an airline use agreement (AUA) that renews
annually. However, CPA is currently in the process of negotiating
a new hybrid rate setting methodology with air carriers that would
be implemented into the AUA and possibly take effect by fiscal
2017. The new methodology forecasts lower cost per enplanement and
the ability to build up cash reserves offset by somewhat lower
coverage. Fitch views the development as a credit neutral and will
continue to monitor the situation as it develops.
Unaudited fiscal 2015 coverage, inclusive of PFC collection, is
expected to be close to 3.57x, down from 5.23x in fiscal 2014 due
to budgeted cost increases and a one-time utilities expense.
Providing somewhat of a consistent revenue stream to help service
debt, non-airline revenues have been relatively stable over time
and management continues to try to expand those sources. CPE is
estimated by Fitch at $15.9 for fiscal 2015, which has been the
baseline since airline rates were raised back in 2009.
CPA's overall leverage is reasonable given the operational profile
of the airports; however its net debt to cash flow available for
debt service (CFADS) is very low at -1.27x taking into account its
growing liquidity (574 DCOH), reserves, and ability to use all of
its PFCs as cash flow. As a result of the airports' improved
operations, conservative capital structure, and flat debt service
profile, Fitch projects coverage to remain well above covenant
through a five-year forecast period.
Fitch's base case assumes no growth through 2020 with minimum
coverage of 3.08x DSCR and 1.41x when only the eligible portion of
PFCs for debt service are applied. Fitch's rating case applies an
8% stress to Saipan airport enplanements, assumes no traffic from
West Tinian and Rota, and elevates expenses beyond inflation. Under
this scenario, coverage averages 2.03x, with a minimum of 1.41x in
2020, and CPA is dependent on PFC revenues to satisfy debt
service.
CPA's capital improvement plan (CIP) through 2020 is modest at $67
million with nearly all funding coming from FAA grants. The
largest project, a $17 million Regional ARFF Training Facility that
could be a revenue-generating project for the airports, is nearly
100% complete. Other projects include: rehabilitating the 30 year
old runway, repair of the taxiway, Tower and Airport Fire Station,
and various renovations to the international and commuter terminal.
Newer projects involve airport road improvements, airport drainage
system and commuter apron expansion at Saipan International
Airport. Management indicated that no future debt issuances are
currently planned.
SECURITY
The series 1998A bonds are secured by a pledge of gross airport
revenues generated by the operations of the airports, including
Passenger Facility Charges eligible for payment of debt service.
CPA Board Resolution No. 2011-01 now designates all PFC Revenues as
gross airport revenues.
MARIANA ISLANDS CPA: Fitch Affirms BB- Rating on Seaport Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed its 'BB-' rating on approximately $27.9
million of outstanding Commonwealth Ports Authority (CPA),
Commonwealth of the Northern Mariana Islands (CNMI), senior series
1998A & 2005A seaport revenue bonds. The Rating Outlook is
Stable.
The 'BB-' rating reflects the essentiality of the ports to a small,
island economy amidst high exposure to economic volatility from
tourism and a nearly 100% import-based cargo operation. The ports'
moderate debt service coverage and leverage, increasing liquidity,
and small capital plan provide some mitigation to the potential
impact of future macroeconomic stresses. Average debt service
coverage ratio (DSCR) through 2020 under the Fitch rating case is
1.70x. The ports are most comparable to Port of Palm Beach
('BBB-'/Outlook Positive) in terms of smaller size and low leverage
and to Port of Paita ('BB-'/Outlook Stable) due to its regionally
focused importance.
KEY RATING DRIVERS
Revenue Risk: Volume - Weaker
-- Concentrated but Vital Cargo Base: The seaports remain
essential for the import of goods to an island economy;
however, there is potential for stagnant operational trends
due to CNMI's exposure to macroeconomic factors and its
elevated dependence on a limited tourist base. Volume
stability is expected given that food and fuel related
cargos account for approximately 60% of import-dependent
revenue tonnage.
Revenue Risk: Price - Weaker
-- Limited Pricing Power: CNMI's narrow economy and the overall
recession limit management's economic flexibility to raise
rates on seaport system tenants and users. Following the
last increase in seaport fees in 2009, the authority's focus
has instead been on effective containment of operating
expenses.
Infrastructure Development & Renewal - Midrange
-- Modest Capital Plan: The authority's capital improvement
plan is manageable in scope and is predominantly grant
funded. The remaining dollars are expected to come from
internally generated funds with no future debt issuances
currently anticipated.
Debt Structure - Stronger
-- Conservative Capital Structure: The authority maintains 100%
fixed-rate, fully amortizing debt.
Moderate Leverage and Strong Liquidity: CPA currently maintains
favorable leverage and liquidity metrics offset by modest coverage
ratios. Leverage of 1.8x net debt-to-cash flow available for debt
service (CFADS), and balance sheet cash and reserves available for
operating expenses equating to nearly 1,700 days cash on hand
(DCOH), up from just over 1300 in FY14, provide the CPA with some
degree of flexibility to meet financial commitments in weak
performing periods. Further, DSCRs in recent years appear to have
stabilized in the 1.3x-1.9x range with fiscal 2015 coverage at
1.90x DSCR, up from 1.68x in FY14.
Peer Analysis: The Port of Palm Beach, FL ('BBB-'/Outlook
Positive), serves as a comparable U.S. peer in terms of small size,
moderate debt service coverage and low leverage. CPA has a less
diversified revenue stream than Palm Beach while both have elevated
exposure to economic volatility in their respective regions. The
Port of Paita in Peru ('BB-'/Outlook Stable) serves as a global
peer with a similar coverage level and regionally focused
importance but with higher leverage.
RATING SENSITIVITIES
Negative:
-- A severely weakened underlying service area economy that
results in the seaports' inability to maintain base cargo
levels at or near current levels;
-- Depressed debt service coverage levels resulting from
declining operating revenues despite growth in revenue
tonnage;
-- A shift in the seaports' short-term liquidity and financial
flexibility resulting from changes in operating expense
management or pricing power.
Positive:
-- Given the ports' limited operating profile and significant
exposure to local economic factors, positive rating
migration is not anticipated at present
CREDIT UDPATE
CNMI's limited economy is subject to macroeconomic factors and a
diminished tourist base. Its ports' revenue tonnage is now nearly
100% from imports and concentrated in two main commodities (fuel
and food), following the loss of the garment industry.
Collectively, fuel and food represent nearly 60% of all revenue
tonnage, possibly indicating that a shift in the operational
profile may be nearing completion and demonstrating the
essentiality of the ports to the islands' survival. The islands
rely on the ports for all of their necessities, which should make
demand relatively stable given that imports should never decline to
a critical point.
Due to an increase in imports, total tonnage grew 6.7% to 456,075
metric tons, following 20.2% growth in fiscal 2014. The increase
was largely driven by fuel, heavy equipment, and other commodities
which include dry goods and non-discretionary consumer goods,
resulting from an improving local economy, which has spurred
construction. This tonnage level represents the largest since
recessionary recovery began in 2010 but is still only half of
activity seen over a decade ago.
Fiscal 2015 unaudited operating revenues continued to grow, up 9.3%
as compared with 12.7% increase in fiscal 2014. For the first four
months of fiscal 2016, port operating revenues are up 27.5% over
the same period last year. Spurring revenue growth are higher
seaport fees and concession-based receipts. In addition, building
on fiscal 2013 and 2014 expense reductions of more than 11% and
15.6%, respectively, CPA was able to reduce operating expenses by
another 3.7% in fiscal 2015 following consolidation of airport and
seaport property values. Together, this resulted in estimated debt
service coverage in fiscal 2015 climbing to 1.90x from 1.68x in
2014.
Fitch base case is a zero-growth scenario with elevated operating
expenses through 2020. Under these assumptions, minimum debt
service coverage is 1.84x with net debt to CFADS leverage marker
under 1.0x by 2020. Rating case assumptions apply an aggregate 10%
stress to revenues across five years, with base case expenses
heightened by 2020. Minimum DSCR under this scenario is 1.56x with
leverage below 1.0x by 2020.
In the past, management was reluctant to raise rates, which led to
rate covenant violations in 2007 and 2008. Following that period,
actions on rates appear to have reversed the coverage deficit when
combined with the austerity measures on the expense side. However,
should coverage levels decline as a result of diminished operating
revenues, especially in times when volume levels are stable or
improving, negative rating action could be warranted.
CPA maintains fund balances of over $12.7 million related to the
bond indenture, in addition to $6.2 million of unrestricted funds,
and has increased DCOH (including reserves available for operating
expenses) to nearly 1,700 days. This liquidity provides some
degree of financial flexibility and translates to a steadily
declining and moderate net debt-to-CFADS of 1.8x. Further,
management does not anticipate any future debt issuances at this
time.
The authority's capital improvement plan is modest and primarily
grant funded with a 25% match required from the CPA. Management
has stated that assessment of capital needs is on-going, primarily
anticipated for the ports of Rota and Tinian, and should not
include any major undertakings in excess of current financial
capacity. A more forward-looking capital plan would be helpful in
monitoring new projects and ensuring that any necessary maintenance
and/or projects are not being deferred.
SECURITY
The seaport bonds are secured solely by gross seaport revenues and
certain accounts established pursuant to the bond indenture.
MASSENGILL TIRE: Has Cash Collateral Deal with First Volunteer Bank
-------------------------------------------------------------------
The Honorably Shelley D. Rucker placed her stamp of approval on an
agreed interim order authorizing Massengill Tire Co., Inc., to use
cash collateral.
First Volunteer Bank, as successor to Benton Banking Company,
loaned Massengill money in 2008 and Massengill pledged its assets
to secure repayment of those loans. The Bank is owed about $2
million at this time. The Bank has agreed to allow the Debtor to
use its cash collateral to maintain its operations. In exchange,
the Bank will receive replacement liens (subject to a $50,000
carve-out for professional fees and other statutory fees), full
access to the Debtor's business premises, and $7,200 monthly
adequate protection payments.
Judge Rucker will convene a final cash collateral hearing at 11:00
a.m. on July 21, 2015, in Chattanooga. Objections, if any, are due
five days prior to the hearing.
The Debtor is represented by:
Jerold D. Farinash, Esq.
Farinash & Hayduk
320 N. Holtzclaw Avenue
Chattanooga, TN 37404
and the Bank is represented by:
Douglas R. Johnson
Johnson & Mulroony, P.C.
428 McCallie Avenue
Chattanooga, TN 37402
Treadmill Wholesale Tire Distributors, Paragon Tire International,
Inc. & Porter Tire filed an involuntary chapter 7 petition (Bankr.
E.D. Tenn. Case No. 16-11636) against Massengill Tire Co., Inc., on
Apr. 25, 2016. After a court approved extension, the Debtor
consented to entry of an Order for Relief on June 6, 2016, and
immediately moved to convert the case to a chapter 11 proceeding.
MICHAEL HAT: 9th Circ. Grants Appeal, Reverses Suit Dismissal Order
-------------------------------------------------------------------
The United States Court of Appeals for the Ninth Circuit reversed
the district court's order granting the Federal Crop Insurance
Corporation's motion to dismiss the action styled JOHN VAN CUREN,
as Trustee and Plan Administrator of the Chapter 11 Estate of
Michael Hat, f/k/a Michael Hat Farming Company,
Plaintiff-Appellant, v. FEDERAL CROP INSURANCE CORPORATION and RISK
MANAGEMENT AGENCY, Defendants-Appellees, No. 14-15855 (9th Cir.),
based on lack of jurisdiction or, in the alternative, motion for
summary judgment.
John Van Curen, chapter 11 bankruptcy trustee for Debtor Michael
Hat appeals the district court's order granting the FCIC's motion
to dismiss or, in the alternative, motion for summary judgment. The
trustee sought to enforce a decision by the National Appeals
Division of the United States Department of Agriculture reversing
prior decisions of the United States Department of Agriculture's
Risk Management Agency and awarding the bankruptcy estate insurance
proceeds from claims made by the debtor on a crop insurance policy
with American Growers Insurance Company, which was reinsured by
FCIC.
A full-text copy of the Memorandum dated June 2, 2016 is available
at https://is.gd/VJdGIv from Leagle.com.
Michael Hat, individually and as Michael Hat Farming Company,
Capello, Inc., and Grapeco, Inc., filed petitions for chapter 11
bankruptcy protection (Bankr. E.D. Calif. Case No. 01-_____) on
July 20, 2001, and a bankruptcy trustee was appointed. The Debtor
grew grapes primarily in California's Central Valley and sold them
to wine and juice manufacturers. In 2003, when proposed
reorganization plans were not accepted by various creditors, the
bankruptcy proceeding changed to liquidation, and some of the
bankruptcy estates' assets were abandoned back to Mr. Hat,
including the Rampage Ranch Vineyard, Coastal Ranch Vineyard, and
Pond Ranch Vineyard.
MINERVA CHIROPRACTIC: Unsecureds to Split $5,000 Cash Pool
----------------------------------------------------------
Minerva Chiropractic Center, Inc., filed with the U.S. Bankruptcy
Court for the Northern District of Ohio a First Amended Plan of
Reorganization and accompanying First Amended Disclosure Statement.
The Amended Plan provides that unsecured creditors will be paid a
pro rata share or portion of their allowed claim from a pool of
funds to be funded by the Debtor and disbursed by the end of the
Plan in the amount of $5,000.00 (pool plan) and will be distributed
pro rata by the Debtor based upon allowed or scheduled claims, not
disputed. There is approximately $58,797.48 in unsecured claims.
The post-confirmation management of the Debtor will be conducted by
Robert Nichols, in which case the current members of the Board of
Directors shall remain on the Board. Mr. Nichols is infusing
$5,000 for purposes of complying with the absolute priority rule as
reflected in the Cash Flow Projections.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ohnb15-60834-0085.pdf
Minerva Chiropractic Center Inc. filed a Chapter 11 petition
(Bankr. N.D. Ohio Case No. 15-60834) on April 21, 2015, and is
represented by:
David A. Mucklow, Esq.
Attorney at Law
919 E. Turkeyfoot Lake Road, Suite B
Akron, OH 44312
Tel: (330) 896-8190
Fax: (330) 896-8201
E-mail: davidamucklow@yahoo.com
Bankruptcy Judge Russ Kending presides over the case.
MORGANS HOTEL: JV Sells Interest in Mondrian South Beach
--------------------------------------------------------
The joint venture in which Morgans Hotel Group Co. has a 50%
interest in the ownership of the Mondrian South Beach hotel entered
into a purchase and sale agreement to sell its interest in Mondrian
South Beach. Pursuant to the terms and conditions of the purchase
and sale agreement, the buyer paid the joint venture a cash
purchase price sufficient for the joint venture to extinguish its
outstanding mortgage and mezzanine loans of $18.7 million and $28.0
million, respectively, plus accrued interest, as of
March 31, 2016, in full at a negotiated discount, and the buyer
assumed certain liabilities of Mondrian South Beach. As a result
of the debt extinguishment, the Company's operating company,
Morgans Group LLC, was released from the condominium purchase
guarantee of up to $14.0 million and the construction completion
guarantee.
As part of this transaction, on June 8, 2016, Morgans Hotel Group
Management LLC and the joint venture mutually terminated their
existing management agreement for Mondrian South Beach and the
Company entered into a license agreement with the buyer to allow
the hotel to remain under the Mondrian brand. The license
agreement grants the buyer a limited, non-exclusive right to use
the Mondrian brand and other specified intellectual property of the
Company, subject to certain termination rights, in exchange for a
license fee that varies with Mondrian South Beach's monthly gross
revenue for the term of the license agreement, but is subject to a
minimum annual fee payable to the Company.
About Morgans Hotel Group
Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector. Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London. Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico. Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.
Morgans Hotel reported net income attributable to common
stockholders of $5.45 million on $220 million of total revenues for
the year ended Dec. 31, 2015, compared to a net loss attributable
to common stockholders of $66.6 million on $234 million of total
revenues for the year ended Dec. 31, 2014.
As of March 31, 2016, Morgans Hotel had $518 million in total
assets, $737 million in total liabilities and a total deficit of
$219 million.
MOUNTAIN PROVINCE: BlackRock Reports 10.2% Stake as of May 31
-------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of May 31, 2016, it
beneficially owns 16,331,163 shares of common stock of Mountain
Province Diamonds Inc. representing 10.2 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at https://is.gd/jsJwRS
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.
NEONODE INC: Stockholders Reelect John Reardon as Director
----------------------------------------------------------
Neonode Inc. held its 2016 annual meeting of stockholders on
June 8, 2016, at which:
1. Mr. John Reardon was reelected to the Board of Directors for
a three year term;
2. the advisory vote related to named executive officer
compensation was approved.
3. the appointment of KMJ Corbin & Company LLC to serve as the
Company's independent auditors for the year ended Dec. 31,
2016, was ratified.
About Neonode Inc.
Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.
Neonode reported a net loss attributable to the Company of
$7.82 million on $11.11 million of net revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to the Company
of $14.23 million on $4.74 million of net revenues for the year
ended Dec. 31, 2014.
As of March 31, 2016, Neonode had $5.48 million in total assets,
$4.97 million in total liabilities and $513,000 in total
stockholders' equity.
NET ELEMENT: Opts to Exchange $200,000 for 99,025 Shares
--------------------------------------------------------
Net Element, Inc., opted to exchange the fourth tranche in the
aggregate amount of $200,000 for 99,025 shares of the Company
common stock based on the "exchange price" of $2.0197 per share for
this fourth tranche pursuant to the Master Exchange Agreement, with
Crede CG III, Ltd.
On May 2, 2016, Net Element entered into a Master Exchange
Agreement with Crede CG III, Ltd., an exempted company incorporated
under the laws of Bermuda. Prior to entering into the Agreement,
Crede agreed to acquire three existing promissory notes that had
been previously issued by the Company, of up to $3,965,000 in
principal amount outstanding plus interest due to RBL Capital
Group, LLC. Pursuant to the Agreement, the Company has the right,
at any time prior to Dec. 31, 2016, to request Crede, and Crede
agreed upon each such request, to exchange these promissory notes
in tranches on the dates when the Company instructs Crede, for such
number of shares of the Company’s common stock as determined
under the Agreement based upon the lower of (A) the closing bid
price of Common Stock on the date of the applicable exchange notice
and (B) (x) the average of the 3 lowest daily dollar
volume-weighted average prices (VWAPs) of Common Stock during the 7
trading days immediately preceding the date of the applicable
notice less (y) 12% of such average of the 3 lowest daily VWAPs of
Common Stock. All such determinations will be appropriately
adjusted for any stock split, stock dividend, reverse stock split,
stock combination or other similar transaction during any measuring
period. Each such tranche to be $100,000 unless otherwise agreed
to by the Company and Crede.
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $13.3 million on $40.2 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.21 million on $21.4 million of total revenues for
the year ended Dec. 31, 2014.
As of March 31, 2016, Net Element had $21.61 million in total
assets, $14.05 million in total liabilities and $7.55 million in
total stockholders' equity.
Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.
NEW BEGINNINGS: Exclusive Plan Filing Period Extended to Oct. 7
---------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has extended, at the behest of New
Beginnings of South Florida, Inc., the period during which the
Debtor has the exclusive right to file a Chapter 11 plan through
and including Oct. 7, 2016, and the period during which the Debtor
has the exclusive right to solicit acceptances of a Chapter 11 plan
through and including Dec. 6, 2016.
As reported by the Troubled Company Reporter on May 23, 2016, the
Debtor's exclusive deadlines to file a Plan and solicit acceptances
of that plan were June 9, 2016, and Aug. 8, 2016, respectively.
The Debtor said that although the case has only been pending for
three months, it has made good faith progress toward the conclusion
of this case, continues to work to resolve issues with its lenders,
vendors, and other creditors, and is paying its bills as they
become due.
The Debtor's counsel can be reached at:
Luis Salazar, Esq.
Jesse R. Cloyd, Esq.
SALAZAR JACKSON, LLP
2000 Ponce de Leon Boulevard, Penthouse
Coral Gables, Florida 33134
Tel: (305) 374-4848
Fax: (305) 397-1021
E-mail: Salazar@SalazarJackson.com
Cloyd@SalazarJackson.com
New Beginnings of South Florida, Inc., sought protection under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of Florida (Miami) (Case No. 16-11907) on
Feb. 10, 2016. The petition was signed by Elvira Smith,
president.
The Debtor is represented by Luis Salazar, Esq., at Salazar
Jackson, LLP. The case is assigned to Judge Robert A. Mark.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
NEW RESIDENTIAL: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed New Residential Investment
Corp.'s (New Residential) B1 Corporate Family Rating (CFR) and B1
Issuer Rating. The outlook is stable.
RATINGS RATIONALE
New Residential's ratings reflect the company's strong capital
position, above average profitability and moderate potential
volatility of cash flows. The ratings are constrained by the
company's reliance on Nationstar Mortgage LLC (B2 stable) and Ocwen
Financial Corporation (B3 negative) as virtually all of the loans
for which New Residential owns the economic interest in MSRs, the
company's primary business, are serviced by them.
Moody's said, "New Residential's tangible common equity (TCE) to
total tangible assets (TMA) of almost 20% and net income to average
managed assets above 2% compares favorably to its B1 peers. In
addition, as a large percent of its mortgage servicing rights (MSR)
are credit impaired loans, we expect the company's cash flow
volatility to be moderate due to modest interest rate sensitivity.
The company's high reliance on shortterm secured funding for its
investment portfolio limits its financial flexibility."
The stable rating outlook reflects Moody's expectation that New
Residential will be able to maintain its solid financial
performance and strong capital levels without a material weakening
in its liquidity profile.
The ratings could be upgraded if the company reduces its reliance
on Nationstar and Ocwen or the company reduces its reliance on
shortterm secured funding while maintaining solid profitability
with net income to average managed assets above 2.0% and strong
capital with TCE to TMA above 15%.
The ratings could be downgraded if New Residential's net income to
average managed assets or TCE to TMA dropped below 1.5% and 14%,
respectively, for a sustained period. Negative rating pressure
could also result from a weakening liquidity position or increased
risks related to its reliance on Nationstar or Ocwen such as if
Nationstar's CFR were downgraded to below B2 or Ocwen's below B3.
Lastly, New Residential's Issuer Rating could be downgraded if
outstanding MSR secured debt increases to more than 40% of the
company's net investment in MSRs.
NEW YORK LIGHT: Plan Confirmation Hearing Set for July 20
---------------------------------------------------------
The Hon. Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court
for the Northern District of New York granted conditional approval
to the disclosure statement explaining the Joint Plan of
Liquidation of New York Light Energy, LLC, et al.
Judge Littlefield set July 8, 2016, as the deadline for creditors
to cast their vote on the Plan.
The hearing on final approval of the Disclosure Statement and
confirmation of the Plan is set for July 20 at 10:30 a.m. in
Albany, New York.
Objections to the approval of the Disclosure Statement or
confirmation of the Plan are due seven days prior to the hearing.
About New York Light Energy
Founded in 2009 and based in Latham, New York, New York Light
Energy, LLC, designs and installs medium-scale solar arrays in New
York State and Massachusetts. The Company has installed solar
arrays on more than 180 industrial, commercial, municipal, and
residential sites, with a total of over 15 megawatts of capacity
to date.
NYLE and its affiliates commenced Chapter 11 bankruptcy cases
(Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on
May 27, 2015. Judge Robert E. Littlefield Jr. is assigned to the
cases.
The affiliate debtors are Light Energy Partners Group, LP, Light
Energy Administrative Services, LLC, Light Energy Installers, LLC,
U.S. Light Energy, LLC, and Light Energy Management II, LLC.
The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel. The
Debtors hired Blackbird Asset Services LLC as liquidation agent in
connection with the sale of their excess inventory.
The U.S. Trustee for Region 2, appointed three creditors to serve
in an Official Committee of Unsecured Creditors in the Chapter 11
cases of New York Light Energy, LLC, et al. The Committee retains
Hodgson Russ LLP as its attorneys and Emerald Capital Advisors
Corp. as financial advisor.
NOAH ELI ESTRADA: Plan Confirmation Hearing Set for July 7
----------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul of the U.S. Bankruptcy Court for
the Southern District of Texas approved the disclosure statement
explaining the bankruptcy-exit plan of Noah Eli Estrada.
A hearing to confirm the Plan is set for July 7 in Houston, Texas.
The Disclosure Statement was filed May 29, 2016.
Plan votes are due June 24. Plan confirmation objections are due
June 30.
Noah Eli Estrada filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 16-80003) on Chapter 11 Petition filed January 4, 2016.
NOVA PHARMACEUTICALS: Offering 581,423 Common Shares
----------------------------------------------------
NovaBay Pharmaceuticals, Inc., filed a Form S-3 registration
statement with the Securities and Exchange Commission relating to
the offer and sale by the Company of up to 581,423 shares of its
common stock, par value $0.01 per share, that are issuable at an
exercise price of $1.81 per share, subject to adjustment as
described below, from time to time upon the exercise of:
(i) the currently outstanding warrants that the Company issued
in July 2011 as part of a registered direct offering, or
the July 2011 Offering, as subsequently amended in
connection with the October 2015 Offering; and
(ii) the currently outstanding warrants that we issued in
October 2015 as part of a public offering, or the October
2015 Offering.
The Company will receive the proceeds from any cash exercises of
the warrants. The warrants issued in the July 2011 Offering, or
the July 2011 Warrants, are exercisable for an aggregate 138,621
shares of the Company's common stock at any time until March 6,
2020. The warrants issued in the October 2015 Offering, or the
October 2015 Warrants, are exercisable for an aggregate 442,802
shares of the Company's common stock at any time until Oct. 27,
2020. If all of the warrants are exercised for cash at the current
exercise price, the Company will receive aggregate proceeds of
approximately $1.1 million. However, if the exercise price of the
warrants is adjusted as described above, the aggregate proceeds the
Company would receive upon exercise of all of the warrants could be
substantially less. No securities are being offered pursuant to
this prospectus other than the shares of the Company's common stock
that will be issued upon exercise of those currently outstanding
warrants.
The Company's common stock is listed on the NYSE MKT under the
symbol "NBY." On June 8, 2016, the last reported sale price of its
common stock was $2.73 per share.
A copy of the Form S-3 prospectus is available for free at:
https://is.gd/zqk7Ah
About NovaBay Pharmaceuticals
NovaBay Pharmaceuticals is a biopharmaceutical company focusing on
the commercialization of prescription Avenova lid and lash hygiene
for the domestic eye care market. Avenova is formulated with
Neutrox which is cleared by the U.S. Food and Drug Administration
(FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary
pure hypochlorous acid. Laboratory tests show that hypochlorous
acid has potent antimicrobial activity in solution yet is non-toxic
to mammalian cells and it also neutralizes bacterial toxins.
Avenova is marketed to optometrists and ophthalmologists throughout
the U.S. by NovaBay's direct medical salesforce. It is accessible
from more than 90% of retail pharmacies in the U.S. through
agreements with McKesson Corporation, Cardinal Health and
AmeriSource Bergen.
NovaBay reported a net loss of $18.97 million in 2015, a net loss
of $15.19 million in 2014 and a net loss of $16.04 million in
2013.
As of March 31, 2016, Novabay had $4.93 million in total assets,
$12.2 million in total liabilities, and a total stockholders'
deficit of $7.29 million.
OUM & Co. LLP in San Francisco, California, audited the
consolidated balance sheets of NovaBay Pharmaceuticals, Inc. as of
December 31, 2015 and 2014 and the related consolidated statements
of operations and comprehensive loss, stockholders' equity, and
cash flows for each of the three years in the period ended December
31, 2015. The firm noted that the Company has suffered recurring
losses and negative cash flows from operations and has a
stockholders' deficit, all of which raise substantial doubt about
its ability to continue as a going concern.
NOVABAY PHARMACEUTICALS: Has Resale Prospectus of 385,602 Shares
----------------------------------------------------------------
NovaBay Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission a Form S-3 prospectus relating to the
disposition from time to time of up to 385,602 shares of its common
stock, which includes 128,534 shares of its common stock issuable
upon the exercise of warrants. The Company is not selling any
common stock under this prospectus and will not receive any of the
proceeds from the sale of shares by the Selling Securityholders.
Blake E. Andros, Children's Brain Disease Foundation, Dean Rider
and Andy R. Geckler may sell the shares of common stock in a number
of different ways and at varying prices.
The Company's common stock is traded on the NYSE MKT under the
symbol 'NBY." On June 8, 2016, the reported closing price of the
common stock was $2.73 per share.
A full-text copy of the Form S-3 prospectus is available at:
https://is.gd/dGTJkv
About NovaBay Pharmaceuticals
NovaBay Pharmaceuticals is a biopharmaceutical company focusing on
the commercialization of prescription Avenova lid and lash hygiene
for the domestic eye care market. Avenova is formulated with
Neutrox which is cleared by the U.S. Food and Drug Administration
(FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary
pure hypochlorous acid. Laboratory tests show that hypochlorous
acid has potent antimicrobial activity in solution yet is non-toxic
to mammalian cells and it also neutralizes bacterial toxins.
Avenova is marketed to optometrists and ophthalmologists throughout
the U.S. by NovaBay's direct medical salesforce. It is accessible
from more than 90% of retail pharmacies in the U.S. through
agreements with McKesson Corporation, Cardinal Health and
AmeriSource Bergen.
NovaBay reported a net loss of $18.97 million in 2015, a net loss
of $15.19 million in 2014 and a net loss of $16.04 million in
2013.
As of March 31, 2016, Novabay had $4.93 million in total assets,
$12.2 million in total liabilities, and a total stockholders'
deficit of $7.29 million.
OUM & Co. LLP in San Francisco, California, audited the
consolidated balance sheets of NovaBay Pharmaceuticals, Inc. as of
December 31, 2015 and 2014 and the related consolidated statements
of operations and comprehensive loss, stockholders' equity, and
cash flows for each of the three years in the period ended December
31, 2015. The firm noted that the Company has suffered recurring
losses and negative cash flows from operations and has a
stockholders' deficit, all of which raise substantial doubt about
its ability to continue as a going concern.
OCWEN FINANCIAL: Moody's Lowers CFR to 'B3', Outlook Negative
-------------------------------------------------------------
Moody's Investors Service has taken the following rating actions
with respect to Ocwen Financial Corp. (Ocwen):
-- Corporate Family Rating downgraded to B3 from B2;
negative outlook assigned
-- Senior Unsecured Rating downgraded to Caa1 from B3;
negative outlook assigned
-- Senior Secured Bank Credit Facility Rating confirmed
at B2; negative outlook assigned
The rating action concludes the review for downgrade Moody's
initiated on March 16, 2016.
RATINGS RATIONALE
The rating actions follow the company's very weak Q1 profitability,
largely due to continued high legal, regulatory, and servicing
expenses. The company lost $111 million in the first quarter of
2016, bringing the total losses to nearly $888 million over the
last two years. As a result, the company's capital levels have
significantly fallen with tangible common equity (TCE) to tangible
assets falling to 9.9% as of March 31, 2016 from 12.6% as of
December 31, 2014.
Ocwen's financial profile is also challenged by the more limited
opportunities available in its core market, credit impaired
residential mortgage servicing. The company is currently unable to
acquire new mortgage servicing as part of its agreements with the
New York Department of Financial Services and California Department
of Business Oversight. In addition, the market for new transfers of
credit impaired servicing is quite limited as delinquencies
continue to rapidly decline. As a result, the company seeks to
significantly grow its mortgage origination business as well as
expand into other lending businesses such as the recent entry into
dealer floor plan financing for independent auto dealers.
Diversifying into markets outside of the company's expertise
presents risks to the company's financial profile.
The negative outlook reflects the risk that New Residential
Investment Corp. (B1 stable) exercises its rights to transfer
servicing on a large percent of the loans that Ocwen services in
the event that Ocwen's servicer quality assessment is ever below
certain thresholds on or after April 7, 2017. Currently, Ocwen's
servicer rating from S&P is below such threshold.
The B2 rating of the senior secured bank credit facility and the
Caa1 rating of the senior unsecured debt reflects our notching
analysis which incorporates their priority of claim, strength of
asset coverage as well as size with respect to one another.
Ocwen's ratings could be downgraded in the event 1) TCE to tangible
assets falls or is expected to fall below 5.0%, 2) the company
continues to report sizeable losses for example losses in excess of
$50 million per quarter after Q2 2016, 3) in the event that it is
subject to additional regulatory action resulting in material
fines, 4) if the company is terminated as servicer or as
subservicer on a large percent of loans it services, or 5) the
company materially accelerates its expansion into new business
ventures such as its recent entry into the automobile floor plan
lending market.
Given the negative outlook, an upgrade is unlikely at this time.
PARADIGM EAST: Case Summary & 6 Unsecured Creditors
---------------------------------------------------
Debtor: Paradigm East Hanover, LLC
380 Lexington Ave., Suite 2020
New York, NY 10168
Case No.: 16-21245
Chapter 11 Petition Date: June 9, 2016
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Debtor's Counsel: Steven Z Jurista, Esq.
WASSERMAN, JURISTA & STOLZ
110 Allen Road, Suite 304
Basking Ridge, NJ 07920
Tel: (973) 467-2700
Fax: (973) 467-8126
Email: sjurista@wjslaw.com
Total Assets: $10.70 million
Total Debts: $3.49 million
The petition was signed by David Kushner, managing member of
manager.
List of Debtor's Six Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Norris McLaughlin & Professional $81,000
Marcus, PA Services
PO Box 5933
721 Route 202-206, Suite 200
Bridgewater, NJ 08807-5933
Zakim & Zakim Business Debt $37,638
190 Moore Street
Hackensack, NJ 07601
Paradigm Capital Funding Loan $26,717
380 Lexington Ave., Suite 2020
New York, NY 10168
EWMA Environmental Business Debt $21,000
100 Misty Lane
Parsippany, NJ 07054
Township of East Unknown
Hanover
Attn: Kenneth Heulbig
Tax Collector
411 Ridgedale Avenue
East Hanover, NJ 07936
Township of East Hanover Construction $0
411 Ridgedale Avenue related fines
East Hanover, NJ 07936
PAUL BURGETTE MOHR: July 20 Disclosure Statement Hearing Set
------------------------------------------------------------
Debtors Paul Burgette Mohr, Jr., and Lydia Katarina Mohr, on May
16, 2016, filed a Disclosure Statement and Plan under Chapter 11 of
the Bankruptcy Code.
On June 3, 2016, Arizona Bankruptcy Judge Brenda K. Martin entered
an order that:
-- a hearing to consider the approval of the Disclosure
Statement shall be held at the United States Bankruptcy Court, 230
North First Avenue, Courtroom 701, Phoenix, Arizona 85003, on July
20, 2016, at 1:30 p.m.; and
-- Written objections to the Disclosure Statement shall be
filed within 28 days from the date of service of the Order, in
accordance with Fed. R. Bankr. P. 3017(a).
Paul Burgette Mohr, Jr. and Lydia Katarina Mohr filed a Chapter 11
bankruptcy petition (Bankr. D. Ariz. Case No. 15-14636) on November
16, 2015, and are represented by:
James F. Kahn, P.C.
301 E. Bethany Home Rd., Suite C-195
Phoenix, AZ 85012
PEABODY ENERGY: Committee Hires Morrison & Foerster as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Peabody Energy
Corporation, et al., asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of Missouri to retain
Morrison & Foerster LLP as counsel nunc pro tunc to April 27,
2016.
The Firm will:
a. advise the Committee in connection with its powers and
duties under the Bankruptcy Code, the Bankruptcy Rules
and the Local Rules;
b. assist and advise the Committee in its consultation with
the Debtors relative to the administration of these
cases;
c. attend meetings and negotiate with the representatives of
the Debtors and other parties-in-interest;
d. assist and advise the Committee in its examination and
analysis of the conduct of the Debtors' affairs;
e. assist and advise the Committee in connection with any
sale of the Debtors' assets pursuant to Section 363 of
the Bankruptcy Code;
f. assist the Committee in the review, analysis and
negotiation of any Chapter 11 plan(s) of reorganization
or liquidation that may be filed and assist the Committee
in the review, analysis and negotiation of the disclosure
statement accompanying any plan(s);
g. take all necessary action to protect and preserve the
interests of the Committee, including (i) possible
prosecution of actions on its behalf; (ii) if
appropriate, negotiations concerning all litigation in
which the Debtors are involved; and (iii) if appropriate,
review and analysis of claims filed against the Debtors'
estates;
h. generally prepare on behalf of the Committee all
necessary motions, applications, answers, orders,
reports, replies, responses and papers in support of
positions taken by the Committee;
i. appear, as appropriate, before the Court, the appellate
courts, and the U.S. Trustee, and protect the interests
of the Committee before those courts and before the
U.S. Trustee; and
j. perform all other necessary legal services in these
cases.
The Firm will be paid at these hourly rates:
Partners $825-$1,290
Of Counsel & Senior of Counsel $630-$1,260
Attorneys & Associates $355-$825
Paraprofessionals $220-$440
Lorenzo Marinuzzi, Esq., a partner in the Firm, assures the Court
that the Firm (a) is a disinterested person within the meaning of
Section 101(14) of the Bankruptcy Code, as required by Section 1103
of the Bankruptcy Code, and does not hold or represent an interest
adverse to the Debtors, and (b) has no connection to the Debtors,
their creditors or other parties-in-interest.
The Firm issued these statements regarding the U.S. Trustee
Guidelines:
-- The Firm didn't agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- None of the professionals included in this engagement vary
their rate based on the geographic location of the bankruptcy
case.
-- The Firm did not represent the Committee prior to these
Chapter 11 cases.
-- The Committee and the Firm expect to develop a prospective
budget and staffing plan to comply with the U.S. Trustee's requests
for information and additional disclosures, and any other orders of
the Court for the first interim period, recognizing that in the
course of these Chapter 11 cases, there may be unforeseeable fees
and expenses that will need to be addressed by the Committee and
the Firm. The Committee will continue to review the staffing plan
and budget, along with the Firm's invoices, and together with the
Firm, make adjustments as may be necessary or appropriate.
The Firm can be reached at:
MORRISON & FOERSTER LLP
Lorenzo Marinuzzi, Esq.
Jonathan I. Levine, Esq.
Jennifer L. Marines, Esq.
250 West 55th Street
New York, NY 10019-9601
Tel: (212) 468-8000
Fax: (212) 468-7900
E-mail: lmarinuzzi@mofo.com
jonlevine@mofo.com
jmarines@mofo.com
About Peabody Energy Corporation
Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company. As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia. The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine in Australia. In addition to its mining operations, the
Company markets and brokers coal from other coal producers, both
as principal and agent, and trade coal and freight-related
contracts through trading and business offices in Australia,
China, Germany, India, Indonesia, Singapore, the United Kingdom
and the U.S.
Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.
At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $918.5 million.
On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code. The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern
District of Missouri.
As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.
The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.
The Office of the U.S. Trustee appointed seven creditors of Peabody
Energy Corp. to serve on the official committee of unsecured
creditors. The Committee is represented by Dimitra Doufekias,
Esq., at Morrison & Foerster LLP and Sherry K. Dreisewerd, Esq., at
Spencer Fane LLP.
Michael J. Russano, Esq., at Davis Polk & Wardwell LLP is counsel
to Citibank, N.A. as Administrative Agent and L/C Issuer under the
Debtors' Postpetition Secured Credit Facility and as Administrative
Agent, Swing Line Lender and L/C Issuer under the
Debtors' Prepetition Secured Credit Facility.
Laura Uberti Hughes, Esq., at Bryan Cave is the local counsel to
Citibank, N.A. as Administrative Agent and L/C Issuer under the
Postpetition Secured Credit Facility and as Administrative Agent,
Swing Line Lender and L/C Issuer under the Prepetition Secured
Credit Facility.
PEABODY ENERGY: Committee Taps Spencer Fane as Local Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Peabody Energy
Corporation, et al., asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of Missouri to retain
Spencer Fane LLP as local counsel nunc pro tunc to May 2, 2016.
A hearing on the request is set for June 15, 2016, at 10:00 a.m.
The Firm will provide these services:
a. assisting the lead counsel Morrison & Foerster LLP and
advising and representing the Committee in its
consultations with the Debtors regarding the
administration of the Cases, compliance with local rules,
procedures, forms, and other matters;
b. assisting Lead Counsel and advising and representing the
Committee with respect to the Debtors' retention of
professionals and advisors with respect to the Debtors'
business and the cases;
c. assisting Lead Counsel and advising and representing the
Committee in analyzing the Debtors' assets and
liabilities, investigating the extent and validity of
liens and participating in and reviewing any proposed
asset sales, asset dispositions, financing arrangements
and cash collateral stipulations or proceedings;
d. assisting Lead Counsel and advising and representing the
Committee in any manner relevant to reviewing and
determining the Debtors' rights and obligations under
leases and other contracts;
e. assisting Lead Counsel and advising and representing the
Committee in investigating the acts, conduct, assets,
liabilities and financial condition of the Debtors, the
Debtors' operations and the desirability of the
continuance of any portion of those operations, and any
other matters relevant to the cases or to the formulation
of a plan;
f. assisting Lead Counsel and advising and representing the
Committee in connection with any sale of the Debtors'
assets;
g. assisting Lead Counsel and advising and representing the
Committee in its participation in the negotiation,
formulation, or objection to any plan of liquidation or
reorganization;
h. advising the Committee on the issues concerning the
appointment of a trustee or examiner under Section 1104
of the Bankruptcy Code;
i. assisting Lead Counsel and advising and representing the
Committee in understanding its powers and its duties
under the Bankruptcy Code and the Bankruptcy Rules and in
performing other services as are in the interests of
those represented by the Committee;
j. assisting Lead Counsel and advising and representing the
Committee in the evaluation of claims and on any
litigation matters, including avoidance actions; and
k. providing other services to the Committee as may be
necessary in the cases.
The Firm will be paid these hourly rates:
Scott J. Goldstein, Esq., Partner $500
Eric C. Peterson, Esq., Counsel $405
Sherry Dreisewerd, Esq., Partner $395
Lisa Epps, Esq., Partner $400
Ryan Hardy, Esq., Associate $270
Andrea Chase, Esq., Associate $235
Lisa F. Wright, Esq., Paralegal $210
Ronda Rutherford, Esq., Paralegal $210
Partners $290-$555
Of Counsel $310-$550
Associates $220-$300
Paralegals $130-$220
Scott J. Goldstein, Esq., a partner at the Firm, assures the Court
that the Firm is a disinterested person as that term is defined in
Section 101(14) of the Bankruptcy Code, as the Firm, its partners,
counsel, and associates (a) are not creditors, equity security
holders, or insiders of the Debtors; (b) are not and were not,
within two years before the date of the filing of the Debtors'
Chapter 11 petitions, a director, officer, or employee of the
Debtors; and (c) do not represent or hold an interest adverse to
the interests of the estate with respect to the matters in which
the Firm is proposed to be employed.
The Committee and the Firm intend to make a reasonable effort to
comply with the US. Trustee's requests for information and
additional disclosures.
The Firm didn't agree to any variations from, or alternatives to,
its standard or customary billing arrangements for this engagement,
nor did any of the professionals included in this engagement vary
their rate based on the geographic location of the bankruptcy case.
The Firm did not represent the Committee before its formation on
April 29, 2016. The Firm's billing rates have not changed since
the Petition Date. The Firm has in the past represented, currently
represents and may represent in the future certain Committee
members and their affiliates. The Lead Counsel is developing a
budget and staffing plan that will be presented for approval by the
Committee. The Firm intends to work with the Lead Counsel within
the parameters of that budget.
SPENCER FANE LLP
Eric C. Peterson, Esq.
Sherry K. Dreisewerd, Esq.
1 North Brentwood Boulevard
Suite 1000
St. Louis, MO 63105
Tel: (314) 863-7733
Fax: (314) 862-4656
E-mail: epeterson@spencerfane.corn
sdreisewerd@spencerfane.corn
and
Scott J. Goldstein, Esq.
Lisa Epps, Esq.
1000 Walnut, Suite 1400
Kansas City, MO 64106
Tel: (816) 474-8100
Fax: (816) 474-3216
E-mail: sgoldstein@spencerfane.com
lepps@spencerfane.com
About Peabody Energy Corporation
Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company. As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia. The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine in Australia. In addition to its mining operations, the
Company markets and brokers coal from other coal producers, both
as principal and agent, and trade coal and freight-related
contracts through trading and business offices in Australia,
China, Germany, India, Indonesia, Singapore, the United Kingdom
and the U.S.
Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.
At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $918.5 million.
On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code. The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern
District of Missouri.
As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.
The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.
The Office of the U.S. Trustee appointed seven creditors of Peabody
Energy Corp. to serve on the official committee of unsecured
creditors. The Committee is represented by Dimitra Doufekias,
Esq., at Morrison & Foerster LLP and Sherry K. Dreisewerd, Esq., at
Spencer Fane LLP.
Michael J. Russano, Esq., at Davis Polk & Wardwell LLP is counsel
to Citibank, N.A. as Administrative Agent and L/C Issuer under the
Debtors' Postpetition Secured Credit Facility and as Administrative
Agent, Swing Line Lender and L/C Issuer under the
Debtors' Prepetition Secured Credit Facility.
Laura Uberti Hughes, Esq., at Bryan Cave is the local counsel to
Citibank, N.A. as Administrative Agent and L/C Issuer under the
Postpetition Secured Credit Facility and as Administrative Agent,
Swing Line Lender and L/C Issuer under the Prepetition Secured
Credit Facility.
PEARLMONT LLC: Disclosures Okayed; Plan Hearing on July 12
----------------------------------------------------------
Bankruptcy Judge Rosemary Gambardella granted conditional approval
to the disclosure statement explaining the Chapter 11 plan of
Pearlmont, LLC.
The Disclosure Statement was filed on May 26, 2016.
July 5 is fixed as the last day for filing and serving written
objections to the Disclosure Statement and confirmation of the
Plan. Plan votes are also due that day.
A hearing shall be held on July 12 at 11 a.m. -- which is within 45
days of the filing of the Plan -- for final approval of the
Disclosure Statement (if a written objection has been timely filed)
and for confirmation of the Plan.
Pearlmont LLC, based in Montvale, NJ, filed a Chapter 11 petition
(Bankr. D. N.J. Case No. 13-10964) on January 18, 2013. Judge
Rosemary Gambardella presides over the case. The Debtor's Counsel:
Leonard S. Singer, Esq.
ZAZELLA & SINGER, ESQS.
36 Mountain View Boulevard
Wayne, NJ 07470
Tel: (973) 696-1700
Fax: (973) 696-3228
E-mail: zsbankruptcy@gmail.com
In its petition, the Debtor estimated $1,000,001 to $10,000,000 in
both assets and debts. The petition was signed by Alfred R.
Caggia, member.
PENNGOOD LLC: Wants Plan Filing Deadline Moved by 120 Days
----------------------------------------------------------
Penngood LLC asks the U.S. Bankruptcy Court for the District of
Columbia to extend for 120 days and 180 days, respectively, the
time for which the Debtor has the exclusive right to file a Chapter
11 Plan and for the acceptance of that Plan.
The original exclusivity period expires on June 14, 2016.
The Debtor tells the Court that it is current on all of its monthly
reports and post-petition expenses, including all tax payments.
From the filing date, the Debtor has reorganized and reduced its
staff, cut expenses, and vigorously sought other contracting
opportunities and has looked for alternate space to lease in order
to further reduce its overhead.
The Debtor's counsel has spoken with counsel for some of the
largest creditors and has encouraged them to form an unsecured
creditors committee, but without success so far.
Because the Debtor is uncertain about its office space, its new
accounts, and what further cost saving measures it can take, it
cannot make its best projections regarding its future income upon
which it might base a Chapter 11 Plan at this time, but reasonably
believes that it will be able to do so within the extension applied
for.
The Debtor's counsel can be reached at:
Richard G. Hall, Esq.
RICHARD G. HALL
7369 McWhorter Place,
Suite 412
Alexandria, Virginia 22003
Tel: (703)256-7159
Headquartered in Washington, DC, Penngood LLC dba Penn Good and
Associates LLP derives its income primarily from government
contracts, or from work done for companies who are themselves
working on government contracts and has several promising
opportunities to acquire new accounts and to expand its business in
this area. It filed for Chapter 11 bankruptcy protection (Bankr.
D.C. Case No. 16-00051) on Feb. 15, 2016, listing $1.85 million in
total assets and $4.42 million in total liabilities. The petition
was signed by Clyde H. Penn Jr., owner.
Richard G. Hall, Esq., at Richard G. Hall serves as the Debtor's
counsel.
PERRY PETROLEUM: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Perry Petroleum Equipment LTD, Inc.
10231 Raccoon Valley Road
Ickesburg, PA 17037
Case No.: 16-02449
Chapter 11 Petition Date: June 9, 2016
Court: United States Bankruptcy Court
Middle District of Pennsylvania (Harrisburg)
Judge: Hon. Mary D France
Debtor's Counsel: Lawrence G. Frank, Esq.
LAW OFFICE OF LAWRENCE G. FRANK
100 Aspen Drive
Dillsburg, PA 17019
Tel: 717 234-7455
Fax: 717 432-9065
E-mail: lawrencegfrank@gmail.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brian D. Sheaffer, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
PRECIOUS CARGO: Unsecured Claims to Recoup 1% Under Plan
--------------------------------------------------------
Precious Cargo Child Care and Learning Center, Inc., and Coco's
Place, LLC, operators of a day/child care business in Pennsylvania,
filed with the Bankruptcy Court for the Western District of
Pennsylvania a Joint Disclosure Statement and Joint Amended Plan,
dated May 31, 2016.
According to the Disclosure Statement, there is a total of
$82,268.24 in general unsecured non-tax claims and $5,184.23 in
general unsecured tax claims.
The Plan provides that Unsecured Claims in Class 8 will be paid an
estimated total of $875.00, plus 6% interest, of allowed unsecured
claims on a pro-rata basis. This is an estimated 1% of unsecured
claims. If funds are available, the Debtors may pay this amount
to Class 5 in full (which consists of the secured claim of Mother's
Touch Daycare in the amount of $278,523.25 and which will be paid
as a wholly unsecured claim under this Chapter 11 Plan after the
conclusion of a Section 506 adversary complaint bifurcating this
claim.)
Otherwise, at a minimum, the Debtors will pay $175.00 plus 6%
interest on an annual basis for five years, with the first annual
payment commencing within one year of the effective date of this
Plan, and the four subsequent payments being made on the
anniversary of the first payment. Any amount not paid under class
8 shall be discharged upon confirmation of this plan. This class
shall not be entitled to interest on their claims.
The Plan is to be implemented by the reorganized Debtors through
future income of the Debtors derived by ongoing operation of their
child/day care business.
Bankruptcy Judge Gregory L. Taddonio of the Western District of
Pennsylvania will hold a hearing on July 1, 2016, to consider
approval of the disclosure statement.
The hearing will be held at 11:00 a.m. Courtroom A, 54th Floor,
U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA 15219.
Written objections to the disclosure statement are due June 30.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/pawb14-22315-0279.pdf
Precious Cargo Child Care and Learning Center, Inc. filed a Chapter
11 bankruptcy petition (Bankr. W.D. Pa. Case No. 14-22315) on June
4, 2014. Coco's Place, LLC filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Pa. Case No. 15-_____) on October 14, 2015.
Precious Cargo initiated this Chapter 11 case to reorganize its
debts after becoming financially distressed as a result of
misrepresentations by Mother's Touch that resulted in less revenue
than expected; unpaid payroll taxes; and a judgment lien filed by
the Department of Labor and Industry for unemployment taxes.
Precious Cargo and Coco's Place are represented by:
Brian C. Thompson, Esq.
Thompson Law Group, P.C.
125 Warrendale-Bayne Road, Suite 200
Warrendale, PA 15086
Tel: (724) 799-8404
Fax: (724) 799-8409
E-mail: bthompson@thompsonattorney.com
PSK REALTY: Unsecureds to Recoup 7% Under Plan
----------------------------------------------
PSK Realty LLC filed with the Bankruptcy Court in Connecticut its
first amended plan of reorganization and first amended disclosure
statement.
The Plan provides that general unsecured creditors, owed roughly
$380,000, will receive a pro rata share of $1,500 per quarter, or
payment in full, whichever is less, for a period of five years
after the first day of the first month after the effective date of
the Plan. Payments will commence on Oct. 1, 2016.
Prior to filing for bankruptcy, PSK Realty surrendered a portion of
its real property to Dime Bank in partial satisfaction of its debt
to Dime Bank.
Under the Plan, Dime Bank, will receive monthly payments of
principal and interst on a secured claim of $280,000 at an annual
interest rate of 5.21% for 18 years or $2,000.39 per month. The
bank will retain its security interest in the Debtor's real estate
for the full amount of its secured claim until it is paid in full.
There will be no penalty for preyament. The remaining of the
bank's claim wil be unsecured.
If the Debtor fails to make a payment required pursuant to the
Plan, all of the real estate will be auctioned in Bankruptcy
Court.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ctb-15-21593-0074.pdf
PSK Realty, LLC owned and operated real property in New London
County, Connecticut. It filed a Chapter 11 petition (Bankr. D.
Conn. Case No. 15-21593) on September 8, 2015, and is represented
by Timothy D. Miltenberger, Esq. -- tmiltenberger@coanlewendon.com
-- at COAN LEWENDON GULLIVER & MILTENBERGER.
PUERTO RICO: Debt Package Faces Bipartisan Criticism
----------------------------------------------------
The American Bankruptcy Institute, citing Tom Howell Jr. of The
Washington Times, reported that Puerto Rico voters sent a signal of
displeasure with the debt rescue package now pending in Congress,
but leaders on Capitol Hill are pushing ahead anyway, insisting the
bipartisan compromise is the best deal for federal taxpayers and
the island territory.
According to the report, Conservative critics still fear the bill
will end up socking average Americans' pockets, while liberals say
the deal is too harsh on Puerto Rico itself, making cuts to social
services more likely.
Puerto Ricans appeared to send that same message themselves when
Ricardo Rossello, who opposes the House bill, defeated Commissioner
Pedro Pierluisi, the island's nonvoting member of Congress, in a
primary to see who the New Progressive Party's candidate for
governor will be this fall, the report related.
"We know that Puerto Rico doesn't agree with it," said Rep. John
Fleming, Louisiana Republican and one of the conservatives who
fears the bill will put pensioners and unions ahead of regular
bondholders, the report related. Mr. Pierluisi, he added, "ran on
this issue and lost."
The House is scheduled to vote on the rescue package on June 16,
and Speaker Paul D. Ryan has implored his Republican troops to
rally around the bill he negotiated with the Obama administration,
saying it is the best a divided Congress can do to help Puerto Rico
restructure its $72 billion of debt without resorting to a taxpayer
bailout, the report further related.
QRS RECYCLING: U.S. Trustee Forms 2-Member Committee
----------------------------------------------------
Guy Gebhardt, acting U.S. trustee for Region 21, on June 8
appointed two creditors of Qrs Recycling of Georgia, LLC, to serve
on the official committee of unsecured creditors.
The committee members are:
(1) J.B. Hunt Transport
Attn: Erica Hayes, Financial Analyst
675 J.B. Hunt Corporate Dr.
Lowell, AR 72745
Tel: 479-419-3500
Fax: 479-820-4996
Email: Erica_Hayes@jbhunt.com
(2) Complete Polymers
Attn: Jeramy Daniels, Vice President
4390 Old McDonough Rd.
P.O. Box 962
Conley, GA 30288
Tel: 404-988-6174
Email: jd@completepolymers.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About QRS Recycling
QRS Recycling of Georgia, LLC, operator of a recycling facility
located at 120 Hollow Tree Lane SW, Atlanta, Georgia, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ga. Case No. 16-58837) on May 20, 2016, to liquidate its
assets. The case is pending before Judge James R. Sacca.
DLA Piper LLP (US) and Bingham Greenbaum Doll LLP represent the
Debtor as counsel. Upshot Services LLC serves as the Debtor's
claims and noticing agent.
The Debtor estimated assets of up to $10 million and liabilities in
the range of $10 million to $50 million.
QUANTUM CORP: FMR LLC Hold 2.4 Million Common Shares
----------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission on June 9, 2016, FMR LLC and Abigail P. Johnson
disclosed that they beneficially own 2,390,733 shares of common
stock of Quantum Corp representing 0.904 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at https://is.gd/Ifx6lg
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive. Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.
Quantum reported net income of $16.7 million on $553 million of
total revenue for the year ended March 31, 2015, compared to a net
loss of $21.5 million on $553 million of total revenue for the
year ended March 31, 2014.
As of Dec. 31, 2015, the Company had $278 million in total assets,
$355 million in total liabilities and a $76.9 million total
stockholders' deficit.
QUANTUM MATERIALS: Amends Licensing Pact with Arizona University
----------------------------------------------------------------
Solterra Renewable Technologies, Inc., a wholly-owned subsidiary of
Quantum Materials Corp., has entered into amended licensing
agreement with The University of Arizona. The sole purpose of the
amendment is to adjust the minimum annual royalty due date
schedule, according to a regulatory filing with the Securities and
Exchange Commission.
The Company had previously announced that it was working with UA to
amend the licensing agreement in its Form 10-Q for the three months
ended March 31, 2016.
About Quantum Materials
Quantum Materials Corp. and its wholly owned subsidiary, Solterra
Renewable Technologies, Inc. (collectively referred to as the
company) are headquartered in San Marcos, Texas. The company
specializes in the design, development, production and supply of
quantum dots, including tetrapod quantum dots, a high performance
variant of quantum dots, and highly uniform nanoparticles, using
its patented automated continuous flow production process.
As of March 31, 2016, Quantum had $1.06 million in total assets,
$1.48 million in total liabilities, and a total stockholders'
deficit of $419,000.
Weaver and Tidwell, L.L.P., in an Oct. 13, 2015 report expressed
substantial doubt about the company's ability to continue as a
going concern. The firm audited the consolidated balance sheets of
the company as of June 30, 2015 and 2014, and the related
consolidated statements of operations, stockholders' equity
(deficit), and cash flows for each of the years in the two-year
period ended June 30, 2015. The independent auditor noted that the
Company has suffered recurring losses from operations and has an
accumulated deficit that raises substantial doubt about its ability
to continue as a going concern.
QUEST SOLUTION: Stockholders Elect Five Directors
-------------------------------------------------
Quest Solution, Inc., held its annual meeting of stockholders on
Wednesday, June 8, 2016, at which the stockholders:
(a) elected Gilles Gaudreault, William Austin Lewis, IV,
Ian R. McNeil, Thomas O. Miller and Robert F. Shepard
as directors to serve until the next annual meeting to be
held in 2017 or until their successors have been duly
elected and qualified;
(b) ratified the appointment of RBSM, LLP to serve as the
Company's independent registered public accounting firm for
fiscal year 2016;
(c) approved, on an advisory (non-binding) basis, the
compensation of the Company's named executive officers;
(d) voted, on an advisory (non-binding) basis, to hold the
advisory stockholder vote on the compensation of the
Company's named executive officers every year; and
(e) approved the Company's 2016 Employee Stock Purchase Plan.
About Quest Solution
Quest Solution (formerly known as Amerigo Energy, Inc.) is a
national mobility systems integrator with a focus on design,
delivery, deployment and support of fully integrated mobile
solutions. The Company takes a consultative approach by offering
end to end solutions that include hardware, software,
communications and full lifecycle management services. The highly
tenured team of professionals simplifies the integration process
and delivers proven problem solving solutions backed by numerous
customer references. Motorola, Intermec, Honeywell, Panasonic,
AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest
Solution uses in its systems.
Quest Solution reported a net loss of $1.71 million on $63.9
million of total revenues for the year ended Dec. 31, 2015,
compared to net income of $301,649 on $37.3 million of total
revenues for the year ended Dec. 31, 2014.
As of March 31, 2016, Quest Solution had $53.4 million in total
assets, $55.8 million in total liabilities and a total
stockholders' deficit of $2.34 million.
The Company's auditors RBSM LLP, in Leawood, Kansas, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has a working capital deficiency and significant
subordinated debt resulting from acquisitions. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
RGL RESERVOIR: S&P Raises CCR to 'CCC+', Outlook Negative
---------------------------------------------------------
S&P Global Ratings said it raised its long-term corporate credit
rating on Calgary, Alta.-based RGL Reservoir Management Inc. to
'CCC+' from 'SD' (selective default). The outlook is negative.
At the same time, S&P raised its rating on RGL's first-lien term
loan (the facility also includes a US$45 million revolver) to 'CCC'
from 'D' (default). The recovery rating on the debt remains '5',
indicating modest (10% to 30%; at the upper half of the range)
recovery in the event of a default.
The rating action follows RGL's amendments to its senior secured
debt facilities that materially changed the amount outstanding and
the facility's terms. As part of the amendments, the first-lien
revolver (US$75 million) repayment term was extended (to 2021 from
2019); amortization payments were added; and interest rates
increased, except for US$5.6 million of the revolver outstanding,
with no change to its term or interest rate. The total revolver
size was reduced to US$45 million. As well, the C$140 million
second-lien debt (and accrued interest) was exchanged for C$55
million first-lien debt in addition to common shares and warrants.
S&P viewed the transaction as a distressed exchange because
debtholders received less than what promised on the original debt
terms.
The upgrade reflects S&P's assessment of RGL's prospective credit
profile. The recent restructuring reduced the company's debt
outstanding; however, S&P continues to view its financial leverage
as unsustainably high in 2016 and 2017. Nevertheless, with about
C$81 million of cash at March 31, 2016, S&P believes RGL should be
able to meet its financial commitments (about C$35 million in
interest and debt amortization obligations, and about C$14 million
capital spending needs) and S&P do not envision a specific default
scenario over the next 12 months.
"Our current credit rating and debt issue ratings for RGL reflect
our view of the company's prospective credit profile and recovery
prospects for debt holders, following the completion of its debt
restructuring earlier this year," said S&P Global Ratings credit
analyst Michelle Dathorne.
The negative outlook reflects S&P's view that RGL's liquidity will
continue to deteriorate as the company's financial commitments for
2016 and 2017 will exceed EBITDA generation. S&P expects RGL will
be able to fund its commitments for the next 12-18 months based on
its available cash balance.
S&P could lower the rating if the company's liquidity deteriorated,
most likely due to continuing weak market conditions, and S&P
believed that RGL could default in the next 12 months.
Although highly unlikely, S&P could revise the outlook to stable if
the company's operating performance improves such that EBITDA
comfortably covers interest expenses, debt amortization, and
maintenance capital spending, and its liquidity profile improves to
adequate.
ROMAN P OSADCHUK: Seeks to Hire Mohammed Shariff as Attorney
------------------------------------------------------------
Roman P Osadchuk LLC seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire Mohammed I. Shariff as its
attorney.
The Debtor proposes to hire an attorney to prepare legal documents
on its behalf, negotiate with creditors, appear in court and
provide services as trial counsel.
The Debtor will compensate Mr. Shariff for his services at the rate
of $350 per hour.
In a court filing, Mr. Shariff, Esq., a member of Sabir Law Group,
disclosed that he does not have any claim against or interest in
the Debtor.
Mr. Shariff's contact information is:
Mohammed I. Shariff, Esq.
Sabir Law Group
50 Princeton-Hightstown Rd, Ste 1
Princeton Junction, NJ 08550
609-716-8900
mis@sabirlaw.com
About Roman P Osadchuk
Roman P Osadchuk LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 16-16032) on March 30,
2016.
RUSSELL INVESTMENTS: Fitch Affirms 'BB' IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Long-Term Issuer Default Rating
and senior secured rating assigned to Russell Investments US
Institutional Holdco, Inc. and Russell Investments US Retail
Holdco, Inc. Fitch has also affirmed the 'BB' Long-Term IDR of
Emerald Acquisition Limited, the holding company for the combined
organization (collectively, Russell Investments). The Rating
Outlook is Stable.
These rating actions were undertaken as part of Fitch's global peer
review of traditional investment managers.
KEY RATING DRIVERS - IDRS and SENIOR SECURED DEBT
The affirmations reflect Russell Investments' strong franchise,
asset under management (AUM) diversification across geographies and
product sets, scalable business model, and demonstrated track
record of delivering strong fund performance relative to
benchmarks. Additional strengths include the company's experienced
management team and a well-articulated and reasonably achievable
long-term operating strategy including maximum leverage and minimum
liquidity targets.
Primary rating constraints include higher initial leverage as
measured by Fitch-calculated Debt/EBITDA, lower initial interest
coverage as measured by Fitch-calculated EBITDA/interest expenses,
lower margins as measured by Fitch-calculated gross EBITDA margins
and the company's fully-secured wholesale funding profile. Other
rating constraints include the sensitivity of the investment
management business model to external markets, lack of operating
history as a stand-alone entity and Russell Investments' private
equity ownership by TA Associates and Reverence Capital Partners.
Private equity ownership introduces the potential risk of more
equity-oriented actions, particularly if the related fund(s) are
approaching the end of their stated fund lives. In addition, the
acquisition includes $150 million of installment payments due to
London Stock Exchange Group from Russell Investments between 2017
and 2020. Russell Investments' private equity sponsors have
committed funds to backstop these installment payments, but were
the funds unable to meet these obligations it would further
constrain Russell Investments' financial flexibility. These
concerns are partially mitigated by the track record of Russell
Investments' private equity owners in the investment management and
financial services sectors.
As of Dec. 31, 2015, Russell Investments had $241.8 billion of AUM,
spread across single/multi-asset products and derivate overlay
products offered to retail and institutional investors in the U.S.,
EMEA, APAC and Canada. The company primarily derives revenues from
traditional investment management activities but also provides
investment services (exposure management, transitions, etc.) and
consulting services, which are moderate diversifiers of revenue.
From a profitability perspective, Fitch-calculated gross EBITDA
margins are expected to initially be in the 15% range in 2016
(excluding performance fees), which is weaker than more highly
rated peers. EBITDA margins could improve depending on the extent
to which Russell Investments is able to improve cost efficiencies
and achieve scale efficiencies through AUM expansion.
Upon closing the transaction, Russell Investments incurred $650
million of senior secured debt while obtaining an undrawn $50
million revolving credit facility for liquidity purposes. On this
basis, Fitch-calculated pro forma gross debt to EBITDA (including
12-month run-rate cost savings) was 3.9x excluding the $150 million
of installment payments or 4.8x including the $150 million of
installment payments. These levels are consistent with Fitch's
quantitative benchmark for the 'BB' category of 3.0x to 5.0x. In
both instances, Fitch's calculations do not give credit to
performance fees, which have been a modest contributor to earnings
in the past but can be more variable. Management has indicated a
long-term leverage target (on a net debt basis) of less than 2.0x.
Progress toward this goal could contribute to positive rating
momentum.
EBITDA coverage of interest expense is expected to be approximately
4.0x for FY 2016 (including required amortization of term-loan
principal) and is within Fitch's quantitative benchmark for the
'BB' category of 3.0x to 6.0x.
From a liquidity perspective, Russell Investments is expected to
maintain approximately $40 million in cash, along with $50 million
of revolver capacity. This level of liquidity is viewed as weaker
than more highly rated peers, although Fitch does recognize the
cash flow generative nature of the business model.
The rating of the senior secured debt is equalized with the
long-term IDR, reflecting Fitch's belief that the debt would have
average recovery prospects in the event of default.
The Stable Outlook reflects Fitch's expectation that Russell
Investments' franchise, diversified platform and strong cash flow
generation should provide it with the ability to begin to reduce
elevated leverage and manage execution risk associated with the
ownership transition.
RATING SENSITIVITIES - IDRS and SENIOR SECURED DEBT
Fitch believes positive rating momentum is possible over the longer
term, provided the company successfully executes on its
deleveraging, cost improvement and margin expansion plans.
Specifically, ratings could be positively influenced by debt/EBITDA
approaching or below 3.0x, gross EBITDA margins (excluding
performance fees) approaching or above 20%, EBITDA/interest
approaching or above 6.0x and favorable investment performance and
asset flows. Additional positive influences include successful
execution of strategic objectives, an improvement in diversity of
funding as to include a meaningful amount of unsecured debt and
successful execution of the transition to a standalone business.
Ratings could be negatively influenced by a sustained increase in
cash flow leverage beyond 5.0x, a decrease in EBITDA margins to
below 10%, a decrease in EBITDA/interest expenses below 3.0x, or
sustained material investment underperformance or AUM outflows.
Failure to execute on articulated strategic objectives would also
be viewed negatively.
The senior secured debt rating would be primarily sensitive to
changes in the long-term IDR of Russell Investments, and to a
lesser extent, the recovery prospects of the instrument.
Fitch has affirmed these ratings:
Russell Investments US Institutional Holdco, Inc. (co-borrower)
Russell Investments US Retail Holdco, Inc. (co-borrower)
-- Long-term IDR at 'BB';
-- Senior secured debt at 'BB'.
Emerald Acquisition Limited (guarantor)
-- Long-term IDR 'BB'.
The Rating Outlook is Stable.
SA CAMINO BANDERA: Property Sale Moots Cash Collateral Request
--------------------------------------------------------------
The Honorable Craig A. Gartotta dismissed SA Camino Bandera, LLC's
request to use its secured lenders' cash collateral because the
encumbered property has been sold and renders the debtor's request
moot.
SA Camino Bandera, LLC, filed a chapter 11 petition (Bankr. W.D.
Tex. Case No. 16-50283) on Feb. 1, 2016. The single asset real
estate debtor is represented by Ronald J. Smeberg, Esq., in San
Antonio, Tex., and estimated its assets and debts at less than $10
million at the time of the filing.
SALON MEDIA: Dave Daley Resigns as Editor-In-Chief
--------------------------------------------------
The Board of Directors of Salon Media Group, Inc. accepted the
resignation of Mr. Dave Daley as the Company's editor-in-chief.
The Company has initiated a search for his replacement, as
disclosed in a regulatory filing with the Securities and Exchange
Commission.
About Salon Media
San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.
Salon Media reported a net loss of $3.9 million on $4.9 million of
net revenues for the year ended March 31, 2015, compared to a net
loss of $2.2 million on $6 million of net revenues for the year
ended March 31, 2014.
As of Dec. 31, 2015, the Company had $2.08 million in total assets,
$9.83 million in total liabilities and a total stockholders'
deficit of $7.75 million.
Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has suffered recurring losses and negative cash flows from
operations and has an accumulated deficit of $122.6 million as of
March 31, 2015. These conditions raise substantial doubt about its
ability to continue as a going concern.
SALON MEDIA: Signs Employment Agreement with CEO
------------------------------------------------
Pursuant to the May 23, 2016, appointment of Jordan Hoffner, 46, as
Salon Media Group, Inc.'s chief executive officer, on June 9, 2016,
the Board executed an employment agreement with Mr. Hoffner. The
Employment Agreement provides, among other things, for the
following: (a) a base annual salary; (b) eligibility to receive a
target annual bonus, as determined by the Board of Directors in its
sole discretion; and (c) an equity plan.
During the term, Mr. HOffner will receive an annual base salary of
$300,000.
The Agreement does have have a specified term, and Mr. Hoffner's
employment is at-will.
A full-text copy of the Employment Agreement is available at:
https://is.gd/6ZGxJN
About Salon Media
San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.
Salon Media reported a net loss of $3.9 million on $4.9 million of
net revenues for the year ended March 31, 2015, compared to a net
loss of $2.2 million on $6 million of net revenues for the year
ended March 31, 2014.
As of Dec. 31, 2015, the Company had $2.08 million in total assets,
$9.83 million in total liabilities and a total stockholders'
deficit of $7.75 million.
Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has suffered recurring losses and negative cash flows from
operations and has an accumulated deficit of $122.6 million as of
March 31, 2015. These conditions raise substantial doubt about its
ability to continue as a going concern.
SBA COMMUNICATIONS: S&P Affirms 'BB-' CCR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' corporate credit
rating on Boca Raton, Fla.-based SBA Communications Corp. The
outlook is stable.
At the same time, S&P affirmed the 'BB' issue-level rating on SBA's
senior secured debt at wholly owned subsidiary SBA Finance II LLC.
The recovery rating on this debt remains '2', which indicates S&P's
expectation for substantial (70%-90%; upper half of the range)
recovery in the event of a payment default.
S&P also affirmed the 'B+' issue-level rating on SBA's senior
unsecured debt at wholly owned subsidiary SBA Telecommunications
LLC. The recovery rating on this debt remains '5', which indicates
S&P's expectation for modest (10%-30%; upper half of the range)
recovery in the event of a payment default.
In addition, S&P affirmed the 'B' issue-level rating on SBA's
senior unsecured debt. The recovery rating on this debt remains
'6', which indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.
"The affirmation follows our revision of SBA's liquidity profile
assessment to strong, which reflects our expectation that the
company's sources of liquidity will cover uses by more than 2x over
the next 12 months and that net sources will remain positive, even
with a 30% decline in forecasted EBITDA," said S&P Global Ratings
credit analyst Scott Tan.
The change in liquidity assessment does not affect the 'BB-'
corporate credit rating.
The stable outlook reflects S&P's expectation for modest EBITDA
margin improvement and FOCF growth associated with adding tenants
to existing towers, which new tower investments partially offset.
Still, S&P expects financial metrics will remain elevated, above
the mid-7x area, given the company's penchant for acquisitions and
share repurchases.
SCOTT SWIMMING: Maintains Access to Webster Bank's Cash Collateral
------------------------------------------------------------------
The Honorable Julie A. Manning placed her stamp of approval on an
order giving Scott Swimming Pools, Inc., access to cash collateral
securing repayment of a secured prepetition obligation to Webster
Bank through 5:00 p.m. on June 30, 2016. The Debtor's use of cash
collateral pledged to Webster will be limited to amounts shown in a
budget projecting about $600,000 of cash disbursements in June
2016. Webster will be granted pospetition replacement liens
subject to a $25,000 carve-out for payment of professional fees and
excluding recoveries on avoidance actions. The Debtor owed Webster
about $451,000 when it sought chapter 11 protection. Judge Manning
will convene another cash collateral hearing at 10:00 a.m. on June
28, 2016, in New Haven, Conn.
Based in Woodbury, Conn., Scott Swimming Pools, Inc., constructs,
sells and services swimming pools. The company filed a chapter 11
petition (Bankr. D. Conn. Case No. 15-50094) on Jan. 22, 2014, and
is represented by James M. Nugent, Esq., at Harlow, Adams, and
Friedman, P.C., in Milford, Conn. At the time of the filing, the
Debtor said it had no assets and owed creditors $3.79 million.
SKAGIT GARDENS: U.S. Trustee Forms 5-Member Committee
-----------------------------------------------------
Gail Brehm Geiger, acting U.S. trustee for Region 18, on June 10
appointed five creditors of Skagit Gardens Inc. and its affiliates
to serve on the official committee of unsecured creditors.
The committee members are:
(1) Jacki Kaelin Williams
President
Jacki Kaelin Inc dba American Transportation Systems
PO Box 248
Kamiah, ID 83536
Phone: (208) 935-9144
Fax: (208) 935-9146
Email: jacki@americantransys.com
(2) Catherine Grossman
Administrative Assistant
Haygrove, Inc.
694 Kraybill Church Rd
Mount Joy, PA 17552-9109
Phone: (717) 492-4955
Fax: (717) 492-4959
Email: catherine.grossman@haygrove.com
(3) Wilco van den Burg
Manager
AB-Cultivars USA LLC
PO Box 125
Trumbauersville, PA 18970
Phone: 215-239-5565
Fax: 215-536-9557
wilco@netcarrier.com
(4) Meegan Zimmerman
Corporate Collection Manager
McKinney Trailer Rentals
12008 NE Inverness Drive
Portland, OR 97220
Phone: (503) 205-9646
Fax: (503) 251-4901
Email: meeganzim@mckinney-pdx.com
(5) Shannon Perkes
Credit Supervisor
Skagit Farmers Supply
PO Box 266
Burlington, WA 98233
Phone: (360) 757-6053, ext.118
Fax: (360) 757-4143
Email: shannonp@skagitfarmers.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Skagit Gardens
Skagit Gardens Inc. is a wholesale nursery that grows two
categories of plants, finished plants and plugs/liners, each grown
for different types of customers.
Skagit Gardens and three affiliates filed Chapter 11 petitions
(Bankr. W.D. Wash., Case No. 16-12879) on May 27, 2016. The
petitions were signed by Mark Buchholz as president. The cases are
jointly administered under Case No. 16-12879.
The Debtors are represented by Bush Kornfeld LLP, in Seattle,
Washington, as counsel. The cases are assigned to Judge
Christopher M. Alston.
The Debtors listed total assets of $12.5 million and total
liabilities of $19.3 million.
SMITH HEALTH CARE: Disclosure Statement Hearing Set for July 14
---------------------------------------------------------------
Bankruptcy Judge Robert N. Opel II for the Middle District of
Pennsylvania ruled that the hearing to consider approval of the
disclosure statement explaining the Chapter 11 plan of Smith Health
Care, Ltd., will be held in the Courtroom No. 2, Max Rosenn U.S.
Courthouse, 197 South Main Street, Wilkes-Barre, Pennsylvania, on
July 14, 2016 at 9:30 a.m.
Written objections to the disclosure statement are due July 6,
2016.
As reported by the Troubled Company Reporter on June 7, 2016, Smith
Health Care filed with the U.S. Bankruptcy Court for the Middle
District of Pennsylvania a disclosure statement and plan of
reorganization, which propose to pay general unsecured creditors
the sum of $25,000 per quarter, pro-rata until 100% of their claims
are paid in full.
General unsecured creditors will be paid beginning after priority
tax claims are paid in full.
Unsecured creditors with allowed claims of less than $15,000 can
opt to be classified as Convenience Claims, a class separate from
General Unsecured Creditors. Allowed claims in the Convenience
Class will be paid 75% of their allowed claims in full settlement
within 30 days after the effective date.
A full-text copy of the Disclosure Statement dated May 31, 2016, is
available at:
http://bankrupt.com/misc/SHCds0531.pdf
Smith Health Care, Ltd, aka Smith Nursing Home, fdba Smith Nursing
& Convalescent Home of Mountain Top, Inc. (Bankr. M.D. Pa., Case
No. 14-05092) filed a Chapter 11 Petition on October 31, 2014. The
case is assigned to Judge Robert N Opel II.
The Debtor's counsel is John H. Doran, Esq., and Lisa M. Doran,
Esq., at Doran & Doran, P.C., in Wilkes-Barre, Pennsylvania.
The Debtor has estimated assets ranging from $1 million to $10
million and estimated liabilities ranging from $1 million to $10
million. The petition was signed by Donna L. Strittmatter,
president.
SNUGGLE PET: Wants Interim Okay to Use Cash Pledged to Hantz Bank
-----------------------------------------------------------------
Snuggle Pet Products, LLC, asks the Honorable Thomas J. Tucker for
interim authority to use up to $129,000 of cash collateral pledged
to secure repayment of prepetition obligations owed to:
Hantz Bank
Attn: Theodore Schork, V.P.
26200 American Drive
Southfield, MI 48034
under which the Debtor's principals are co-borrowers or guarantors
of a $400,000 credit facility. The Debtor proposes that Hantz will
receive replacement liens and proposes making $2,000 monthly
adequate protection payments to the Bank.
Snuggle Pet Products, LLC, is a pet toy wholesaler based in
Michigan. The Debtor's products are manufactured in China and
shipped to the U.S. for sale. The company filed a chapter 11
petition (Bankr. E.D. Mich. on May 27, 2016. The Debtor is
represented by Ethan D. Dunn, Esq., at Maxwell Dunn, PLC, in
Southfield, Mich.
STEAMERS THREE: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Steamers Three LLC.
Steamers Three LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 16-23596) on May 24,
2016. The Debtor is represented by Robert Easterling, Esq.
STONE ENERGY: Thomas Satterfield Reports 6% Stake as of June 2
--------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Thomas A. Satterfield, Jr. disclosed that as of June 2,
2016, he beneficially owns 3,410,500 shares of common stock of
Stone Energy Corporation representing 6 percent based on 56,864,607
shares of Common Stock of Stone Energy outstanding as of May 4,
2016, as reported by Stone Energy in its Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2016. A copy of the
regulatory filing is available for free at:
https://is.gd/VTpexJ
About Stone Energy
Stone Energy is an independent oil and natural gas company engaged
in the acquisition, exploration, exploitation, development and
operation of oil and gas properties. The Company has been
operating in the Gulf of Mexico Basin since its incorporation in
1993 and have established a technical and operational expertise in
this area. The Company has leveraged its experience in the GOM
conventional shelf and expanded its reserve base into the more
prolific basins of the GOM deep water, Gulf Coast deep gas and the
Marcellus and Utica shales in Appalachia. As of Dec. 31, 2015,
the Company's estimated proved oil and natural gas reserves were
approximately 57 MMBoe or 342 Bcfe. During 2015, approximately 95
MMBoe or 570 Bcfe of the Company's estimated proved reserves were
revised downward as a result of lower oil, natural gas and natural
gas liquids prices.
Stone Energy reported a net loss of $1.1 billion in 2015 following
a net loss of $189.54 million in 2014. As of March 31, 2016, Stone
Energy had $1.64 billion in total assets, $1.87 billion in total
liabilities and a total stockholders' deficit of $225 million.
* * *
In March 2016, Standard & Poor's lowered its corporate credit
rating on U.S.-based oil and gas exploration and production company
Stone Energy to 'CCC-' from 'CCC+'.
As reported by the TCR on May 23, 2016, Moody's Investors Service
downgraded Stone Energy Corporation's Corporate Family Rating (CFR)
to Ca from Caa2, Probability of Default Rating (PDR) to Ca-PD from
Caa2-PD, and senior unsecured rating to Ca from Caa3. The SGL-4
Speculative Grade Liquidity (SGL) rating was affirmed. The rating
outlook remains negative.
SUNEDISON INC: Redid Boards at "Friday Night Massacre," Suits Say
-----------------------------------------------------------------
Tiffany Kary and Brian Eckhouse, writing for Bloomberg News,
reported that as SunEdison Inc. navigates through bankruptcy, an
11-day period in November continues to haunt the world's largest
renewable-energy company.
According to the report, citing lawsuits filed against SunEdison
prior to its bankruptcy, over that period, the company
misrepresented its financial health, withheld details about an
imminent margin-loan deadline and ousted several independent
directors at the two publicly traded yieldcos it founded and
controls, as it sought funds to make the looming payment.
The report related that SunEdison won court approval for a $1.3
billion operating loan that will also fund a creditor probe into
its financial activities, and the findings will shape the outcome
of the bankruptcy. Creditors, however, say the company shouldn't
be in charge of managing its own cash, a question scheduled to be
addressed at a June 21 hearing, the report further related.
The reason is SunEdison's "large, opaque capital structure, with
complex intercompany relationships and cash flows, poor accounting,
poor controls and allegedly fraudulent conduct at the highest
levels," creditors said in a May filing, the report cited. A key
event came at the culmination of the 11-day period, an incident
that one of the suits called the "Friday Night Massacre," the
report added.
The report related that that period was when SunEdison
reconstituted the boards of the two yieldcos it had formed to buy
its power plants, TerraForm Global Inc. and TerraForm Power Inc.,
and the new boards then remade their conflicts committees --
independent directors tasked with evaluating transactions with the
parent company. SunEdison's then-Chief Financial Officer Brian
Wuebbels, also named in the lawsuits, became chief executive
officer of both TerraForm yieldcos, the report pointed out.
About SunEdison, Inc.
SunEdison, Inc., is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors
and Prime Clerk LLC as claims and noticing agent. The Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and
KPMG LLP as their auditor and tax consultant.
An official committee of unsecured creditors has been appointed in
the case. The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.
TALL CITY: Wants Access to Wells Fargo's Cash Collateral
--------------------------------------------------------
Tall City Well Service, LP, asks the U.S. Bankruptcy Court in
Midland, Tex., for permission to access cash collateral securing
repayment of prepetition obligations to Wells Fargo Bank and Wells
Fargo Equipment Finance.
The Debtor has offered Wells Fargo replacement liens, but Wells
Fargo hasn't given its consent. Wells Fargo is represented by:
J. Frasher Murphy, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, TX 75219-7672
Tall City Well Service, LP, filed a chapter 11 petition (Bankr.
W.D. Tex. Case No. 16-70079) on May 17, 2016, and is represented by
Jesse Blanco Jr, Esq., in San Antonio, Tex. This chapter 11
proceeding is related to (but not jointly administered with) In re
J G Solis, Inc., (Bankr. W.D. Tex. Case No. 16-70080) also filed on
May 17, 2016.
TEMI HOLDINGS: Case Transferred to South Carolina Court
-------------------------------------------------------
Judge J. Craig Whitley of the United States Bankruptcy Court for
the Western District of North Carolina, Charlotte Division, ordered
the transfer of the bankruptcy case of Temi Holdings LLC, to the
District of South Carolina.
This matter is before the Court after appeal and remand from Chief
United States District Court Judge Frank D. Whitney for further
clarification of this Court's order transferring the case to the
District of South Carolina.
The remand order instructs this court to elaborate on the reasons
supporting the decision to change venue. However, there have been
subsequent developments in the case of which the District Court may
not be aware which bear upon this appeal and potentially the
District Court's disposition of the same.
A full-text copy of the Order dated June 2, 2016 is available at
https://is.gd/zofFPF from Leagle.com.
The bankruptcy case is IN RE: TEMI HOLDINGS LLC Chapter 11, Debtor,
Case No. 15-31795 (W.D.N.C.).
Temi Holdings LLC, Debtor, is represented by James H. Henderson,
Esq. -- JAMES H. HENDERSON, P.C.
TIAT CORPORATION: Obtains Access to Lenders' Cash Collateral
------------------------------------------------------------
TIAT Corporation sought and obtained authority from the Honorable
Robert E. Nugent to use cash collateral pledged to its secured
lender to fund on-going business operations. The secured creditor
is U.S. Bank, National Association, as Trustee for the Registered
Holders of Citigroup Commercial Mortgage Trust 2006 C-5, Commercial
Mortgage Pass-Through Certificates, Series 2006-C5, acting by and
through LNR Partners, LLC, its special servicer. Judge Nugent's
order ratifies a consensual deal among the Debtor and U.S. Bank,
which is represented by:
Robert A. Hammeke, Esq.
Dentons US, LLP
4520 Main Street, Suite 1100
Kansas City, MO 64111
Telephone: (816) 460-2400
E-mail: robert.hammeke@dentons.com
TIAT Corporation dba The Inn at Tallgrass --
http://www.theinnattallgrass.com/-- is located in Wichita, Kan.
The hotel owner filed a chapter 11 petition (Bank. D. Kan. Case No.
16-10764) on Apr. 29, 2016, and is represented by Mark J Lazzo,
Esq., in Wichita. At the time of the filing, the Debtor disclosed
$2.25 million in assets and debts totalling $6.46 million.
TITAN TEAM: Agrees with Synovus Bank to Consensual Wind-Down
------------------------------------------------------------
The Honorable Barbara Ellis-Monro placed her stamp of approval on a
Consent Order providing for the wind-down of Titan Team Management,
LLC, and limiting the Debtor's use of cash collateral pledged to
relay obligations to Synovus Bank.
The Debtor's CEO, Dalford Lynn England, and the Debtor's CFO,
William C. Davis, will handle the wind-down and Synovus agrees to
pay each gentleman two $2,000 payments for their services, and
Synovus has said okay to paying $10,000 to the Debtor's law firm,
Synovus Bank can be reached at:
Mr. Terry Lawson
Synovus Bank
8025 Westside Parkway
Alpharetta, GA 30009
and is represented by:
Paul M. Alexander, Esq.
William A. DuPre, IV, Esq.
MILLER & MARTIN PLLC
1180 West Peachtree Street NW, Suite 2100
Atlanta, Georgia 30309
E-mail: bill.dupre@millermartin.com
paul.alexander@millermartin.com
Titan Team Management, LLC, filed a voluntary chapter 11 petition
(Bankr. N.D. Ga. Case No. 16-50379) on Jan. 5, 2016, and is
represented by Howard D. Rothbloom, Esq., in Marietta, Ga. At the
time of the filing the Debtor estimated its assets and liabilities
ranged from $1 million to $10 million.
TRIANGLE PETROLEUM: Incurs $94.1 Million Net Loss in Q1
-------------------------------------------------------
Triangle Petroleum Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $94.1 million on $44.4 million of total revenues for
the three months ended April 30, 2016, compared to a net loss of
$180 million on $118 million of total revenues for the three months
ended April 30, 2015.
As of April 30, 2016, Triangle Petroleum had $741 million in total
assets, $1.09 billion in total liabilities and a total
stockholders' deficit of $357 million.
As of April 30, 2016, the Company had approximately $990 million of
debt outstanding, consisting of $348 million for the TUSA credit
facility, $112 million for the RockPile credit facility, $373
million for the TUSA 6.75% Notes, $145 million for the Convertible
Note, and $13.4 million for other notes and mortgages.
As of April 30, 2016, the Company had cash of $198 million
consisting primarily of cash held in bank accounts, as compared to
$116 million at Jan. 31, 2016. At April 30, 2016, the Company had
no available borrowing capacity under the TUSA credit facility or
the RockPile credit facility.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/SMbjW8
About Triangle Petroleum
Triangle Petroleum Corporation is a Denver-based oil and natural
gas exploration and production company. Triangle Petroleum
conducts its E&P, oilfield and midstream activities in the
Williston Basin of North Dakota and Montana.
Triangle Petroleum reported a net loss of $822 million on $358
million of total revenues for the year ended Jan. 31, 2016,
compared to net income of $93.4 million on $573 million of total
revenues for the year ended Jan. 31, 2015.
KPMG LLP, in Denver, Colorado, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Jan. 31, 2016, citing that the Company does not
have sufficient liquidity to meet this obligation, if called by the
lenders. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
UCI INT'L: U.S. Trustee Forms 7-Member Committee
------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on June 10 appointed
seven creditors of UCI International, LLC, and its affiliates to
serve on the official committee of unsecured creditors.
The committee members are:
(1) Pension Benefit Guaranty Corporation
Attn: Cassandra Guichard
1200 K. St. NW
Washington, DC 20005
Phone: 202-326-4070, ext 3965
Fax: 202-842-2643
(2) Wilmington Trust National Association
Attn: Rita Ritrovato
Rodney Square North
1100 N. Market Street
Wilmington, DE, Phone: 302-636-5137
Fax: 302-636-4140
(3) Randal Metals Corp.
Attn: Christopher Leffingwell
2483 Greenleaf Avenue
Elk Grove Village, IL 60007
Phone: 224-265-6523
Fax: 224-265-6479
(4) Jasper Rubber Products, Inc.
Attn: Kyle Kuczynski
1010 First Avenue
Jasper, IN 47546
Phone: 812-482-0802
Fax: 812-481-2702
(5) AL Solutions, Inc.
Attn: Robert Kramer
133 Williams Drive
Ramsey, NJ 07446
Phone: 201-825-4235
Fax: 201-825-4236
(6) VII Peaks Capital, LLC
Attn: Gurpreet Chandhoke
4 Orinda Way, Suite 125A
Orinda, CA 94563
Phone: 415-983-0129
Fax: 925-521-6277
(7) J. P. Morgan Investment Management Inc.
Attn: Greg Seketa
1 East Ohio Street, 14th Floor
Indianapolis, IN 46204
Phone: 317-236-5440
Fax: 317-236-5658
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About UCI International
UCI International, LLC, headquartered in Lake Forest, Ill.,
designs, manufactures, and distributes vehicle replacement parts,
including a broad range of filtration, fuel delivery systems, and
cooling systems products in the automotive, trucking, marine,
mining, construction, agricultural, and industrial vehicles
markets.
UCI and its affiliates sought chapter 11 protection (Bankr. D. Del.
Case No. 16-11355) on June 1, 2016. The Debtors are represented by
lawyers at Sidley Austin LLP. Alvarez & Marsal provides the
company with financial advice and Moelis & Company LLC is the
Debtors' investment banker. Garden City Group serves as the
Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee
for a $400-million issue of 8.625% Senior Notes Due 2019.
UNI-PIXEL INC: Six Directors Elected to Board
---------------------------------------------
Uni-Pixel, Inc., held its annual meeting of stockholders on June 8,
2016, at which the stockholders:
(1) elected Jeff A. Hawthorne, James E. Doran, Sam I. Young,
Ross A. Young, Anthony J. LeVecchio and Malcolm J. Thompson
as directors to serve until the 2017 annual meeting and
until their successors are duly elected and qualified;
(2) approved, on an advisory basis, the 2015 compensation of
the Company's named executive officers;
(3) ratified the appointment of PMB Helin Donovan as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2016; and
(4) approved an amendment to the Uni-Pixel, Inc. 2011 Stock
Incentive Plan.
On June 8, 2016, at the Board Meeting, the Board of Directors
approved the membership of the Audit and Compensation Committees of
the Board of Directors. The directors approved Anthony J.
LeVecchio to serve as chairman of the Audit Committee and Ross A.
Young and Malcolm J. Thompson to serve as members of the Audit
Committee. The directors also approved Ross A. Young to serve as
chairman to the Compensation Committee and James E. Doran and
Malcolm J. Thompson to serve as members of the Compensation
Committee. All members of the Audit and Compensation Committees of
the Board of Directors will serve until their successors are duly
elected and qualified.
Also at the meeting, the Board approved the issuance of restricted
stock units under the Company's 2011 Stock Incentive Plan to
officers, employees and directors of the Company for services to be
provided over the next 3 years, with such restricted stock units to
vest in twelve quarterly installments beginning on Aug. 1, 2016,
and ending on May 1, 2019, and for the Company to withhold shares
of the stock subject to the restricted stock units at the time of
vesting for the purpose of satisfying any tax withholding
obligations which arise in connection with such vesting. The
awards include grants to the following executives in the following
amounts:
* Jeff A. Hawthorne - 200,000 restricted stock units
* Christine Russell - 210,000 restricted stock units
The Company has adopted a form of Restricted Stock Unit Notice of
Grant and Agreement it will use for the grants of restricted stock
units which were approved at the Board Meeting.
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.
UNITED CONTINENTAL: Fitch Retains BB Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings assigns the following expected ratings to United
Airlines' (UAL; rated 'BB-'; Outlook Positive) proposed Pass
Through Trusts Series 2016-1:
-- $728,726,000 class AA certificates due in July 2028 'AA(EXP)';
-- $324,090,000 class A certificates due in July 2028 'A(EXP)'.
The ratings on both classes of certificates are primarily driven by
a top-down analysis incorporating a series of stress tests which
simulate the rejection and repossession of the aircraft in a severe
aviation downturn. The 'AA' level rating is supported by a high
level of overcollateralization and high quality collateral which
support Fitch's expectations that senior tranche holders should
receive full principal recovery prior to default even in a severe
stress scenario. Likewise, the 'A' rating on the subordinated
certificates is supported by a sufficient amount of
overcollateralization for the tranche to pass Fitch's 'A' level
stress scenario. The ratings are also supported by the inclusion of
18 month liquidity facilities,
cross-collateralization/cross-default features and the legal
protection afforded by Section 1110 of the U.S. bankruptcy code.
The structural features increase the likelihood that the
certificates could avoid default even if United were to file
bankruptcy and subsequently reject the aircraft.
The initial AA-tranche loan to value (LTV), as cited in the
prospectus, is 38.8%, and Fitch's maximum stress case LTV (the
primary driver for the AA-tranche rating) through the life of the
transaction is 80.3%. This level of overcollateralization provides
a significant amount of protection for the senior tranche holders.
Fitch said, "The initial A-tranche LTV, as cited in the prospectus,
is 56%, and Fitch's maximum stress case LTV through the life of the
transaction is 86.7%, using our 'A' category stress scenario."
Transaction Overview
UAL plans to raise $1,052,816,000 in an EETC transaction to fund 18
new aircraft that are expected to be delivered between January 2016
and March 2017.
The AA-tranche will be sized at $728,726,000 with a 12 year tenor
and a weighted average life of nine years.
The subordinate A-tranche will be sized at $324,090,000 and will
also feature a 12 year tenor and a weighted average life of nine
years.
Collateral Pool: Fitch said, "The transaction will be secured by a
perfected first priority security interest in 18 new delivery
aircraft including seven Boeing 777-300ERs, two 787-9s, five
737-900ERs and four 737-800s. Fitch considers all four aircraft
types to be tier 1 collateral, though we view the 777-300ER and
737-900ER as weaker tier 1 assets. All four types are considered
strategically important to UAL's fleet."
Liquidity Facility: The class AA and class A certificates benefit
from dedicated 18-month liquidity facilities which will be provided
by Commonwealth Bank of Australia acting through its New York
branch (rated 'AA-'/'F1+' with a Stable Outlook).
Cross-default & Cross-collateralization Provisions: Each note will
be fully cross-collateralized and all indentures will be fully
cross-defaulted from day one, which Fitch believes will limit UAL's
ability to 'cherry-pick' aircraft in a potential restructuring.
Pre-funded Deal: Proceeds from the transaction will be used to
pre-fund deliveries expected to be completed by March of 2017.
Accordingly, proceeds will initially be held in escrow by Natixis
('A/F1'/Outlook Stable), the designated depositary, until the
aircraft are delivered, or until the aircraft that have already
been delivered are funded.
Fitch notes that this transaction features a 35 day replacement
window in the event that the liquidity facility provider or
depositary should become ineligible. This is inconsistent with
Fitch's counterparty criteria which generally stipulates a maximum
30 day replacement period. However, Fitch does not consider the
longer replacement window to be material to the ratings given that
the additional time period is not significant. The transaction also
features a downgrade threshold of 'BBB+' for the 'AA' tranche
liquidity facility provider, whereas Fitch's counterparty criteria
generally stipulates a minimum threshold of 'A-'. This is discussed
in more detail below.
KEY RATING DRIVERS
Stress Case: The ratings for both classes of certificates are
primarily based on collateral coverage in a stress scenario. The
analyses utilize a top-down approach assuming a rejection of the
entire pool in a severe global aviation downturn. The scenarios
incorporate a full draw on the liquidity facility, and an assumed
repossession/remarketing cost of 5% of the total portfolio value.
Fitch then applies significant haircuts to the collateral value.
The 787-9s and the 737-800s in this pool receive a 40% haircut in
Fitch's 'AA' stress scenario and a 20% haircut in the 'A' stress
scenario, representing the low end of Fitch's stress ranges
reflecting the firm's view of these models as top quality aircraft.
The 737-900ERs receive a more severe haircut of 45% in the 'AA'
scenario and 25% in the 'A' scenario, which incorporates the
737-900ER's limited user base, which could translate into a more
difficult remarketing process if the aircraft had to be repossessed
and sold. The 777-300ER received a 45% haircut in the 'AA' scenario
and a 30% haircut in the 'A' scenario.
These assumptions produce a maximum stress LTV of 80.3% for the
class AA certificates using Fitch's 'AA' category scenario and a
maximum LTV of 86.7% for the class A certificates using a 'A' level
stress scenario. These outcomes support a high likelihood that both
classes of certificates should receive full recovery with a
significant amount of headroom, even in a harsh downside scenario.
The highest stress LTVs are experienced early in the life of the
transaction and are expected to decline gradually as the deal
amortizes.
High Collateral Quality: The quality of the collateral pool
underlying the transaction is considered solid.
777-300ER (62% of collateral pool value per Fitch's valuations):
Fitch considers the 777-300ER to be a high quality tier 1 aircraft,
but it is arguably weaker than other tier 1's such as the 737-800
or 787-9. The 777-300ER is the best-selling aircraft of its size
with a diverse base of global operators, solid backlog and limited
competition. With an average age of five years, the 777-300ER fleet
is still a relatively young aircraft, though Boeing is preparing to
launch its replacement, the 777x in the early 2020 timeframe.
Fitch said, “asset values for 777s have come under some scrutiny
over the past year or so as some older 777-200s have been sold for
well below what market observers would have expected. However, we
note that value pressures have primarily centered on older vintage
777s with Rolls Royce engines, while the demand for newer models
has remained intact. According to the Ascend database there are
currently only two 777-300ERs listed as parked meaning that there
is essentially no immediate availability for this aircraft type.”
Fitch noted that there is some concern over the high number of
777-300ERs scheduled to come off of their existing leases in coming
years. Ascend lists 58 777-300ERs with lease expiries between now
and 2023, 32 of which are coming from one user, Emirates. It is
unclear whether a material number of lease expiries will pressure
asset values down the road. Boeing also faces a production gap
between the end of its production run for the current 777 and the
beginning of production of the 777x. Boeing still needs to sell a
significant number of the current generation 777s to fill the gap,
a situation that could lead to discounting that would pressure
existing asset values. As such, Boeing recently cut its production
rate on the 777 from 8.3/month to 7/month. Fitch's concerns around
the aircraft are mitigated by the significant amount of
overcollateralization included in this transaction. Fitch estimates
that the senior tranche should continue to pass its 'AA' level
stress test even if depreciation rates materially outpace our
initial expectations.
787-9 (14%): Fitch considers the 787 Dreamliner to be a
high-quality tier one aircraft. Despite technical issues early in
the life of the smaller 787-8, backlogs for the aircraft family
remain strong and delivery slots are scarce, which would support
strong re-sale values if any of these planes were to come on to the
market. For that reason, Fitch applies the low end of its tier 1
stress range to the 787-9. The -9 variant has built up a sizeable
order book of 457 aircraft as of May of 2016 and another 276 on
option or letter of intent. Carrying 250 passengers in a standard
arrangement, the 787-9 acts as a bridge in Boeing's product line
between the 787-8 (typical capacity of 224 passengers), and the
777-200ER (300 passengers). In addition, the 787-9 is capable of a
similar range as the 777-200ER, but at an improved fuel burn rate.
737-900ER (13%): Fitch views the 900ER as a low tier 1/high tier 2
aircraft due to its attractive operating economics which make it an
ideal replacement for older narrow bodies. However, the aircraft
has a somewhat limited user base concentrated among a few large
carriers. Lion Air and United operate nearly 50% of the fleet while
the top four users (Lion, United, Delta and Alaska) operate some
75% of the 900ERs in service. The limited user base may make resale
more difficult if the aircraft were to have to be repossessed or
re-leased.
737-800 (10%): Fitch views the 737-800s as one of the most popular
narrowbody aircraft currently in operation, and classifies it as
top quality tier 1 aircraft due to its market depth and
desirability among approximately 185 global operators. The 737-800
is one of the world's most widely used aircraft and most attractive
narrowbodies to finance.
The 737-800 is by far the most popular variant in the 737 family,
with more than 4,000 planes currently in service. Boeing's current
backlog for the model stands at 1,048 planes (plus another 219 on
option), not including the popular new MAX version. The popularity
and wide user base of this aircraft are well above nearly any other
model aside from the A320 making it one of the highest grades of
collateral available to back a EETC. A potential weakness for the
737-800 is the upcoming entrance of the 737 Max, the first of which
is scheduled to enter service as early as 2017.
Affirmation Factor: Fitch considers the Affirmation Factor (i.e.
the likelihood that UAL would affirm these aircraft in the event of
a bankruptcy) for the aircraft in this portfolio to be high as all
of the aircraft are considered strategically important for UAL. The
777-300ERs, which make up the largest portion of the collateral,
are key to UAL's widebody fleet. UAL placed the order for these
777s in 2015, with the goal of retiring its existing 747 fleet,
achieving a lower unit cost, and acquiring a smaller wide-body that
is better sized for certain long-haul routes. United currently
operates 24 747s, and as those aircraft leave the fleet, the
777-300ER will represent UAL's premier large widebody aircraft.
Importantly, United will only operate a fleet of 14 777-300ERs in
total, seven of which are included in this transaction. Along with
the 787-9s, the UAL 2016-1 collateral pool will be around 5% of
UAL's widebody fleet, making it unlikely that the company would
reject these aircraft in the event of a bankruptcy.
The 787s are a game-changing addition to the fleet, allowing UAL to
serve city pairs that were not previously accessible with older
767s. In addition, the 787 features significantly lower costs,
including 20% lower fuel consumption, and 30% lower airframe
maintenance costs, compared to similarly sized aircraft. This
particular collateral pool will include two of UAL's 787-9s out of
a total of 23 have either already been delivered or are on order.
The 737-900ER comprises 18% of UAL's mainline fleet, making this
one of the key aircraft in its lineup. The new deliveries will
largely be used to replace older 757-200's as they are taken out of
the fleet. The range of the 900ER makes it an ideal plane for
longer distance domestic routes, while incorporating significantly
lower trip costs than the less fuel efficient 757-200. United still
operates 77 757s between the -200 and -300 model, which are much
more likely to be rejected in a bankruptcy scenario compared to the
-900ERs in this portfolio.
The 737-800 is also one of United's workhorse aircraft. The company
operates 130 of them, with 737-800s serving each of United's hubs.
UAL is one of the largest operators of the aircraft today, ranking
just behind the likes of Southwest and American Airlines, which
illustrates the importance of the 737 to United's fleet. While the
four 737-800s to be included in this fleet will not represent a
sizeable portion of its total fleet, they will represent its
newest. Roughly 100 of United's 737-800s are more than 10 years
old.
The fact that this transaction consists entirely of brand new
deliveries and has a low total expected cost of funding also makes
it unlikely that the aircraft would be rejected in a distress
situation.
KEY ASSUMPTIONS
Ratings for this transaction are driven by a harsh downside
scenario in which United declares bankruptcy, chooses to reject the
collateral aircraft, and where the aircraft are remarketed in the
midst of a severe slump in aircraft values. Specific assumptions
regarding value stress rates etc. are covered elsewhere in this
press release.
RATING SENSITIVITIES
Both the AA and A tranche ratings are primarily based on a top-down
analysis based on the value of the collateral. Therefore, a
negative rating action could be driven by an unexpected decline in
collateral values. Potential risks for the 777-300ER include
potential impacts from the entry of the 777x, which is scheduled to
enter into service in 2020, and from the potential for discounting
as Boeing looks to fill its production gap. Current generation 737s
(both the 800 and 900ER) could be impacted by the entry of the MAX.
Senior tranche ratings could also be affected by a perceived change
in the affirmation factor or deterioration in the underlying
airline credit. The 'AA' tranche may also be downgraded to below
the 'AA' category if United's IDR were downgraded to 'B-' or below
as stipulated in Fitch's EETC criteria. Fitch currently rates
United at 'BB-'/Outlook Positive.
Variation from Criteria:
Fitch looks to its Counterparty Criteria for Structured Finance
dated May 14, 2014 for guidance on rating requirements for direct
counterparties including liquidity facility providers. Criteria
stipulate that in cases where the senior most tranche of rated debt
is rated in the 'AA' category, the liquidity provider should
maintain an IDR of at least 'A-'. Note that the transaction
documents that govern this EETC stipulate a downgrade threshold for
the 'AA' tranche liquidity facility provider of 'BBB+',
representing a variation from Fitch's criteria.
The variation recognizes that this aspect of the counterparty
criteria does not directly apply to EETC ratings. In particular,
Fitch's EETC criteria stipulate that in order to maintain a senior
tranche rating in the 'AA' rating category, the underlying airline
must be rated at least 'B'.
Fitch said, “however, if the liquidity facility were to be drawn
due to non-payment of interest, the airline would be rated below
the 'B' rating level. Thus, the ratings on the senior tranche would
have already been downgraded below the 'AA' category at which
point, the threshold rating of 'A-' stipulated in our counterparty
criteria is not applicable.”
Fitch has assigned the following ratings:
United Airlines 2016-1 pass through trust:
-- Series 2016-1 class AA certificates 'AA (EXP)';
-- Series 2016-1 class A certificates 'A (EXP)'.
Fitch currently rates United as follows:
United Continental Holdings, Inc.
-- IDR 'BB-';
-- Senior unsecured rating 'BB-/RR4'.
United Airlines, Inc.
-- IDR 'BB-';
-- Secured bank credit facility 'BB+/RR1'.
UNITED SUPPORT: Exclusive Plan Filing Deadline Moved to Sept. 13
----------------------------------------------------------------
The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey has extended, at the behest of United
Support Solutions, Inc., the Debtor's exclusive period to file a
plan of reorganization through Sept. 13, 2016, and the Debtor's
exclusive period to solicit acceptances for its plan through Nov.
14, 2016.
As reported by the Troubled Company Reporter on May 18, 2016, the
Debtor asked for the extensions, saying that it recently filed a
motion seeking a bar date for the filing of requests for payment of
administrative expense. The Debtor stated that once it has an
understanding as to the quantum of administrative expenses in the
case, it will be better able to determine the best method for
resolving its case. The Debtor still has contractual obligations
arising from the terms of the asset purchase agreement it entered
into with LMT Mercer Group, Inc., and it requires additional time
in order to fulfill those obligations. The Debtor is still in the
process of collecting its accounts receivables.
Headquartered in Cedar Grove, New Jersey, United Support Solutions,
Inc., was founded in 1980 as a small silk-screening business.
Initially, the Debtor operated out of a household garage. Since
then, with growth, the Debtor has expanded its services and
customer base and moved in to two state of the art leased locations
in Cedar Grove, New Jersey and Totowa, New Jersey. The Debtor is
now owned and operated by Joseph Ostering and John Ostering.
The Debtor has expertise in silk-screening and its services include
chemical conversion coating, plating and powder coating. The
Debtor is now a one-stop manufacturing facility for a wide variety
of customers in the commercial and medical industries, as well as
the military.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
N.J. Case No. 15-29633) on Oct. 19, 2015, listing $25,000 in total
assets and $4.73 million in total liabilities. The petition was
signed by Joseph Ostering, president. Judge Stacey L. Meisel
presides over the case.
Jay L. Lubetkin, Esq., and Barry J. Roy, Esq., at Rabinowitz
Lubetkin & Tully, L.L.C., serves as the Debtor's bankruptcy
counsel.
VALEANT PHARMACEUTICALS: Pershing Square Reports 9% Stake
---------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Pershing Square Capital Management, L.P., PS Management
GP, LLC and William A. Ackman disclosed that as of
June 9, 2016, they beneficially own 30,711,122 shares of common
stock of Valeant Pharmaceuticals representing 9 percent of the
shares outstanding.
The Reporting Persons, for the accounts of the Pershing Square
Funds, (i) unwound over-the-counter European-style put options
referencing a total of 9,120,000 shares of Common Stock and
over-the-counter American-style call options referencing a total of
9,120,000 shares of Common Stock, (ii) acquired listed
American-style call options referencing a total of 9,120,000 shares
of Common Stock, and (iii) wrote over-the-counter European-style
put options referencing a total of 9,120,000 shares of Common
Stock, for aggregate net consideration of $24,454,404.
A full-text copy of the regulatory filing is available at:
https://is.gd/M38QwE
About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) --
http://www.valeant.com/-- is a multinational specialty
pharmaceutical company that develops, manufactures and markets a
broad range of pharmaceutical products primarily in the areas of
dermatology, gastrointestinal disorder, eye health, neurology and
branded generics.
Valeant reported a net loss attributable to the Company of $291.7
million on $10.44 billion of revenues for the year ended Dec. 31,
2015, compared to net income attributable to the Company of $880.7
million on $8.20 billion of revenues for the year ended Dec. 31,
2014.
As of March 31, 2016, Valeant had $49.01 billion in total assets,
$43.24 billion in total liabilities and $5.77 billion in total
equity.
* * *
Valeant carries a 'B2' Corporate Family Rating from Moody's
Investors Service.
As reported by the TCR on April 19, 2016, Standard & Poor's
Ratings Services said that it has lowered its corporate credit
ratings on Valeant Pharmaceuticals International Inc. to 'B' from
'B+' and placed both the corporate credit rating and the
issue-level ratings on CreditWatch with developing implications.
VERSO CORP: Exclusive Plan Filing Period Extended to Aug. 5
-----------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has extended, at the behest of Verso Corporation, et
al., the Debtors' exclusive right to file a Chapter 11 plan through
and including Aug. 5, 2016, and solicit votes through and including
Oct. 4, 2016.
As reported by the Troubled Company Reporter on May 25, 2016, the
Debtors told the Court that they hope the extensions requested will
ultimately be unnecessary. The Debtors believe that their Third
Amended Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code should be, and will be, confirmed at the
confirmation hearing scheduled for June 23, 2016. Nevertheless,
the Debtors file this motion out of an abundance of caution to
ensure that, in the event that the Plan is not confirmed, the
Debtors retain control of their reorganization.
About Verso Corporation
Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications. It employs approximately 5,200
personnel.
Verso Corporation and 26 of its affiliates, including NewPage
Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016. The
petitions were signed by David Paterson, the president and CEO.
The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.
The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,
Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing
agent.
The U.S. Trustee for Region 3 has appointed seven creditors of
Verso Corp. and its affiliates to serve on the official committee
of unsecured creditors.
VERTELLUS SPECIALTIES: U.S. Trustee Forms 5-Member Committee
------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on June 9 appointed
five creditors of Vertellus Specialties Inc. and its affiliates to
serve on the official committee of unsecured creditors.
The committee members are:
(1) Pension Benefit Guaranty Corporation
Attn: Mark Shelton
1200 K. St.
NW, Washington, DC 20005
Phone: 202-326-4020, ext 3965
Fax: 202-380-2074
(2) Hexion, Inc.
Attn: Pete Rosato, Esq.
180 E. Broad Street
Columbus, OH
Phone: 614-225-4791
Fax: 614-225-2108
(3) Tanner Industries
Attn: Eric Hindawi
735 Davisville Rd. 3rd Floor
Southampton, PA 18966
Phone: 215-322-1238
Fax: 215-526-0360
(4) SSI Services, LLC
Attn: Steve Barnes
308 S. State Avenue
Indianapolis, IN 46201
Phone: 317-269-2120
Fax: 317-269-3608
(5) Citizen Energy Group
Attn: Alejandro Valle, Esq.
2020 N. Meridian Street
Indianapolis, IN 46202
Phone: 317-927-4317
Fax: 317-927-4317
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Vertellus
Vertellus -- http://www.VSRestructuring.com/-- is a global
specialty chemicals company focused on the manufacture of
ingredients used in pharmaceuticals, personal care, nutrition,
agriculture, and a host of other market areas affected by trends
favoring "green" technologies and chemistries.
Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc.
(Bankr. D. Del. Case No. 16-11290) and affiliates Vertellus
Specialties Holdings Corp. (Bankr. D. Del. Case No. 16-11289),
Vertellus Agriculture and Nutrition Specialties LL (Bankr. D. Del.
Case No. 16-11291), Tibbs Avenue Company (Bankr. D. Del. Case No.
16-11292), Vertellus Specialties PA LLC (Bankr. D. Del. Case No.
16-11293), Vertellus Health & Specialty Products LLC (Bankr. D.
Del. Case No. 16-11294), Vertellus Specialties MI LLC (Bankr. D.
Del. Case No. 16-11295), Vertellus Performance Materials Inc.
(Bankr. D. Del. Case No. 16-11296), Rutherford Chemicals LLC
(Bankr. D. Del. Case No. 16-11297), Solar Aluminum Technology
Services (Bankr. D. Del. Case No. 16-11298), and MRM Toluic
Company, Inc. (Bankr. D. Del. Case No. 16-11299) filed separate
Chapter 11 bankruptcy petitions on May 31, 2016.
Judge Christopher S. Sontchi presides over the case.
Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A.
Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq.,
at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel.
Jefferies LLC is the Debtors' investment banker. Andrew Hinkelman
at FTI Consulting, Inc., is the Debtors' chief restructuring
officer. Kurtzman Carson Consultants is the Debtors' claims and
noticing agent.
The Debtors estimated their assets at between $100 million and
$500 million and debts at between $500 million and $1 billion.
The petitions were signed by Anne Frye, vice president, secretary
and general counsel.
VIKING CONSTRUCTORS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Viking Constructors, LLC.
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.
VISTA ENVIRONMENTAL: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Vista Environmental, Inc.
Vista Environmental, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 16-32366) on May 10,
2016. The Debtor is represented by Paula S. Beran, Esq., at
Tavenner & Beran, PLC.
VISUALANT INC: Must Pay $507,697 to Capital Source by December 12
-----------------------------------------------------------------
Visualant, Incorporated, finances its TransTech operations from
operations and a Secured Credit Facility with Capital Source
Business Finance Group. On Dec. 9, 2008, TransTech entered into a
$1,000,000 secured credit facility with Capital Source to fund its
operations. On June 9, 2016, the secured credit facility was
renewed for an additional six months, with a floor for prime
interest of 4.5% (currently 4.5%) plus 2.5%. The eligible
borrowing is based on 80% of eligible trade accounts receivable,
not to exceed $1,000,000. The secured credit facility is
collateralized by the assets of TransTech, with a guarantee by
Visualant, including a security interest in all assets of
Visualant. Availability under this Secured Credit ranges from $0
to $175,000 ($49,045 as of March 31, 2016) on a daily basis. The
remaining balance on the accounts receivable line of $507,697 as of
March 31, 2016, must be repaid by the time the secured credit
facility expires on Dec. 12, 2016, or the Company renew by
automatic extension for the next successive six-month term.
About Visualant Inc.
Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998. The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.
Visualant reported a net loss of $2.63 million on $6.29 million of
revenue for the year ended Sept. 30, 2015, compared to a net loss
of $1.01 million on $7.98 million of revenue for the year ended
Sept. 30, 2014.
As of Dec. 31, 2015, the Company had $2.43 million in total assets,
$9.69 million in total liabilities, all current, and a total
stockholders' deficit of $7.25 million.
PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, citing that Company has sustained a
net loss from operations and has an accumulated deficit since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
WAYNE CHARTER: S&P Affirms 'BB+' Rating
---------------------------------------
S&P Global Ratings revised the outlook on Wayne Charter County,
Mich.'s existing limited-tax general obligation (GO) debt to
positive from negative and assigned its 'SP-1' rating to the
county's limited-tax GO delinquent tax notes series 2016. At the
same time, S&P affirmed its 'BB+' underlying rating on the county.
"The outlook revision to positive is based on significant cost
savings and long-term liabilities reductions, which have been
approved and are already being implemented," said S&P Global
Ratings analyst John Sauter. It also reflects S&P's improved view
of management as it moves away from a state of gridlock and
inability to execute reform. S&P feels that the approved
adjustments are helping the county return to structural balance,
and that they will likely lead to it maintaining that balance and
with positive operating reserves. If the county remains on course
with its recovery plan and executes the structural changes, thereby
fully returning to and maintaining structural balance, S&P may
consider raising the rating.
All 2015 real property taxes due to the county and to its
underlying taxing units, outstanding as of March 1, 2016, will
secure the series 2016 notes. Interest charges and administration
fees on delinquent taxes are also pledged to the notes, as is the
county's limited-tax GO pledge. The analysis factors in all of
these revenue pledges. The notes have five semiannual debt service
payment dates, with a final maturity of Dec. 1, 2018.
The county intends to use note proceeds to purchase delinquent levy
year 2015 taxes from its underlying taxing units. Total
delinquencies, which will secure the notes, amount to
$205.1 million. The notes can be issued as fixed or variable rate,
and the structure considered in this rating is fixed rate. Should
the notes be sold as variable rate, S&P understands there would be
no put feature, and S&P expects coverage would be similar to
coverage on the fixed-rate notes. The note reserve will be funded
at closing from cash at hand, and remain with the trustee.
"The positive outlook reflects our opinion that the county has
approved significant, achievable savings and restructuring
measures, which have put it on the path toward establishing
structural balance," added Mr. Sauter. It also reflects S&P's view
of the other postemployment benefit (OPEB) and pension overhaul,
which has dramatically decreased the OPEB liability as well as the
annual funding requirements for OPEBs and pension. This should
provide relief against what otherwise would have been rapidly
increasing fixed costs.
"In our view, if the county stays on track and fully executes the
recovery plan, and thereby proves a return to -- and then
maintenance of -- structural balance over time, we may consider
raising the rating," said Mr. Sauter. S&P considers there to be a
one-in-three chance of this happening within the next two years. On
the other hand, if management conditions weaken and the recovery
plan is not executed as expected, or there is another delay in
returning to structural balance, S&P could revise the outlook back
to stable or potentially even take negative rating action. The
ongoing issues with the county jail project also have potential to
cause rating pressure if not cured.
WEST CORP: Plans to Sell $400 Million Senior Secured Notes
----------------------------------------------------------
West Corporation intends to offer $400 million aggregate principal
amount of senior secured notes due 2021. Net proceeds of the Notes
will be utilized to repay term loans, currently set to mature June
2018 or later.
The Notes will be offered in a private offering exempt from the
registration requirements of the Securities Act of 1933, as
amended. The Notes will be offered only to qualified institutional
buyers pursuant to Rule 144A and to certain persons outside of the
United States pursuant to Regulation S, each under the Securities
Act.
The Notes have not been and will not be registered under the
Securities Act or any applicable state securities laws, and, unless
so registered, may not be offered or sold in the United States
absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws.
About West Corporation
Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions. West helps
manage or support essential enterprise communications with services
that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.
West Corporation reported net income of $242 million on $2.28
billion of revenue for the year ended Dec. 31, 2015, compared to
net income of $158 million on $2.21 billion of revenue for the year
ended Dec. 31, 2014.
As of March 31, 2016, West Corp had $3.52 billion in total assets,
$4.05 billion in total liabilities and a total stockholders'
deficit of $536 million.
* * *
As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'. The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.
In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'. "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.
WEST CORP: Prices $400 Million 4.75% Sr. Secured Notes due 2021
---------------------------------------------------------------
West Corporation announced the pricing of $400 million in aggregate
principal amount of 4.75% senior secured notes due 2021 in a
private placement to eligible purchasers. The Notes mature on July
15, 2021, and will be issued at par.
Net proceeds of the Notes will be utilized to repay term loans,
currently set to mature June 2018 or later. The offering of the
Notes is expected to close on June 17, 2016, subject to customary
conditions.
The Notes will be offered in a private offering exempt from the
registration requirements of the Securities Act of 1933, as
amended. The Notes will be offered only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
and to certain persons outside of the United States pursuant to
Regulation S, each under the Securities Act.
The Notes have not been and will not be registered under the
Securities Act or any applicable state securities laws, and, unless
so registered, may not be offered or sold in the United States
absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws.
About West Corporation
Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions. West helps
manage or support essential enterprise communications with services
that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.
West Corporation reported net income of $242 million on $2.28
billion of revenue for the year ended Dec. 31, 2015, compared to
net income of $158 million on $2.21 billion of revenue for the year
ended Dec. 31, 2014.
As of March 31, 2016, West Corp had $3.52 billion in total assets,
$4.05 billion in total liabilities and a total stockholders'
deficit of $536 million.
* * *
As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'. The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.
In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'. "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.
WEST CORP: S&P Assigns 'BB' Rating on Proposed $400MM Sr. Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '2'
recovery rating to Omaha, Neb.-based West Corp.'s proposed $400
million senior secured notes due 2021. The '2' recovery rating
indicates S&P's expectation for substantial recovery (70%-90%;
upper half of the range) of principal in the event of a payment
default.
S&P is also assigning its 'BB' issue-level and '2' recovery ratings
to the company's $225 million senior secured term loan B-14 due
2021. The '2' recovery rating indicates S&P's expectation for
substantial recovery (70%-90%; upper half of the range) of
principal in the event of a payment default.
The company has revised the proposed term loan refinancing it
announced on May 26, 2016. It now plans to downsize the $750
million term loan A-2 due 2021 to the $650 million to
$700 million range, issue a $225 million term loan B-14 due 2021,
and upsize its $470 million term loan B-12 due 2023 to $870
million. The company still plans to extend the $300 million
revolving credit facility's maturity to 2021 from 2019 as part of
the refinancing.
S&P's other ratings, including the 'BB-' corporate credit rating,
and stable rating outlook on West Corp. are unchanged.
The company intends to use proceeds from the senior debt offering
to repay a portion of its existing term loans so that about $100
million to $150 million is left outstanding on the combined term
loan B-10 due 2018 and term loan A-1 due 2019, and to refinance the
term loan B-11 due 2021 in its entirety. S&P will withdraw its
ratings on the term loan B-11 due 2021 when the company completes
the proposed refinancing transaction.
RATINGS LIST
West Corp.
Corporate Credit Rating BB-/Stable/--
New Ratings
West Corp.
Senior Secured
$400 million notes due 2021 BB
Recovery Rating 2H
$225 million term loan B-14 due 2021 BB
Recovery Rating 2H
WHISTLER ENERGY: Court Approves $15-Mil. DIP Financing Arrangement
------------------------------------------------------------------
Whistler Energy II, LLC, sought and obtained final approval of a
post-petition financing arrangement with funds and accounts managed
by affiliates of Apollo Global Management, LLC, Commerce Oil LLC
and Bank of New York Melon, as administrative agent. The lending
trio will extend up to $15 million of new financing to Whistler.
The Debtor owes Apollo at least $125,000,000 and at least $31.5
million to Commerce. These obligations are secured by liens on the
debtor's assets, including cash collateral. The financing pact
approved by the Bankruptcy Court last week gives Whistler
permission to use cash collateral in the ordinary course of
business.
Superpriority liens will secure repayment of the fresh financing,
but will not attach to (x) 40% recoveries on account of any
avoidance actions, (y) any recovery of any avoidance action against
Nabors Offshore Corporation, and (z) any D&O insurance recoveries.
There is also a $125,000 carve-out for payment of professionals'
fees.
Whistler projects its net revenues will be about $2.2 million per
month for the next three months.
A group of creditors filed an involuntary chapter 11 petition
(Bankr. E.D. La. Case No.
16-10661) against Houston, Tex.-based Whistler Energy II, LLC, on
March 24, 2016. The Debtor consented to entry of an order for
relief on May 23, 2016. The U.S. Trustee appointed a creditors
committee on June 7, 2016.
YELLOW CAB OF RENO: Aug. 10 Hearing to Approve Plan Disclosures
---------------------------------------------------------------
Yellow Cab of Reno, Inc., filed with the U.S. Bankruptcy Court for
the District of Nevada a first amended disclosure statement
explaining its first amended bankruptcy-exit plan on June 1, 2016.
A hearing to approve the Disclosure Statement is set for Aug. 10,
2016, at 2 p.m.
The Plan says Class 3 unsecured claims will bear interest at the
rate allowed for judgments obtained in federal court, and holders
of unsecured claims will receive quarterly pro rata disbursements
from a Plan Fund as until the claims are paid in full with
interest.
The Debtor has scheduled $529,483.23 in unsecured claims. However,
trade creditors have filed proofs of claim asserting $4,624,320.58
in unsecured claims.
Members of the Debtor will retain their interests following Plan
confirmation.
The Plan will be funded by the Debtor's income from the ongoing
operation of its business. Payments to Class 2 Allowed Claims --
which consist of the Unsecured Claim of James Doud and Melodie Doud
in the allowed amount of $175,000 -- will be made monthly in the
amount of $5,000 per month commencing on the Effective Date and
each and every month thereafter until paid in full. Class 2
Allowed Claims will not share proportionally in the payment to
Class 3 Creditors, who in turn will not share in the payment to
Class 2 Creditors.
Commencing on the Effective Date the Debtor will contribute $1,000
per month to fund the Plan. Contributions to the Plan Fund shall
increase to $4,000 per month commencing 36 months following the
Effective Date. Distributions from the Plan Fund shall commence on
the Effective Date, shall be made no less often than quarterly, and
shall be distributed as follows, in order of priority:
1. To repay any post-confirmation loans until repaid in full.
2. To pay for attorneys' fees incurred in defending the
allowance of any unsecured claims either in Bankruptcy Court or in
the appropriate State Court until all disputed claims are finally
resolved.
3. Pro rata to all Allowed Class 2 [sic] unsecured claims
until paid in full without interest.
Post-confirmation, the Debtor will be managed by Reno Cab Company,
Inc., and will pay a management fee of $5,000 per month. Reno Cab
Company is owned by Roy Street, who is the 100% owner of the
Debtor.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nvb15-51384-0096.pdf
Yellow Cab of Reno, Inc. owns various vehicles and equipment, and
leases the vehicles to drivers. Yellow Cab of Reno, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No.
15-51384) on Oct. 7, 2015. The Debtor is represented by:
Alan R. Smith, Esq.
LAW OFFICES OF ALAN R. SMITH
505 Ridge Street
Reno, Nevada 89501
Telephone (775) 786-4579
Facsimile (775) 786-3066
Email: mail@asmithlaw.com
There has been no appointment in this case of a creditor's
committee.
[] Reperowitz Joins McGlinchey's Commercial Litigation Practice
---------------------------------------------------------------
McGlinchey Stafford PLLC on June 9 announced the addition of
accomplished attorney Deborah A. Reperowitz as a Member in the
firm's Commercial Litigation practice group and New York City
office.
Ms. Reperowitz is a nationally known attorney, representing clients
in all aspects of commercial litigation, business restructuring,
and bankruptcy matters. She is listed on the register of mediators
maintained by the Bankruptcy Court for the Southern District of New
York, and has a robust mediation practice, serving as a mediator in
such cases as the Dewey & LeBoeuf bankruptcy and the Madoff
liquidations. Ms. Reperowitz is active in industry and community
organizations, currently serving as President-Elect and a board
member of the New York Chapter of the Turnaround Management
Association.
From 2006 to 2010, Ms. Reperowitz served as Senior Vice President
and Chief Litigation Counsel at CIT Group Inc., a NYSE financial
services company. She established and chaired CIT's litigation and
government investigations legal team, managed litigation and
pre-litigation matters, handled government inquiries and
investigations, reported to the Board of Directors, and assisted
with CIT's restructure. Subsequently, Ms. Reperowitz served as
General Counsel to Fairholme Capital Management, an investment
advisor that had approximately $20 billion under management,
including managed accounts and three open-ended, non-diversified
mutual funds traded on NASDAQ. She simultaneously served as
Secretary to The Fairholme Funds, Inc.
As a senior corporate officer and counsel, Ms. Reperowitz bridged
the gap between outside counsel and business leaders. She has
developed a unique ability to see the entire picture, enabling her
to partner with clients to identify, prioritize, and mitigate risk
while problem-solving to meet and exceed client objectives.
"Debbie is a strong addition to McGlinchey Stafford, as she is a
talented, respected litigator with broad experience that
complements our existing group in New York City, as well as our
national commercial litigation and creditors' rights practice
groups," said Anthony Rollo, who leads McGlinchey Stafford's
nationwide Commercial Litigation section. "She brings valuable
in-house experience and a business-minded perspective to every
case, and shares our commitment to providing clients with
exceptional representation and service as they face challenging and
complex business issues."
"I'm excited to be a part of McGlinchey Stafford's growth in New
York City, and look forward to spreading the firm's well-deserved
reputation for excellence into the New York metropolitan market,"
said Ms. Reperowitz. "The firm provides the perfect platform for
the continued growth of my practice. It has embraced the changes
in the legal profession, engaged in strategic growth in response to
its clients' needs, and has business-minded attorneys practicing
nationwide within a structure that allows the delivery of
meaningful value to its clients. I look forward to working with
multidisciplinary teams across the firm's network of offices to
assist clients in resolving disputes, mitigating risk, and
achieving their goals."
Ms. Reperowitz received her J.D. from Seton Hall University School
of Law in 1985, and during law school served as Editor of the Seton
Hall Law Review and a member of the Moot Court Board. She received
her B.S. from New York University in 1982.
McGlinchey Stafford's New York City office was established in 2014
to better serve the legal needs of key clients in the areas of
financial services, business, general civil litigation, and
bankruptcy, while expanding the firm's regional footprint in the
Northeast. Since its opening, the New York City office has grown
to 15 attorneys. The firm also has an office in Albany, with three
attorneys.
About McGlinchey Stafford
McGlinchey Stafford -- http://www.mcglinchey.com-- is a
full-service law firm providing innovative legal counsel to
business clients nationwide. Guiding clients wherever business and
law intersect, McGlinchey Stafford's 200 attorneys are based in 13
offices in Alabama, California, Florida, Louisiana, Mississippi,
New York, Ohio, Texas, and Washington, DC.
[^] BOND PRICING: For the Week from June 6 to 10, 2016
------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
A. M. Castle & Co CAS 12.750 91.999 12/15/2016
A. M. Castle & Co CAS 7.000 46.250 12/15/2017
ACE Cash Express Inc AACE 11.000 48.500 2/1/2019
ACE Cash Express Inc AACE 11.000 48.500 2/1/2019
Affinion Group Inc AFFINI 7.875 44.250 12/15/2018
Affinion Investments LLC AFFINI 13.500 41.280 8/15/2018
Alpha Appalachia
Holdings Inc ANR 3.250 0.980 8/1/2015
Alpha Natural
Resources Inc ANR 6.000 0.961 6/1/2019
Alpha Natural
Resources Inc ANR 6.250 1.000 6/1/2021
Alpha Natural
Resources Inc ANR 9.750 0.961 4/15/2018
Alpha Natural
Resources Inc ANR 7.500 1.938 8/1/2020
Alpha Natural
Resources Inc ANR 4.875 0.870 12/15/2020
Alpha Natural
Resources Inc ANR 3.750 0.750 12/15/2017
Alpha Natural
Resources Inc ANR 7.500 1.750 8/1/2020
Alpha Natural
Resources Inc ANR 7.500 1.908 8/1/2020
American Eagle
Energy Corp AMZG 11.000 14.000 9/1/2019
American Eagle
Energy Corp AMZG 11.000 12.500 9/1/2019
American Gilsonite Co AMEGIL 11.500 58.750 9/1/2017
American Gilsonite Co AMEGIL 11.500 58.625 9/1/2017
Arch Coal Inc ACI 7.000 1.875 6/15/2019
Arch Coal Inc ACI 7.250 1.980 6/15/2021
Arch Coal Inc ACI 7.250 1.800 10/1/2020
Arch Coal Inc ACI 9.875 1.875 6/15/2019
Arch Coal Inc ACI 8.000 1.750 1/15/2019
Arch Coal Inc ACI 8.000 1.644 1/15/2019
Armstrong Energy Inc ARMS 11.750 38.633 12/15/2019
Armstrong Energy Inc ARMS 11.750 41.500 12/15/2019
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.250 14.900 8/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 7.750 14.017 1/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.250 14.625 8/15/2021
Atlas Energy Holdings
Operating Co LLC /
Atlas Resource
Finance Corp ARP 9.250 14.625 8/15/2021
Avaya Inc AVYA 10.500 25.800 3/1/2021
Avaya Inc AVYA 10.500 29.200 3/1/2021
BPZ Resources Inc BPZR 6.500 3.436 3/1/2015
BPZ Resources Inc BPZR 6.500 3.436 3/1/2049
Bank of America NA BAC 0.914 99.900 6/15/2016
Basic Energy Services Inc BAS 7.750 38.000 2/15/2019
Berry Petroleum Co LLC LINE 6.375 24.250 9/15/2022
Berry Petroleum Co LLC LINE 6.750 25.000 11/1/2020
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 8.625 15.750 10/15/2020
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 7.875 17.500 4/15/2022
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 8.625 16.000 10/15/2020
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 8.625 16.000 10/15/2020
Caesars Entertainment
Operating Co Inc CZR 10.000 39.340 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 12.750 40.500 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 40.000 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 37.500 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 39.000 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 12.250 10/1/2017
Caesars Entertainment
Operating Co Inc CZR 10.000 39.000 12/15/2018
Caesars Entertainment
Operating Co Inc CZR 10.000 39.750 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Claire's Stores Inc CLE 8.875 23.900 3/15/2019
Claire's Stores Inc CLE 10.500 67.250 6/1/2017
Claire's Stores Inc CLE 7.750 20.500 6/1/2020
Claire's Stores Inc CLE 7.750 17.875 6/1/2020
Clean Energy Fuels Corp CLNE 7.500 88.658 8/30/2016
Community Choice
Financial Inc CCFI 10.750 38.000 5/1/2019
Comstock Resources Inc CRK 7.750 36.739 4/1/2019
Comstock Resources Inc CRK 9.500 33.977 6/15/2020
Creditcorp CRECOR 12.000 36.000 7/15/2018
Creditcorp CRECOR 12.000 36.000 7/15/2018
Cumulus Media Holdings Inc CMLS 7.750 43.000 5/1/2019
DynCorp International Inc DCP 10.375 75.800 7/1/2017
EPL Oil & Gas Inc EXXI 8.250 8.750 2/15/2018
EXCO Resources Inc XCO 7.500 36.800 9/15/2018
EXCO Resources Inc XCO 8.500 24.401 4/15/2022
Eagle Rock Energy
Partners LP /
Eagle Rock Energy
Finance Corp EROC 8.375 16.750 6/1/2019
Emerald Oil Inc EOX 2.000 2.000 4/1/2019
Endeavour
International Corp END 12.000 1.000 6/1/2018
Endeavour
International Corp END 12.000 1.017 3/1/2018
Endeavour
International Corp END 12.000 1.017 3/1/2018
Energy & Exploration
Partners Inc ENEXPR 8.000 1.970 7/1/2019
Energy & Exploration
Partners Inc ENEXPR 8.000 1.970 7/1/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Holdings Corp TXU 11.250 60.625 11/1/2017
Energy Future
Holdings Corp TXU 9.750 20.000 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 10.000 1.000 12/1/2020
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 10.000 2.500 12/1/2020
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.750 20.000 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 6.875 2.500 8/15/2017
Energy XXI Gulf Coast Inc EXXI 9.250 8.000 12/15/2017
Energy XXI Gulf Coast Inc EXXI 7.500 8.250 12/15/2021
Energy XXI Gulf Coast Inc EXXI 6.875 8.000 3/15/2024
Energy XXI Gulf Coast Inc EXXI 7.750 6.875 6/15/2019
FBOP Corp FBOPCP 10.000 1.843 1/15/2009
FXCM Inc FXCM 2.250 39.000 6/15/2018
FairPoint
Communications Inc/Old FRP 13.125 1.879 4/2/2018
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Forbes Energy Services Ltd FES 9.000 38.450 6/15/2019
Gibson Brands Inc GIBSON 8.875 59.000 8/1/2018
Gibson Brands Inc GIBSON 8.875 48.222 8/1/2018
Gibson Brands Inc GIBSON 8.875 48.500 8/1/2018
Goodman Networks Inc GOODNT 12.125 47.945 7/1/2018
Goodrich Petroleum Corp GDPM 8.875 1.000 3/15/2019
Goodrich Petroleum Corp GDPM 8.875 0.583 3/15/2018
Goodrich Petroleum Corp GDPM 8.875 0.583 3/15/2018
Gymboree Corp/The GYMB 9.125 52.100 12/1/2018
Halcon Resources Corp HKUS 9.750 22.750 7/15/2020
Halcon Resources Corp HKUS 8.875 22.500 5/15/2021
Halcon Resources Corp HKUS 9.250 22.750 2/15/2022
Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017
Horsehead Holding Corp ZINC 9.000 20.000 6/1/2017
Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017
Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017
ION Geophysical Corp IO 8.125 59.000 5/15/2018
Illinois Power
Generating Co DYN 7.000 38.500 4/15/2018
Illinois Power
Generating Co DYN 6.300 38.000 4/1/2020
Iracore International
Holdings Inc IRACOR 9.500 59.125 6/1/2018
Iracore International
Holdings Inc IRACOR 9.500 59.125 6/1/2018
IronGate Energy
Services LLC IRONGT 11.000 24.500 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 24.500 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 24.500 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 24.500 7/1/2018
Key Energy Services Inc KEG 6.750 25.500 3/1/2021
Las Vegas Monorail Co LASVMC 5.500 3.853 7/15/2019
Lehman Brothers
Holdings Inc LEH 4.000 4.087 4/30/2009
Lehman Brothers
Holdings Inc LEH 1.600 4.087 11/5/2011
Lehman Brothers
Holdings Inc LEH 5.000 4.087 2/7/2009
Lehman Brothers
Holdings Inc LEH 2.000 4.087 3/3/2009
Lehman Brothers
Holdings Inc LEH 2.070 4.087 6/15/2009
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Liberty Interactive LLC LINTA 1.000 86.750 9/30/2043
Linc USA GP / Linc
Energy Finance USA Inc LNCAU 9.625 18.000 10/31/2017
Linn Energy LLC / Linn
Energy Finance Corp LINE 8.625 18.500 4/15/2020
Linn Energy LLC / Linn
Energy Finance Corp LINE 12.000 33.500 12/15/2020
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.500 17.500 5/15/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 7.750 18.000 2/1/2021
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 18.375 11/1/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.500 16.513 9/15/2021
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 17.875 11/1/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 17.875 11/1/2019
Logan's Roadhouse Inc LGNS 10.750 10.000 10/15/2017
Lonestar Resources
America Inc LNRAU 8.750 35.500 4/15/2019
Lonestar Resources
America Inc LNRAU 8.750 35.500 4/15/2019
MF Global Holdings Ltd MF 3.375 20.250 8/1/2018
MModal Inc MODL 10.750 10.125 8/15/2020
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 20.000 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 8.000 5/15/2018
Magnetation LLC /
Mag Finance Corp MAGNTN 11.000 8.000 5/15/2018
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 9.250 1.125 6/1/2021
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 0.750 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 12.000 9.000 6/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 96.250 10/1/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 0.673 10/1/2020
Modular Space Corp MODSPA 10.250 49.000 1/31/2019
Modular Space Corp MODSPA 10.250 49.375 1/31/2019
Molycorp Inc MCP 10.000 1.270 6/1/2020
Murray Energy Corp MURREN 11.250 25.000 4/15/2021
Murray Energy Corp MURREN 9.500 23.750 12/5/2020
Murray Energy Corp MURREN 11.250 19.000 4/15/2021
Murray Energy Corp MURREN 9.500 23.750 12/5/2020
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 3.031 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 3.031 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.977 5/15/2019
Nine West Holdings Inc JNY 8.250 28.000 3/15/2019
Nine West Holdings Inc JNY 6.875 21.675 3/15/2019
Nine West Holdings Inc JNY 8.250 22.625 3/15/2019
Nuverra Environmental
Solutions Inc NESC 9.875 31.000 4/15/2018
OMX Timber Finance
Investments II LLC OMX 5.540 12.000 1/29/2020
Optima Specialty Steel Inc OPTSTL 12.500 80.000 12/15/2016
Optima Specialty Steel Inc OPTSTL 12.500 70.500 12/15/2016
Peabody Energy Corp BTU 6.000 14.750 11/15/2018
Peabody Energy Corp BTU 6.250 14.500 11/15/2021
Peabody Energy Corp BTU 6.500 14.000 9/15/2020
Peabody Energy Corp BTU 10.000 15.375 3/15/2022
Peabody Energy Corp BTU 4.750 0.800 12/15/2041
Peabody Energy Corp BTU 7.875 15.125 11/1/2026
Peabody Energy Corp BTU 10.000 16.250 3/15/2022
Peabody Energy Corp BTU 6.000 17.250 11/15/2018
Peabody Energy Corp BTU 6.000 14.375 11/15/2018
Peabody Energy Corp BTU 6.250 14.000 11/15/2021
Peabody Energy Corp BTU 6.250 14.000 11/15/2021
Penn Virginia Corp PVAH 7.250 32.475 4/15/2019
Penn Virginia Corp PVAH 8.500 37.500 5/1/2020
Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018
Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018
Pernix Therapeutics
Holdings Inc PTX 4.250 22.625 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 21.250 4/1/2021
PetroQuest Energy Inc PQ 10.000 52.041 9/1/2017
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 34.750 10/1/2018
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 34.736 10/1/2018
Quicksilver Resources Inc KWKA 9.125 0.750 8/15/2019
Quicksilver Resources Inc KWKA 11.000 2.500 7/1/2021
Rex Energy Corp REXX 8.875 24.680 12/1/2020
Rex Energy Corp REXX 6.250 10.000 8/1/2022
Rolta LLC RLTAIN 10.750 17.750 5/16/2018
SFX Entertainment Inc SFXE 9.625 1.500 2/1/2019
SFX Entertainment Inc SFXE 9.625 1.334 2/1/2019
SFX Entertainment Inc SFXE 9.625 1.334 2/1/2019
SFX Entertainment Inc SFXE 9.625 1.334 2/1/2019
Sabine Oil & Gas Corp SOGC 7.250 2.500 6/15/2019
Sabine Oil & Gas Corp SOGC 7.500 2.500 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 1.225 9/15/2020
Sabine Oil & Gas Corp SOGC 7.500 1.225 9/15/2020
Samson Investment Co SAIVST 9.750 1.750 2/15/2020
SandRidge Energy Inc SD 7.500 6.500 3/15/2021
SandRidge Energy Inc SD 8.750 7.375 1/15/2020
SandRidge Energy Inc SD 7.500 6.500 2/15/2023
SandRidge Energy Inc SD 8.125 4.997 10/15/2022
SandRidge Energy Inc SD 8.125 17.509 10/16/2022
SandRidge Energy Inc SD 7.500 7.125 3/15/2021
SandRidge Energy Inc SD 7.500 7.000 2/16/2023
SandRidge Energy Inc SD 7.500 7.125 3/15/2021
Sequa Corp SQA 7.000 27.000 12/15/2017
Sequa Corp SQA 7.000 26.250 12/15/2017
Sequenom Inc SQNM 5.000 61.640 10/1/2017
Sequenom Inc SQNM 5.000 62.750 1/1/2018
Seventy Seven Energy Inc SSEI 6.500 6.875 7/15/2022
Sidewinder Drilling Inc SIDDRI 9.750 6.125 11/15/2019
Sidewinder Drilling Inc SIDDRI 9.750 6.000 11/15/2019
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.750 60.500 5/15/2018
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.750 63.250 5/15/2018
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.750 60.000 5/15/2018
Speedy Cash Intermediate
Holdings Corp SPEEDY 10.750 60.000 5/15/2018
Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017
Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017
SquareTwo Financial Corp SQRTW 11.625 12.000 4/1/2017
Stone Energy Corp SGY 1.750 26.000 3/1/2017
SunEdison Inc SUNE 2.000 8.750 10/1/2018
SunEdison Inc SUNE 0.250 5.000 1/15/2020
SunEdison Inc SUNE 5.000 27.000 7/2/2018
SunEdison Inc SUNE 2.625 6.000 6/1/2023
SunEdison Inc SUNE 2.750 6.125 1/1/2021
SunEdison Inc SUNE 2.375 5.625 4/15/2022
SunEdison Inc SUNE 3.375 5.625 6/1/2025
Syniverse Holdings Inc SVR 9.125 50.000 1/15/2019
TMST Inc THMR 8.000 11.250 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 32.875 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 32.875 2/15/2018
TerraVia Holdings Inc TVIA 6.000 58.000 2/1/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
TetraLogic
Pharmaceuticals Corp TLOG 8.000 24.911 6/15/2019
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 11.500 34.000 10/1/2020
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 6.400 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 6.260 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 6.300 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 11.500 35.250 10/1/2020
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 6.300 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 6.250 11/1/2015
Triangle USA
Petroleum Corp TPLM 6.750 22.500 7/15/2022
Triangle USA
Petroleum Corp TPLM 6.750 21.375 7/15/2022
UCI International LLC UCII 8.625 22.750 2/15/2019
Vanguard Natural
Resources LLC /
VNR Finance Corp VNR 7.875 28.223 4/1/2020
Venoco Inc VQ 8.875 4.250 2/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 15.100 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 15.500 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 15.625 1/15/2019
Verso Paper Holdings LLC /
Verso Paper Inc VRS 11.750 15.625 1/15/2019
Violin Memory Inc VMEM 4.250 27.000 10/1/2019
W&T Offshore Inc WTI 8.500 29.608 6/15/2019
Walter Energy Inc WLTG 9.500 13.000 10/15/2019
Walter Energy Inc WLTG 9.500 15.875 10/15/2019
Walter Energy Inc WLTG 9.500 15.875 10/15/2019
Walter Energy Inc WLTG 9.500 15.875 10/15/2019
Warren Resources Inc WRES 9.000 1.432 8/1/2022
Warren Resources Inc WRES 9.000 1.432 8/1/2022
Warren Resources Inc WRES 9.000 1.432 8/1/2022
iHeartCommunications Inc IHRT 10.000 53.438 1/15/2018
*********
Monday's edition of the TCR delivers a list of indicative prices
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The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
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