/raid1/www/Hosts/bankrupt/TCR_Public/160720.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, July 20, 2016, Vol. 20, No. 202
Headlines
6D GLOBAL: SingerLewak Casts Going Concern Doubt on Losses
ABRAHAM KOROTKI: Abuse of Process Claim in Malpractice Suit Junked
ACASTI PHARMA: Reports C$3.15-Mil. Net Loss in Qtr. Ended May 31
AEROPOSTALE INC: Seeks to Auction Assets in Bankruptcy Wind-Down
ALPHA NATURAL: Court Approves Sale, Confirms Chapter 11 Plan
ALPHA NATURAL: KEIP Approval Affirmed
ALPHA NATURAL: Lenders Require Bankruptcy Exit by Month's End
AMW MACHINE: Wants Exclusive Plan Filing Deadline Moved to Dec. 15
ARCH COAL: Amended Restructuring Support Agreement Filed
ARCH COAL: U.S. Bank Appointed as Committee Member
ATLANTIC & PACIFIC: Plan Filing Period Extended to Jan. 19
ATLAS RESOURCE: S&P Cuts CCR to 'D' on Deferred Interest Payment
BARISTAS COFFEE: Reports $1.05-Mil. Net Loss in Q1 Ended March 31
BEEKMAN LIQUORS: Seeks to Hire Steven Sundack as Accountant
BITZIO INC: Posts $693-K Net Loss in Q1 Ended March 31
BIZ AS USUAL: Wants Plan Filing Deadline Moved to Aug. 15
CAPITOL LAKES: M. Crawford Young Appointed as Committee Member
CELANESE CORP: Moody's Withdraws Ba1 PDR
CENTRAL BEEF IND: Exclusive Plan Filing Deadline Moved to Aug. 19
CENVEO INC: S&P Raises CCR to 'CCC+' Following Distressed Exchange
CHAPARRAL ENERGY: Noteholders Reject Exit Financing Proposal
CHC GROUP: Seeks to Hire DLA Piper as Special Counsel
CITADEL WATFORD: Wants Plan Filing Deadline Moved to Oct. 12
COWBOYS FAR WEST: Taps Valbridge Property as Appraiser
CUSTOM STONE: Case Summary & 20 Largest Unsecured Creditors
DESERT SPRINGS FINANCIAL: Taps Coldwell Banker as Broker
DESERT SPRINGS FINANCIAL: Taps Grobstein as Financial Advisor
DVR LLC: Case Summary & 4 Unsecured Creditors
EAST JEFFERSON HOSP: S&P Alters Outlook to Neg & Affirms BB Rating
EAST MAIN STREET: Wants Solicitation Period Extended to Sept. 16
EASTERN MOUNTAIN: Completes Restructuring & Recapitalization
EFRON DORADO: Wants Plan Filing Deadline Moved to Sept. 14
ENERGY FUTURE: TCEH Meeting With Prospective Lenders
ENOR CORP: Selling Toy Business Assets to Imperial for $962K
ESSAR STEEL: Seeks U.S. Recognition of Canadian Sale Order
EXOTICA ACADEMY: Wants Exclusive Plan Filing Extended by 60 Days
FIDELITY & GUARANTY: S&P Keeps 'BB-' Rating on CreditWatch Dev.
FOREST STREET: Wants Solicitation Period Extended to Sept. 16
FRAMINGHAM 300: Wants Solicitation Period Extended to Sept. 16
GAWKER MEDIA: Judge Denies Lawsuit Shield for Nick Denton
GOLDEN MARINA: Hires MPI's Hyman as Real Estate Advisors
GOODMAN AND DOMINGUEZ: Wants Plan Filing Deadline Moved to Aug. 31
GRAYN COMPANY: Case Summary & 20 Largest Unsecured Creditors
HAJ INC: Case Summary & 20 Largest Unsecured Creditors
HERCULES OFFSHORE: Common Stock Delisted from Nasdaq
HYPNOTIC TAXI: Wants Solicitation Period Extended to Sept. 13
IE TEST LLC: Exclusive Plan Filing Deadline Extended to Sept. 30
INTERGEN NV: S&P Lowers CCR to 'B' on Weakening Finc'l. Measures
IRIS BUILDING: Taps Jeffrey M. Rosenblum as Legal Counsel
IRMA MONTENEGRO: Selling Reno Property to Alltec for $119K
J&C OILFIELD: Case Summary & 20 Largest Unsecured Creditors
JADECO CONSTRUCTION: Proposes to Auction Equipment and Vehicles
KIMBERLY BROWN: Selling Sundance Property for $700K
LIGHTSTREAM RESOURCES: Clash of Funds Redefines Distress Debt Swap
LIGHTSTREAM RESOURCES: Moody's Lowers CFR to C, Outlook Negative
LINN ENERGY: Alternative Settlement Agreement Order Date Extended
LORAL SPACE: Dismissal of Phil Ivaldy's Suit Affirmed
LUCA INTERNATIONAL: Confirms Chapter 11 Plan of Reorganization
MAGNOLIA BREWING: Seeks to Hire Greenberg as Tax Accountant
MAX EXPRESS: Wants Exclusivity Period Extended to Sept. 29
MCK MILLENNIUM: Building Lease with Fight Club Chicago Approved
METCOM NETWORK: Hires Steven Sutton as Litigation Counsel
MEXICAN PETROLEUM: Posts MXN62.01- Bil. Net Loss in Mar. 31 Quarter
MRMS PROPERTY MANAGEMENT: Hires Tamposi as Counsel
MURRAY ENERGY: Working with Investment Banks on Debt Relief
NEWARK DOWNTOWN CENTER: Taps Bricker & Eckler as Co-Counsel
NFP CORP: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
NORDIC INTERIOR: Case Summary & 20 Largest Unsecured Creditors
NORFE GROUP: Wants Plan Filing Period Extended to Sept. 14
NORTHERN MEADOWS: Selling Bellingham Parcel for $770K
OAK ROCK: Panel Hires RubinBrown as Consultant & Expert Witness
OAKRIDGE GLOBAL: Cash is Insufficient to Maintain Operations
OSPREY UTAH: Taps Galloway Wettermark as Legal Counsel
PACIFIC SUNWEAR: Delisted From Nasdaq on July 15
PARADIGM EVERGREEN: Hires McElroy Deutsch as Special Counsel
PATELKA DENTAL: Hires Dilworth Paxson as Counsel
PAYSON PETROLEUM: Jason Searcy Approved as Ch. 11 Trustee
PHOENIX BRANDS: Committee Taps Deloitte as Financial Advisor
PICO HOLDINGS: Harxit Bloggers Want CEO Hart Fired
PICO HOLDINGS: Revised Business Plan Benefits CEO, Bloggers Say
POWELL VALLEY HEALTH: Committee Taps Spencer Fane as Counsel
PRATT WELL SERVICE: Hires Klenda Austerman as Attorneys
PRATT WELL SERVICE: Hires Patton Cramer as Accountants
PROGRESSIVE ACUTE CARE: Committee Taps Kean Miller as Co-Counsel
QRS RECYCLING: Committee Taps Cohen Pollock as Counsel
RESCO INTERNATIONAL: Hires David Rubin as Counsel
RESCUE ONE AMBULANCE: Taps Grimard as Tax Services Provider
REYNOLDS GROUP: Moody's Assigns B1 Rating on $1.973BB Term Loan
RG STEEL: SPT's Bid to Disqualify Proskauer Rose Denied
ROTARY DRILLING: Proposes Vallourec-Led Auction in August
SAI KRUPA: Seeks to Hire S. Matthew Hamby as Accountant
SANDERS COMMERCIAL: Wants More Time to File Chapter 11 Plan
SANDRIDGE ENERGY: Disclosures OK'd; Aug. 9 Plan Hearing Set
SIDNEY TRANSPORTATION: Case Summary & 11 Unsecured Creditors
SMILE ARTIST: Case Summary & 9 Unsecured Creditors
SOUTHWESTERN ENERGY: Moody's Raises CFR to Ba3, Outlook Stable
STEEL DYNAMICS: S&P Affirms 'BB+' CCR, Outlook Remains Stable
SUNEDISON INC: Annual Report for Retirement Plan Filed
TERESA GIUDICE: Ordered Into Mediation with Bankruptcy Trustee
TRIANGLE USA: Setting Procedures for De Minimis Assets Sales
TRIANGLE USA: Wells Fargo Approves Cash Collateral Use
TRIMOR MORTGAGE: Claims Bar Date Set for September 2
TUSCANY ENERGY: Exclusive Solicitation Period Extended to Sept. 7
TWO MILE RANCH: Taps Lindquist-Kleissler as Legal Counsel
UNITED SHIPPING: Dismissal of Suit vs WDS Directors Reversed
UNITED SITE: Moody's Assigns B2 Rating on Proposed $450MM Facility
USS PARENT: S&P Assigns 'B' Rating on Proposed $450MM Sr. Facility
UTE LAKE RANCH: Case Summary & 20 Largest Unsecured Creditors
VINH PHAT SUPERMARKET: Case Summary & 20 Top Unsecured Creditors
WARREN RESOURCES: Amends Chapter 11 Plan
WARREN RESOURCES: Entered Into Amended and Restated RSA
WARREN RESOURCES: Revised Summary Budget Filed
WEXFORD DEVELOPMENT: Hires Avrum Rosen as Chapter 11 Attorney
WILLIAM PULLUM: Selling Santa Rosa County Property for $675K
WORLD OF DISCOVERY: Hires Cohen & Rice as Attorney
YELLOW CAB: Exclusive Plan Filing Deadline Moved to Aug. 21
YRC WORLDWIDE: Local 707 Pension Fund Nearing Insolvency
ZLM ACQUISITIONS: Taps Taylor Martino as Special Counsel
ZLM ACQUISITIONS: Trustee Taps Hartman Blackmon as Accountant
[*] Moody's B3 Negative and Lower Corporate Ratings List Shrinks
*********
6D GLOBAL: SingerLewak Casts Going Concern Doubt on Losses
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6D Global Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2015.
The Company reported a net loss of $17.11 million on $12.79 million
of revenues for the year ended Dec. 31, 2015, compared with a net
income of $470,565 on $11.80 million of revenues in 2014.
The Company's balance sheet at Dec. 31, 2015, showed $20.87 million
in total assets, $21.09 million in total liabilities, $1.46 million
in redeemable convertible preferred stock, and stockholders' equity
of $1.67 million.
SingerLewak LLP, in Los Angeles, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has suffered recurring losses from
operations and the Company is currently a defendant in several
class action lawsuits with various shareholders.
A copy of the Form 10-K is available at:
https://is.gd/XX9bNL
6D Global Technologies, Inc., is a digital business solutions
company serving the digital marketing and technology needs of
organizations using enterprise-class technologies across the world.
The Company's services include Web content management, Web
analytics, marketing automation, mobile applications, business
intelligence, marketing cloud and IT infrastructure staffing
solutions. The Company operates through two segments: Content
Management Systems (CMS) and Information Technology (IT) Staffing.
CMS offers Web content management solutions, marketing cloud
solutions, mobile applications, analytics, front-end user
experience and design, and marketing automation. The IT Staffing
segment provides contract and contract-to-hire IT professional
staffing services. 6D Global Technologies, Inc., is based in New
York, New York.
ABRAHAM KOROTKI: Abuse of Process Claim in Malpractice Suit Junked
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In the case captioned ABRAHAM KOROTKI, SALEENA KOROTKI, RESERVES
DEVELOPMENT, LLC, STL DEVELOPMENT LLC, ST2K, LLC, THE RESERVES
RESORT, SPA & COUNTRY CLUB, LLC, and THE RESERVES MANAGEMENT, LLC,
Plaintiffs, v. HILLER & ARBAN, LLC, ADAM HILLER, ESQ., BRIAN ARBAN,
ESQ., SCHWARTZ & SCHWARTZ, ATTORNEYS AT LAW, P.A., and STEVEN
SCHWARTZ, ESQ. Defendants, C.A. No. N15C-07-164 CCLD WCC (Del.),
the Superior Court of Delaware granted the motion filed by
defendants Hiller & Arban, LLC, Adam Hiller, Esquire, and Brian
Arban, Esquire, asking the court to dismiss Count V of the
complaint in a legal malpractice litigation for failure to state a
claim for abuse of process.
The Motion to Dismiss arises in the context of legal malpractice
litigation filed against the Hiller Defendants, Schwartz &
Schwartz, P.A., and Steven Schwartz, Esquire. The plaintiffs in
this matter consist of former clients Abraham Korotki, Saleena
Korotki, Reserves Development, LLC, The Reserves Resort, Spa &
Country Club, LLC, The Reserves Management, LLC, STL Development
LLC, and ST2K, LLC. The malpractice suit relates to the advice and
representation the Defendants collectively provided in connection
with Mr. Korotki and Reserve Resort's December 2012 bankruptcy
filings.
Count V asserts an abuse of process claim against the Hiller
Defendants.
A full-text copy of the Court's July 1, 2016 memorandum opinion is
available at https://is.gd/1Jg71Y from Leagle.com.
Plaintiffs are represented by:
Anthony M. Saccullo, Esq.
Thomas H. Kovach, Esq.
A.M. SACCULLO LEGAL, LLC
27 Crimson King Drive,
Bear, DE 19701
Tel: (302)836-8877
Fax: (302)836-8787
-- and --
David L. Braverman, Esq.
Benjamin A. Garber, Esq.
John E. Kaskey, Esq.
BRAVERMAN KASKEY, P.C.
One Liberty Place
1650 Market Street
Philadelphia, PA 19103
Tel: (215)575-3800
Fax: (215)575-3801
Hiller Defendants are represented by:
John A. Elzufon, Esq.
Loren R. Barron, Esq.
ELZUFON AUSTIN TARLOV & MONDELL, P.A.
300 Delaware Ave., Suite 1700
Wilmington, DE 19801
Tel: (302)428-3181
Fax: (302)428-3180
Email: jelzufon@elzufon.com
lbarron@elzufon.com
Schwartz Defendants are represented by:
Paul M. Lukoff, Esq.
Andrea Schoch Brooks, Esq.
WILKS, LUKOFF & BRACEGIRDLE, LLC
1300 North Grant Avenue, Suite 100
Wilmington, DE 19806
Tel: (302)225-0850
Fax: (302)225-0851
Email: plukoff@wlblaw.com
abrooks@wlblaw.com
ACASTI PHARMA: Reports C$3.15-Mil. Net Loss in Qtr. Ended May 31
----------------------------------------------------------------
Acasti Pharma Inc. reported a net loss of C$3.15 million on C$2,888
revenue from sales for the three month period ended May 31, 2016,
compared with a net loss of C$965,746 on C$5,154 revenue from sales
for the same period in the prior year.
The Company's balance sheet at May 31, 2016, showed C$25.74 million
in total assets, C$1.61 million in total liabilities, and equity of
C$24.13 million.
The Corporation has incurred operating losses and negative cash
flows from operations since inception. As at May 31, 2016, the
Corporation’s current liabilities and expected level of expenses
in the research and development phase of its drug candidate
significantly exceed current assets. The Corporation plans to rely
on the continued support of Neptune to pursue its operations in
terms of shared services. The continuance of this support is
outside of the Corporation’s control. If the Corporation does not
receive the continued support from its parent and the Corporation
does not raise additional funds, it may not be able to realize its
assets and discharge its liabilities in the normal course of
business. As a result, there exists a material uncertainty that
casts substantial doubt about the Corporation’s ability to
continue as a going concern and, therefore, realize its assets and
discharge its liabilities in the normal course of business.
A copy of the interim financial statements of the Company for the
three-month period ended May 31, 2016, and 2015, is available at:
https://is.gd/EM6NO6
Laval, Quebec, Canada-based Acasti Pharma Inc. is an emerging
biopharmaceutical company focused on the research, development and
commercialization of new krill oil-based forms of omega-3
phospholipid therapies for the treatment and prevention of certain
cardiometabolic disorders, in particular abnormalities in blood
lipids, also known as dyslipidemia. Because krill feeds on
phytoplankton (diatoms and dinoflagellates), it is a major source
of phospholipids and polyunsaturated fatty acids, mainly
eicosapentaenoic acid (EPA) and docosahexaenoic acid (DHA), which
are two types of omega-3 fatty acids well known to be beneficial
for human health.
AEROPOSTALE INC: Seeks to Auction Assets in Bankruptcy Wind-Down
----------------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that teen
clothing chain Aeropostale Inc. is preparing to sell all its assets
and may bring claims against the private equity firm it said drove
it into bankruptcy.
According to the report, the New York-based company said in court
papers July 15 that "reorganization on a standalone basis is not
feasible." Instead, it will look for a "stalking horse" to make
the lead bid at an auction next month and will pass the proceeds of
any sale to creditors, the report related.
The retailer also said it's still reviewing 11,000 pages of
documents and depositions of key individuals that senior lender
Sycamore Partners produced during a bankruptcy probe and is
evaluating whether to pursue claims against the private equity firm
and affiliates, the report further related.
Aeropostale said it will try to locate a lead bidder by Aug. 15 and
hold an auction Aug. 22, if there's any indication of competitive
interest, the report added.
About Aeropostale, Inc.
Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of
casual apparel and accessories, principally serving young women
and men through its Aeropostale(R) and Aeropostale Factory(TM)
stores and website and 4 to 12 year-olds through its P.S. from
Aeropostale stores and website. The Company provides customers
with a focused selection of high quality fashion and fashion basic
merchandise at compelling values in an exciting and customer
friendly store environment. Aeropostale maintains control over
its proprietary brands by designing, sourcing, marketing and
selling all of its own merchandise. As of May 1, 2016 the Company
operated 739 Aeropostale(R) stores in 50 states and Puerto Rico,
41 Aeropostale stores in Canada and 25 P.S. from Aeropostale(R)
stores in 12 states. In addition, pursuant to various licensing
agreements, the Company's licensees currently operate 322
Aeropostale(R) and P.S. from Aeropostale(R) locations in the
Middle East, Asia, Europe, and Latin America. Since November
2012, Aeropostale, Inc. has operated GoJane.com, an online women's
fashion footwear and apparel retailer.
Aeropostale, Inc. and 10 of its affiliates each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11275) on May 4, 2016. The petitions were signed
by Marc G. Schuback as senior vice president, general counsel and
secretary.
The Debtors listed total assets of $354.38 million and total debts
of $390.02 million as of Jan. 30, 2016.
The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI
Consulting, Inc. as restructuring advisor; Stifel, Nicolaus &
Company, Inc. and Miller Buckfire & Company LLC as investment
bankers; RCS Real Estate Advisors as real estate advisors; Prime
Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as
Canadian counsel; and Togut, Segal & Segal LLP as conflicts
counsel.
Judge Sean H. Lane is assigned to the cases.
ALPHA NATURAL: Court Approves Sale, Confirms Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed Alpha Natural Resources, Inc.'s Plan of Reorganization
and approved the sale of the Reserve Price Assets on July 7, 2016.
The Bankruptcy Court entered an order confirming the Plan on July
12, 2016.
On March 7, 2016, the Debtors filed with the Bankruptcy Court (1) a
proposed plan of reorganization for the resolution of certain
claims pursuant to section 1121(a) of the Bankruptcy Code and (2) a
related proposed disclosure statement. On May 26, 2016, the
Bankruptcy Court entered an order approving the Disclosure
Statement.
The Plan contemplates that the reorganization of the Debtors will
include two major components:
-- In light of the unprecedented market challenges in the
coal industry, the Debtors will sell certain self-sustaining assets
-- Reserve Price Assets -- to a newly formed entity, Contura
Energy, Inc., pursuant to the stalking horse credit bid of the
Debtors' senior secured lenders.
-- The Debtors will reorganize as new entities and will
continue to operate for the principal purpose of fulfilling certain
reclamation, mitigation and water treatment obligations relating to
their retained assets.
The Plan incorporates a number of settlements with key creditor
constituencies that resolve significant disputes and provide for
the successful restructuring of the Debtors by, among other
things:
(1) resolving certain valuation and intercreditor issues
critical to the sale of the Reserve Price Assets,
(2) providing for certain funding for reclamation, mitigation
and water treatment obligations and exit funding for the
Reorganized Debtors,
(3) providing for certain recoveries for unsecured creditor
classes and
(4) establishing procedures to govern the administration of
certain claims and the management of the Reorganized Debtors after
the effective date of the Plan.
Those settlements include, among others:
(1) the Global Settlement,
(2) the First Lien Lender Settlement -- which incorporates the
Diminution Claim Allowance Settlement and the Unencumbered Assets
Settlement that were conditionally approved by the Bankruptcy Court
by an order entered on May 17, 2016,
(3) the Second Lien Noteholder Settlement and
(4) the Resolution of Reclamation Obligations.
The July 12 Confirmation Order includes:
(1) as Appendix I thereto, a copy of the Plan in the form
distributed for solicitation on May 27, 2016;
(2) as Appendix II thereto, a blackline document showing
modifications to the solicitation version of the Plan; and
(3) as Appendix III thereto, a notice of confirmation of the
Plan and its effective date.
The Plan contemplates that certain restructuring transactions will
occur upon the Effective Date, including certain changes to the
corporate structure of the Debtors. Prior to the Petition Date,
the Company caused Alpha Natural Resources Holdings, Inc., an
entity that is not affiliated with the Debtors, to be incorporated.
Prior to the date of confirmation of the Plan, ANR Holdings formed
ANR, Inc., and ANR, Inc. issued all of its common equity to ANR
Holdings. Pursuant to the Plan, on the Effective Date, the Company
will transfer all of its equity interests in its subsidiary
Debtors, all assets (other than the Reserve Price Assets) and its
equity to ANR, Inc., and will subsequently dissolve following the
completion of various other actions. Following these transactions,
ANR Holdings will be the ultimate parent company for the
Reorganized Debtors.
The Plan provides for recoveries for most of the Debtors' secured
and unsecured creditors. Holders of General Unsecured Claims
against the Company are classified into three Classes based on the
nature of their Claims, and will receive distributions in
accordance with such classification. Holders of Category 1 General
Unsecured Claims will receive a pro rata share of $8 million
comprised of cash and, potentially, non-interest bearing notes.
Holders of Category 2 General Unsecured Claims that are Second Lien
Noteholder Claims will receive a distribution of equity of the
Purchaser. Last, holders of Category 2 General Unsecured Claims
that are not Second Lien Noteholder Claims will receive:
(1) equity of the Purchaser,
(2) a five-year contingent revenue payment from the
Reorganized Debtors and
(3) certain equity of the Reorganized Debtors.
Among the Debtors' secured creditors:
(1) holders of Secured First Lien Lender Claims will receive a
pro rata share of cash, equity and/or notes to be issued by the
Purchaser;
(2) holders of Secured Second Lien Noteholder Claims will
receive participation rights in an asset based lending facility;
and
(3) holders of Secured Massey Convertible Noteholder Claims
will receive a pro rata share of cash totaling up to $875,000 and
certain equity of the Reorganized Debtors.
All allowed administrative claims, allowed professional
compensation claims, allowed priority tax claims, allowed priority
employee claims and allowed other secured claims will be
reinstated, paid in full or otherwise treated in a manner
consistent with the Bankruptcy Code to be deemed unimpaired.
Holders of subordinated claims, including the Section 510(b)
Securities Claims and Section 510(b) Old Common Stock Claims, will
receive no distributions under the Plan. With respect to
Intercompany Claims, such Claims that are not eliminated by
operation of law or pursuant to the Restructuring Transactions will
be deemed settled and compromised. Last, Subsidiary Debtor Equity
Interests will be reinstated on the Effective Date, subject to the
Restructuring Transactions.
The following conditions must be satisfied or waived for the Plan
to become effective:
1. The Bankruptcy Court will have entered the Confirmation Order:
(a) in form and substance satisfactory to the Debtors, the DIP
Agents, the DIP Lenders, the First Lien Agent and the First Lien
Lenders; (b) to the extent provided for in the Global Settlement
Term Sheet, reasonably acceptable in form and substance to the
Creditors' Committee and the Second Lien Parties; and (c)
consistent with the terms of the Global Settlement and the Second
Lien Noteholder Settlement.
2. The Confirmation Order or another order of the Bankruptcy
Court shall have been entered (a) approving and authorizing the
Stalking Horse APA and the NewCo Asset Sale contemplated therein;
(b) approving the Diminution Claim Allowance Settlement and the
Unencumbered Assets Settlement on a non-conditional basis; and (c)
authorizing the Debtors and the Reorganized Debtors to take all
actions necessary or appropriate to implement the Plan and the
Stalking Horse APA, including completion of the Restructuring
Transactions and the other transactions contemplated by the Plan
and the implementation and consummation of the contracts,
instruments, releases and other agreements or documents entered
into or delivered in connection with the Plan.
3. The Confirmation Order will not be stayed in any respect.
4. The Exit Funding will all be fully committed and all documents
and agreements necessary to effectuate and implement the Exit
Funding shall have been executed and delivered by the relevant
parties.
5. The documents effectuating the Exit Facility (a) will be (i)
in form and substance reasonably satisfactory to the Debtors, the
DIP Agents and the First Lien Agent, (ii) to the extent provided
for in the Global Settlement Term Sheet, reasonably acceptable in
form and substance to the Creditors' Committee and the Second Lien
Parties and (iii) consistent with the terms of the Global
Settlement and the Second Lien Noteholder Settlement; and (b) shall
have been executed and delivered by the Reorganized Debtors, the
Exit Facility Agent and each of the lenders under the Exit
Facility.
6. The Plan and all Confirmation Exhibits (a) will not have been
materially amended, altered or modified from the Plan as confirmed
by the Confirmation Order, unless such material amendment,
alteration or modification has been made in accordance with Section
IX.A of the Plan; (b) to the extent provided for in the Global
Settlement Term Sheet, are reasonably acceptable in form and
substance to the Creditors' Committee and the Second Lien Parties;
and (c) are consistent with the terms of the Global Settlement and
the Second Lien Noteholder Settlement.
7. A Settlement Termination Event will not have occurred.
In addition, the Debtors must perform various other administrative
actions in conjunction with emergence from chapter 11. There can be
no assurance that the Debtors will satisfy these conditions,
complete such required actions and emerge from chapter 11 within
the Debtors' anticipated timeframe, or at all.
Pursuant to the Plan and the Confirmation Order, all equity
interests in the Company (including outstanding shares of preferred
stock, common stock, options, warrants or contractual or other
rights to acquire any equity interests in the Company) are to be
cancelled on the Effective Date of the Plan and are not entitled to
receive any distributions on account of such equity interests.
A copy of the Order Confirming Second Amended Joint Plan of
Reorganization of Debtors and Debtors in Possession, As Modified,
is available at https://is.gd/pwnlke
A copy of the Appendix I to Confirmation Order: Second Amended
Joint Plan of Reorganization of Debtors and Debtors in Possession,
is available at https://is.gd/XdPW4Z
A copy of the Appendix II to the Confirmation Order: First
Modifications to the Second Amended Joint Plan of Reorganization of
Debtors and Debtors in Possession, is available at
https://is.gd/Iw2zve
A copy of the Appendix III to the Confirmation Order: Second
Amended Joint Plan Of Reorganization of Debtors and Debtors In
Possession and Occurrence of the Effective Date of the Plan, is
available at https://is.gd/muNsFV
A copy of the Second Amended Disclosure Statement, is available at
https://is.gd/m7Nc1X
About Alpha Natural Resources
Headquartered in Bristol, Virginia, Alpha Natural --
http://www.alphanr.com/-- is a coal supplier, ranked second
largest among publicly traded U.S. coal producers as measured
by 2014 consolidated revenues of $4.3 billion. As of August
2015, Alpha had 8,000 full time employees across many different
states, with UMWA representing 1,000 of the employees.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.
The petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the cases.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel. Tyler P.
Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq.,
and Justin F. Paget, Esq., serve as the Debtors' local counsel.
Rothschild Group is the Debtors' financial advisor. Alvarez &
Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman
Carson Consultants, LLC, is the Debtors' claims and noticing
agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
ALPHA NATURAL: KEIP Approval Affirmed
-------------------------------------
In the case captioned UNITED MINE WORKERS OF AMERICA 1974 PENSION
PLAN AND TRUST, et al., Appellants, v. ALPHA NATURAL RESOURCES,
INC., et al., Appellees, No. Civil Action No. 3:16-CV-75-HEH (E.D.
Va.), Judge Henry E. Hudson of the United States District Court for
the Eastern District of Virginia, Richmond Division, affirmed the
decision of the bankruptcy court granting the debtors' motion to
approve a proposed revised Key Employee Incentive Plan.
The appealed matter evolves from a dispute over a proposed revised
KEIP. On December 3, 2015, the debtors moved for entry of an order
(1) authorizing payments to executive insiders under the debtors'
2015 Annual Incentive Bonus Plan and (2) approving the debtors'
KEIP. Only the second request was contested. On January 27, 2016,
Judge Huennekens of the Bankruptcy Court for the Eastern District
of Virginia entered an order granting the Debtors' motion to
approve the KEIP in its entirety.
On appeal, Judge Hudson found no clear error in any of the
bankruptcy court's factual findings and further found all legal
conclusions of the bankruptcy court to be based on sound
reasoning.
A full-text copy of Judge Hudson's July 7, 2016 memorandum opinion
is available at https://is.gd/ZSgbVd from Leagle.com.
United Mine Workers of America 1974 Pension Plan & Trust, United
Mine Workers of America 1992 Benefit Plan, United Mine Workers of
America 1993 Benefit Plan & Trust, United Mine Workers of America
2012 Retiree Bonus Account Plan, United Mine Workers of America
Cash Deferred Savings Plan of 1988 are represented by:
Karen M. Crowley, Esq.
CROWLEY LIBERATORE RYAN & BROGAN, P.C.
Town Point Center, Suite 300
150 Boush Street
Norfolk, VA 23510
Tel: (757)333-4500
Fax: (757)333-4501
Email: kcrowley@clrbfirm.com
United Mine Workers of America Combined Benefit Fund is represented
by:
Karen M. Crowley, Esq.
CROWLEY LIBERATORE RYAN & BROGAN, P.C.
Town Point Center, Suite 300
150 Boush Street
Norfolk, VA 23510
Tel: (757)333-4500
Fax: (757)333-4501
Email: kcrowley@clrbfirm.com
-- and --
Matthew Colin Robert Ziegler, Esq.
MORGAN LEWIS & BOCKIUS LLP
101 Park Ave.
New York, NY 10178-0060
Tel: (212)309-6000
Fax: (212)309-6001
Email: matthew.ziegler@morganlewis.com
-- and --
Peter Sabin Willett, Esq.
MORGAN LEWIS & BOCKIUS LLP
One Federal St.
Boston, MA 02110-1726
Tel: (617)341-7700
Fax: (617)341-7701
Email: sabin.willett@morganlewis.com
United Mine Workers of America is represented by:
Troy Savenko, Esq.
KAPLAN VOEKLER CUNNINGHAM & FRANK PLC
1401 E. Cary St.
Richmond, VA 23219
Tel: (804)823-4000
Fax: (804)823-4099
Email: tsavenko@kv-legal.com
-- and --
Paul Kizel, Esq.
Philip Gross, Esq.
Sharon Levine, Esq.
LOWENSTEIN SANDLER LLP
65 Livingston Avenue
Roseland, NJ 07068
Tel: (973)597-2500
Fax: (973)597-2400
Email: pkizel@lowenstein.com
pgross@lowenstein.com
Alpha Natural Resources, Inc. is represented by:
Tyler Perry Brown, Esq.
Henry Pollard Long, III, Esq.
Justin Fielder Paget, Esq.
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219
Tel: (804)788-8200
Fax: (804)788-8218
Email: tpbrown@hunton.com
-- and --
Robert W. Gaffey, Esq.
William J. Hine, Esq.
JONES DAY
250 Vesey Street
New York, NY 10281-1047
Tel: (212)326-3939
Fax: (212)755-7306
Email: rwgaffey@jonesday.com
wjhine@jonesday.com
About Alpha Natural Resources
Headquartered in Bristol, Virginia, Alpha Natural --
http://www.alphanr.com-- is a coal supplier, ranked second largest
among publicly traded U.S. coal producers as measured by 2014
consolidated revenues of $4.3 billion. As of August 2015, Alpha
had 8,000 full time employees across many different states, with
UMWA representing 1,000 of the employees.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.
The petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the cases.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel. Tyler P.
Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and
Justin F. Paget, Esq., serve as the Debtors' local counsel.
Rothschild Group is the Debtors' financial advisor. Alvarez &
Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman
Carson Consultants, LLC, is the Debtors' claims and noticing
agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
* * *
Alpha Natural Resources, Inc. on March 8, 2016, disclosed that it
has filed a proposed Chapter 11 Plan of Reorganization and a
related Disclosure Statement with the United States Bankruptcy
Court for the Eastern District of Virginia. Together with the
motion seeking approval of a marketing process for Alpha's core
operating assets, these filings provide for the sale of Alpha's
assets, detail a path toward the resolution of all creditor claims,
and anticipate the emergence of a streamlined and sustainable
reorganized company able to satisfy its environmental obligations
on an ongoing basis.
By selling certain assets as a going concern and restructuring the
company's remaining assets into a reorganized Alpha, the company is
able to provide maximum recovery to its creditors, while preserving
jobs and putting itself in the best position to meet its
reclamation obligations.
The Troubled Company Reporter, on July 14, 2016, citing
BankruptcyData.com reported that in a corporate release, Alpha
Natural Resources announced that, contingent upon the finalization
of certain definitive documentation and the entry of a formal U.S.
Bankruptcy Court confirmation order, the Court has indicated that
it will confirm the Company's Second Amended Joint Plan of
Reorganization.
ALPHA NATURAL: Lenders Require Bankruptcy Exit by Month's End
-------------------------------------------------------------
Alpha Natural Resources, Inc., on June 30, 2016, executed Amendment
No. 6 to Superpriority Secured Debtor-in-Possession Credit
Agreement, which contains certain amendments to the First Out DIP
Credit Agreement.
As previously reported, the Debtors filed a motion on the Petition
Date seeking authorization to use cash collateral and to approve
financing under (i) that Superpriority Secured Debtor-in-Possession
Credit Agreement by and among the Company as borrower, certain
Debtors party thereto as guarantors, the lenders party thereto --
First Out DIP Lenders -- and Citibank, N.A. -- First Out Agent --
as Administrative Agent and Collateral Agent; and (ii) that
Superpriority Secured Second Out Debtor-in-Possession Credit
Agreement by and among the Company as borrower, certain Debtors
party thereto as guarantors, the lenders party thereto -- Second
Out DIP Lenders -- the issuing banks thereto and Citicorp North
America, Inc. as Administrative Agent and Collateral Agent.
On Aug. 4, 2015, the Bankruptcy Court issued an interim order
approving the DIP Financing on an interim basis, and on Sept. 17,
2015, the Bankruptcy Court issued a final order approving the DIP
Financing on a final basis.
The Sixth DIP Amendment contains the following amended milestones
relating to the Bankruptcy Case:
-- On or prior to July 12, 2016, the Bankruptcy Court shall
have entered an order, in form and substance reasonably acceptable
to the Required Lenders (as defined in the First Out DIP Credit
Agreement), approving and confirming the Agreed Chapter 11 Plan.
-- On or prior to July 31, 2016, the effective date of the
Agreed Chapter 11 Plan shall have occurred.
The Bankruptcy Court confirmed the Debtors' Plan of Reorganization
and approved the sale of the Reserve Price Assets on July 7, 2016.
The Bankruptcy Court entered an order confirming the Plan on July
12, 2016.
The Sixth DIP Amendment amends and restates the following negative
covenant related to Capital Expenditures under Section 6.10(b) of
the First Out DIP Credit Agreement:
"The Borrower is restricted from making or becoming legally
obligated to make any Capital Expenditure, except for Capital
Expenditures (excluding PLR Capex) in the ordinary course of
business not exceeding, in a cumulative amount for the Borrower and
its Subsidiaries on a consolidated basis: (i) for the period from
and including February 26, 2016 to and including April 1, 2016,
$23,100,000 (in the aggregate), (ii) subject to Section 6.16 of the
First Out DIP Credit Agreement, for the period from and including
February 26, 2016 to and including May 20, 2016, $47,200,000 (in
the aggregate); (iii) for the period from and including May 20,
2016 to and including June 24, 2016, $21,200,000 (in the aggregate)
and (iv) for the period from and including May 20, 2016 to and
including August 5, 2016, $52,700,000 (in the aggregate)."
The Sixth DIP Amendment deletes in its entirety the following
negative covenant related to Capital Expenditures under Section
6.10(c) of the First Out DIP Credit Agreement:
"The Borrower is restricted from making or becoming legally
obligated to make to make any Capital Expenditure in respect of
Pennsylvania Land Resources, LLC ("PLR") or its related businesses
("PLR Capex"), except for PLR Capex in the ordinary course of
business not exceeding, in a cumulative amount for the Borrower and
its Subsidiaries on a consolidated basis: (i) for the period
starting from November 1, 2015 and ending on January 8, 2016,
$15,000,000 (in the aggregate), (ii) for the period from and
including February 26, 2016 to and including April 1, 2016,
$3,500,000 (in the aggregate), (ii) for the period from and
including February 26, 2016 to and including May 20, 2016,
$12,300,000 (in the aggregate) and (iii) for any period ending
after May 20, 2016, in the amounts as may be agreed among the
parties.
Minimum Consolidated Liquidity"
The Sixth DIP Amendment amends negative covenants related to
minimum levels of Consolidated Liquidity as follows:
(1) Deletes the following threshold for minimum Consolidated
Liquidated under Section 6.14(iii) of the First Out DIP Credit
Agreement:
Week Ended Minimum Liquidity
---------- -----------------
May 20, 2016 $1,053.6 million
(2) Provides, pursuant to Section 6.14(iv) of the First Out
DIP Credit Agreement, that the Borrower shall not permit
Consolidated Liquidity as of the close of business on any Business
Day from and after May 20, 2016 to be less than the amount
specified in the following table:
Week Ended Minimum Liquidity
---------- -----------------
May 20, 2016 $1,026.0 million
May 27, 2016 $1,005.9 million
June 3, 2016 $963.4 million
June 10, 2016 $954.1 million
June 17, 2016 $939.6 million
June 24, 2016 $935.5 million
July 1, 2016 $927.5 million
July 8, 2016 $925.5 million
July 15, 2016 $912.3 million
July 22, 2016 $889.4 million
July 29, 2016 $862.2 million
Aug. 5, 2016 $838.6 million
A copy of Amendment No. 6 to Superpriority Secured
Debtor-In-Possession Credit Agreement dated as of June 30, 2016 by
and among Alpha Natural Resources, Inc., as borrower, certain
subsidiaries of Alpha Natural Resources, Inc. as guarantors party
thereto from time to time, the lenders party thereto from time to
time, the issuing banks party thereto from time to time, Citibank,
N.A. as administrative agent and other agents party thereto, is
available at https://is.gd/QoCpux
On June 22, 2016, the Debtors filed with the Bankruptcy Court
syndication procedures pursuant to which certain holders of the
Company's second lien notes are being afforded the opportunity to
subscribe to provide financing as lenders under the NewCo ABL
facility. The syndication procedures are available at
https://is.gd/Crm4ks
The syndication process will expire at 5:00 p.m., New York City
Time, on July 20, 2016, unless extended or earlier terminated.
For additional information regarding the NewCo ABL facility
syndication process, holders of second lien notes should contact
the information agent, Kurtzman Carson Consultants LLC, at ANR
NewCo ABL Facility Syndication, c/o KCC, 1290 Avenue of the
Americas, 9th Floor, New York, NY 10104, Telephone: (877) 833-4150,
Email: anrnewcoabl@kccllc.com
About Alpha Natural Resources
Headquartered in Bristol, Virginia, Alpha Natural --
http://www.alphanr.com/-- is a coal supplier, ranked second
largest among publicly traded U.S. coal producers as measured
by 2014 consolidated revenues of $4.3 billion. As of August
2015, Alpha had 8,000 full time employees across many different
states, with UMWA representing 1,000 of the employees.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.
The petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the cases.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel. Tyler P.
Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq.,
and Justin F. Paget, Esq., serve as the Debtors' local counsel.
Rothschild Group is the Debtors' financial advisor. Alvarez &
Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman
Carson Consultants, LLC, is the Debtors' claims and noticing
agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
AMW MACHINE: Wants Exclusive Plan Filing Deadline Moved to Dec. 15
------------------------------------------------------------------
AMW Machine Control, Inc., asks the U.S. Bankruptcy Court for the
Western District of Michigan to extend the exclusive period by
which Debtor (a) may file a plan until Dec. 15, 2016, and (b)
solicit votes on any plan until Jan. 30, 2017.
The original 120-day exclusive period for Debtors to file a Chapter
11 plan will expire on Aug. 17, 2016, and the original 180-day
exclusive time period for the Debtor to solicit votes on any plan
will expire on Oct. 16, 2016.
The Debtor requires additional time to formulate and file a plan.
The Debtor relates that since the Petition Date, the Debtor has
been seeking resolution of
Geologic Computer Systems, Inc.'s claim. Bankruptcy proceedings
have also been filed by three co-defendants in three different
jurisdictions related to Geologic's claim. The Debtor says the
other bankruptcy proceedings impact its potential plan.
The Debtor intends shortly, to file a motion to establish a claims
bar date. Evaluating Geologic's claim is instrumental to proposing
a feasible plan.
The Debtor's counsel can be reached at:
KELLER & ALMASSIAN, PLC,
A. Todd Almassian, Esq.
230 East Fulton
Grand Rapids, MI 49503
Tel: (616) 364-2100
E-mail: ecf@kalawgr.com
AMW Machine Control, Inc., based in Saranac, Michigan, filed for
Chapter 11 bankruptcy (Bankr. W.D. Mich. Case No. 16-02157) on
April 19, 2016. Hon. John T. Gregg presides over the case. Todd
A. Almassian, Esq., at Keller & Almassian, PLC, serves as the
Debtor's counsel. In its petition, the Debtor estimated under
$50,000 in assets and $1 million to $10 million in liabilities.
The petition was signed by Mark A. Williams, president.
ARCH COAL: Amended Restructuring Support Agreement Filed
--------------------------------------------------------
Arch Coal, Inc., and its debtor affiliates on July 5, 2016, entered
into an Amended and Restated Restructuring Support Agreement with
lenders holding more than 66-2/3% of the aggregate principal amount
of loans outstanding under Arch's prepetition first lien credit
facility, the statutory committee of unsecured creditors appointed
in the Chapter 11 cases pursuant to Section 1102 of the Bankruptcy
Code and certain members of the Committee.
Pursuant to the Amended and Restated RSA, the parties thereto have
agreed to support, to vote for (as applicable), and not object to a
plan of reorganization of the Debtors that includes these terms:
A. Holders of unsecured note claims (including second
lien note claims) will receive their pro rata share
of:
i) shares of common stock of reorganized Arch
Coal in an amount equal to 6% of the common
stock of Arch Coal issued and outstanding
upon consummation of the Plan, subject to
dilution as set forth in the Plan;
ii) at each holder's election, (A) warrants,
exercisable, at any time for a period of
seven years from the effective date of the
Plan, into shares of New Common Stock in an
amount equal to 12% of the common stock of
reorganized Arch Coal issued and outstanding
upon consummation of the Plan (at a strike
price based on total equity value of $1.425
billion), on the terms and conditions set
forth in the Plan, including anti-dilution
and other adjustments to exercise price and
number of shares, repurchases of shares of
New Common Stock, issuance of capital stock
below fair market value, mergers,
recapitalizations, business combinations or
other "organic changes" and whether such
warrants will be exercisable for cash or on
a cashless basis or (B) their pro rata
share of an amount of cash equal to
$25 million multiplied by the percentage of
holders who receive cash in lieu of
warrants; and
iii) $22.636 million cash.
Holders of all other general unsecured claims will
receive their pro rata share of $7.364 million cash.
B. An increase in the amount of cash distributions to
the holders of claims under Arch's pre-petition
first lien credit facility -- Senior Lenders --
from approximately $115 million to approximately
$145 million. The percentage of New Common Stock
distributed to Senior Lenders pursuant to the Plan
will be reduced by the 6% of New Common Stock
distributed to holders of general unsecured claims,
and subject to further dilution as set forth in the
Plan.
C. GSO Capital will release any and all claims or
causes of action against the Debtors and the
Senior Lenders, including, without limitation,
the claims asserted by GSO Capital in the
complaint filed on May 27, 2016 in Adversary
Proceeding No. 16-04072, related to the Debtors,
the Chapter 11 Cases and certain private debt
exchange offers launched by certain of the Debtors
on July 2, 2015 and the Complaint will be
withdrawn with prejudice. In consideration for
the settlement, GSO Capital will receive
$5 million.
D. Releases by the Company of all claims or causes
of action under chapter 5 of the Bankruptcy Code
against pre-petition trade creditors and the
directors, officers and other employees Arch Coal,
and all agents and representatives of the
foregoing, and all claims or causes of action
against the Senior Lenders.
E. The standing motions will each be stayed, and
the Debtors', the Senior Lenders' and all other
parties in interest's deadlines to object to or
otherwise respond to the Standing Motions will
be extended until the earlier of (A) the
effective date of the Plan, upon which date the
Standing Motions will be deemed withdrawn with
prejudice and (B) 30 days after the Debtors
withdraw or amend the Plan in a manner
inconsistent with the agreed terms.
F. A waiver by the Debtors' senior management of
their right to receive the first $6 million in
the aggregate of any amounts earned in respect
of the 2016 annual incentive compensation
program and/or the 2014 long-term incentive
performance plan, in each case in existence on
the date hereof.
G. Holders of unsecured claims against the Debtors
that receive New Common Stock under the Plan
will receive usual and customary minority
protections, including any minority shareholder
protections afforded to Senior Lenders that
will be minority holders of New Common Stock
under the Plan.
H. A waiver by the Senior Lenders in respect of
distributions on account of their deficiency
claims under Arch's pre-petition first lien
credit facility, but only if the Class of
Unsecured Note Claims votes to accept the Plan
or, otherwise, only for the benefit of holders
of unsecured note claims who voted in favor of
the Plan or did not vote and either did not opt
out of providing certain voluntary releases set
forth in the Plan or executed the Amended and
Restated RSA by the deadline on which to vote
on the Plan and has not exercised any
termination right thereunder.
I. The obligations of the Debtors under the
prepetition first lien credit agreement to
indemnify the Senior Lenders and the agents
party to the pre-petition first lien credit
agreement shall survive the effective date of
the Plan and shall not be discharged or
released pursuant to the Plan.
J. The Debtors and the Senior Lenders, in
consultation with the Committee, will
determine whether reorganized Arch Coal will
be a publicly reporting company or a
privately held company upon emergence. If
reorganized Arch Coal is a private company,
the Plan will provide for quarterly and
annual financial statements and certain
current reports to be available on reorganized
Arch Coal's website. If reorganized Arch Coal
is a public company, the Plan will provide for
an unlisted class of common stock, equivalent
to the listed stock in respect of dividends
and voting and convertible into listed stock,
to be available to holders not permitted to
hold margin stock.
K. The Board of Directors of reorganized Arch
Coal, Inc. will consist of seven directors:
(i) the Chief Executive Officer; and (ii) six
directors selected by the Ad Hoc Committee
Lenders in consultation with the Chief Executive
Officer, at least one of which shall be
independent.
A copy of the Amended Restructuring Support Agreement is available
at https://is.gd/R9zVLJ
On Jan. 21, 2016, the Superpriority Secured Debtor-in-Possession
Credit Agreement -- as amended on March 4, 2016 and March 28, 2016
-- was entered into by and among the Company, as borrower, certain
of the Debtors, as guarantors, the lenders from time to time party
thereto, and Wilmington Trust, National Association, as
administrative agent and collateral agent for the DIP Lenders.
Arch entered into an amendment to the DIP Credit Agreement, dated
as of April 26, 2016, which extended the deadline for the filing of
a plan of reorganization and accompanying disclosure statement from
April 26, 2016 to May 5, 2016. On May 5, 2016, the Company filed
its plan of reorganization and accompanying disclosure statement
with the Court.
The Company entered into a further amendment to the DIP Credit
Agreement, dated as of June 23, 2016, which extends the deadline
for Bankruptcy Court approval of the disclosure statement related
to the Plan from June 23, 2016 to July 7, 2016.
Prior to the Petition Date, certain of the Debtors entered into a
Restructuring Support Agreement, dated as of January 10, 2016, as
amended on February 25, 2016 and March 28, 2016. On June 23, 2016,
Arch entered into an amendment, which provides for the waiver of
the termination event that would have occurred on June 23, as a
result of the Debtors not having obtained Court approval of the
assumption of the Restructuring Support Agreement by June 23.
Following entry into the RSA Amendment, the Debtors were required
to obtain Court approval of the assumption of the Restructuring
Support Agreement prior to July 7, or a later date as may be agreed
to by a majority of the lenders party thereto.
The RSA Amendment further waives any termination event arising out
of the Debtors’ failure to obtain Court approval of the
Disclosure Statement no later than June 23, so long as the approval
is obtained by July 7.
On July 8, 2016, the Debtors disclosed that the U.S. Bankruptcy
Court for the Eastern District of Missouri has approved the
Disclosure Statement filed in connection with the company's
proposed Plan of Reorganization. With this approval, Arch can
start to solicit approval of the Plan from its creditors. A
hearing to consider confirmation of the Plan by the Bankruptcy
Court is scheduled to commence on Sept. 13.
The Plan incorporates and implements the terms of the global
settlement that Arch reached with certain of its senior secured
lenders that hold more than 75% of its first lien term loan and the
Official Committee of Unsecured Creditors.
The Debtors are represented by:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention: Marshall S. Huebner
marshall.huebner@davispolk.com
Brian M. Resnick
brian.resnick@davispolk.com
The Consenting Lenders are represented by:
Kaye Scholer LLP
250 West 55th Street
New York, NY 10019
Attention: Mark F. Liscio
mark.liscio@kayescholer.com
Scott D. Talmadge
scott.talmadge@kayescholer.com
- and -
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Attention: Brian S. Hermann
bhermann@paulweiss.com
Sarah Harnett
sharnett@paulweiss.com
The Committee, a Committee Member Party or a Consenting Noteholder
is represented by:
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
Attention: Douglas Mannal
dmannal@kramerlevin.com
Rachael Ringer
rringer@kramerlevin.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.
ARCH COAL: U.S. Bank Appointed as Committee Member
--------------------------------------------------
The Office of the U.S. Trustee on July 18 appointed U.S. Bank
National Association to Arch Coal Inc.'s official committee of
unsecured creditors.
U.S. Bank replaced GSO Capital Partners, LP, according to a filing
with the U.S. Bankruptcy Court for the Eastern District of
Missouri.
The unsecured creditors' committee is now composed of:
(1) Kinder Morgan, Inc.
Andrew Sheedy
Vice President - Finance
1001 Louisiana
Houston, TX 77002
(2) UMB Bank, National Association
Attn: Mark B. Flannagan
1010 Grand Boulevard
Kansas City, MO 64106
(3) U.S. Bank National Association
as Indenture Trustee
Julie Becker
50 Livingston Avenue, EP-MN-WS1D
St. Paul, MN 55107
(4) Nelson Brothers, LLC
Nelson Brothers Mining Services, LLC
Jason Baker
820 Shades Creek Parkway, Suite 2000
Birmingham, AL 35209
(5) Bennett Management Corporation
c/o James D. Bennett & Joseph von Meister
2 Stamford Plaza, Suite 1501
281 Tresser Blvd.
Stamford, CT 06901-3259
(6) Wyoming Machinery Company
Matthew Polito
P.O. Box 2335
Casper, WY 82602
(7) Pension Benefit Guaranty Corp.
Attn: John J. Butler, Financial Analyst
1200 K. Street, N.W.
Washington, DC 20005-4026
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.
ATLANTIC & PACIFIC: Plan Filing Period Extended to Jan. 19
----------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of The
Great Atlantic & Pacific Tea Company, Inc., et al., the exclusive
filing period through and including Jan. 19, 2017, and the
exclusive solicitation period through and including March 20,
2017.
As reported by the Troubled Company Reporter on July 4, 2016, the
Debtors seek a further extension of the Exclusive Periods to ensure
that the Debtors have sufficient time to work with their
constituents to maximize the value of their remaining assets and
finalize a resolution of these Chapter 11 cases without
interference, distraction, or additional cost and delay.
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York issued an order directing joint administration
of the Chapter 11 cases of The Great Atlantic & Pacific Tea
Company, Inc., and its debtor affiliates under Lead Case No.
15-23007.
ATLAS RESOURCE: S&P Cuts CCR to 'D' on Deferred Interest Payment
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit and issue-level
ratings on Atlas Resource Partners L.P. to 'D' from 'CCC-' and 'C',
respectively. The recovery rating on the company's senior
unsecured debt remains '6', indicating S&P's expectation of average
(0%-10%) recovery in the event of a payment default.
"The downgrade reflects our view of Atlas' decision to defer its
July 15, 2016, interest payments on its 7.75% senior unsecured
notes due 2021," said S&P Global Ratings credit analyst Aaron
McLean. "The company has a 30-day grace period after the interest
payment date to make the payment before an event of default
occurs," he added.
The company continues to negotiate with bondholders at this time.
Additionally, the company has entered into a forbearance agreement
until July 27, 2016, with lenders of its revolving credit facility
deferring the first of four equal installment payments required to
cure the current $143.7 million deficiency. S&P believes it is
highly unlikely that the company will make the interest payment on
the 7.75% notes within the 30-day grace period and the installment
payment on its borrowing base deficiency, and believes a general
default is the most likely outcome.
BARISTAS COFFEE: Reports $1.05-Mil. Net Loss in Q1 Ended March 31
-----------------------------------------------------------------
Baristas Coffee Company, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.05 million on $266,545 of revenues for the three
months ended Mar. 31, 2016, compared to a net loss of $2.05 million
on $331,984 of revenues for the same period in 2015.
As of Mar. 31, 2016, the Company had $3.31 million in total assets,
$2.28 million in total liabilities and a total stockholders' equity
of $1.03 million.
As at March 31, 2016, the Company has a loss from operations of
$1,053,649 and an accumulated deficit of $12,159,496. The Company
intends to fund operations through equity financing arrangements,
which may be insufficient to fund its capital expenditures, working
capital and other cash requirements for the year ending December
31, 2016.
The ability of the Company to fully commence its operations is
dependent upon, among other things, obtaining additional financing
to continue operations, and execution of its business plan. In
response to these concerns, management intends to raise additional
funds through public or private placement offerings and through
loans from officers and directors.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. The accompanying
financial statements do not include any adjustments that might
result from the outcome of this uncertainty. There can be no
assurance that management's plan will be successful.
A full-text copy of the report 10-Q is available for free at:
https://is.gd/mUsTVf
Kent, Wash.-based Baristas Coffee Company, Inc., operates specialty
drive-through beverage retailers that provide customers with hot
and cold beverages, specializing in specialty coffees, blended teas
and other custom drinks. In addition, the company offers
smoothies, fresh-baked pastries and other confections.
BEEKMAN LIQUORS: Seeks to Hire Steven Sundack as Accountant
-----------------------------------------------------------
Beekman Liquors, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Steven Sundack C.P.A.
P.C.
The firm will serve as the Debtor's accountant in connection with
its Chapter 11 case. The services to be provided by the firm
include organizing the Debtor's books and records, and preparing
financial statements and reports.
The firm's professionals and their hourly rates are:
Steven Sundack $350
Staff Accountants $200
Paraprofessionals $125
In a court filing, Mr. Sundack disclosed that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Steven Sundack
Steven Sundack C.P.A. P.C.
534 Broad Hollow Road, Suite 330
Melville, New York 11747
About Beekman Liquors
Beekman Liquors, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of New York (Manhattan)
(Case No. 16-11370) on May 13, 2016. The petition was signed by
David Frieser, president. The case is assigned to Judge Martin
Glenn. The Debtor estimated assets of $500,000 to $1 million and
debts of $1 million to $10 million.
BITZIO INC: Posts $693-K Net Loss in Q1 Ended March 31
------------------------------------------------------
Bitzio, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $693,165 on $843,417 of revenues for the three months
ended March 31, 2016, compared with a net loss of $294,043 on
$697,071 of revenues for the same period last year.
The Company's balance sheet at March 31, 2016, showed $6.27 million
in total assets, $21.74 million in total liabilities, and
stockholders' deficit of $15.47 million.
The Company recorded a loss from operations of $282,043 for the
three months ended March 31, 2016. As of March 31, 2016, the
Company had $1.2 million in cash, and current liabilities exceeded
current assets by about $18.1 million, which included derivative
liabilities of $13.0 million and $2.5 million in convertible
debentures and notes. None of these items are required to be
serviced out of the Company’s regular cash flows.
Pursuant to a Senior Secured Revolving Credit Facility Agreement,
under which TCA Global Credit Master Fund, LP, may lend to Bitzio
up to $5.0 million, GreenShift and each of its subsidiaries, as
well as each of the other subsidiaries of Bitzio, has executed a
Guaranty Agreement dated December 31, 2015, in favor of TCA. In the
Guaranty Agreement, GreenShift and each of its subsidiaries as well
as each of the other subsidiaries of Bitzio, guaranteed payment of
all amounts due to TCA under the Credit Agreement. By separate
agreements, GreenShift and each subsidiary pledged all of its
assets to secure the guaranty to TCA.
These matters raise substantial doubt about the Company’s ability
to continue as a going concern. The Company's ability to satisfy
its obligations will depend on its success in obtaining financing,
its success in preserving current revenue sources and developing
new revenue sources, and its success in negotiating with the
creditors. Management’s plans to resolve the Company’s working
capital deficit by increasing revenue, reducing debt and exploring
new financing options. There can be no assurances that the Company
will be able to eliminate its working capital deficit and that the
Company’s historical operating losses will not recur.
A copy of the Form 10-Q is available at:
https://is.gd/0v7zim
Chatsworth, Calif.-based Bitzio, Inc., is a fashion brand
management company. The Company is engaged in acquiring, promoting
and marketing a portfolio of consumer brands.
BIZ AS USUAL: Wants Plan Filing Deadline Moved to Aug. 15
---------------------------------------------------------
Biz As Usual, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to extend the exclusive period for the
Debtor to file a plan of reorganization through Aug. 15, 2016, and
the exclusive period for the Debtor to solicit acceptance of the
Plan through Aug. 16, 2016.
While admittedly the Debtor experienced a less than expeditious
start of its reorganization process, its principal is committed to
the necessary negotiation, development, confirmation and
consummation of a plan of reorganization and continues to work
diligently to effectuate this end. Despite ancillary litigation in
the form of motions and certifications, the Debtor has successfully
resolved all matters and remains current with payments to creditors
and the Office of the U.S. Trustee.
At the time of filing the estimated secured debt totaled
approximately $164,171.89. Following the filing of claims this
amount has risen and may continue to rise to upwards of$500,000,
making this a small yet complex case. Accurate determination of
the size of this case is the fact that certain secured creditors
have failed to file proofs of claim.
While eleven months may appear to be sufficient time for a small
case to complete reorganization, in light of the extended learning
curve of many key parties and resolution of the ensuing
unanticipated additional litigation, the Debtor is only now in a
better position to further negotiate claims and prepare a final
plan. Allowing additional time would permit the Debtor to focus
exclusively on the the final stages of reorganization.
Having negotiated various settlements with creditors regarding
postpetition payments pending the completion of ongoing litigation,
the Debtor is prepared to continue its efforts to work with
creditors in the instant and accompanying case to resolve all
issues and return the notes to performing loans, while paying down
tax obligations owed to the City of Philadelphia.
Included in the understanding and fully grasping its financial and
administrative obligations, Debtor has committed to paying its
debts as they come due. Following a negotiated cash collateral
stipulation and resolving a motion for relief and a certification
of default, the Debtor is making post-petition payments on debts
incurred in the ordinary course of business as they come due, and
operates its business in such a way so as to preserve the value
of its assets for the benefit of the Bankruptcy Estate and its
creditors.
Ongoing discussions with key creditors continues to provide the
foundation for the Debtors anticipated Plan, which, if this request
for extension is granted, will be comprehensively completed and
filed within the extension period.
The Debtor continues to make significant progress in its bankruptcy
case and reorganization efforts. While the learning curve has been
great, it appears that the principal of the Debtor has fully
grasped the financial and administrative requirements of
reorganization and continues to move forward.
The Debtor's counsel can be reached at:
Maria C. Palladino, Esq.
1315 Walnut Street, 1i Floor
Philadelphia, P A 19107
Tel: (215) 990-4922
E-mail: mpalladino.esq@gmail.com
Biz as Usual, LLC's primary business and primary source of income
involves leasing its residential properties and commercial
space(s). It filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 15-15040) on July 15, 2015.
Sherri Dicks, Esq., at the Law Offices of Sherri R. Dicks, P.C.,
serves as the Debtor's bankruptcy counsel.
CAPITOL LAKES: M. Crawford Young Appointed as Committee Member
--------------------------------------------------------------
The Office of the U.S. Trustee on July 18 appointed M. Crawford
Young to Capitol Lakes Inc.'s official committee of unsecured
creditors.
M. Crawford Young replaced Sally Drew who resigned as member of the
committee, according to a filing with the U.S. Bankruptcy Court for
the Western District of Wisconsin.
The unsecured creditors' committee is now composed of:
(1) Margaret Barker
110 South Henry Street, #1102
Madison, WI 53703
608.274.5174
mbarker1875@gmail.com
(2)John Burkhalter
110 South Henry Street, #1502
Madison, WI 53703
320.333.2133
harrietteburkhalter@gmail.com
(3) Geri Dickson
110 South Henry Street, #H807
Madison, WI 53703
608.230.5734
geldickson@gmail.com
(4) Patrick J. Holzem
McGann Construction
3622 Lexington Avenue
Madison, WI 53714
608.241.5585
pat.holzem@mcgannconstruction.com
(5) Judith Snyderman
333 West Main Street, #211
Madison, WI 53703
608.230.5450
mmjudy4@gmail.com
(6) M. Crawford Young
110 South Henry Street, #502
Madison, WI 53703
608.233.8364
crawford.young@wisc.edu
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.
CELANESE CORP: Moody's Withdraws Ba1 PDR
----------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
Celanese U.S. Holdings LLC to Baa3 from Ba2 following the
establishment of a gross leverage target of 2.0x and the
refinancing of its secured term loan and revolver with an unsecured
term loan and revolver. Moody's had previously stated that these
factors were preventing the company from an upgrade, despite having
investment grade financial metrics and an investment grade business
profile. Moody's also withdrew Celanese's Corporate Family Rating,
Probability of Default rating, its Speculative Grade Liquidity
rating and the senior secured ratings on its prior revolver and
term loan. The rating outlook is stable. These actions conclude
the review, which began on
June 14, 2016, after the company first announced its new gross
leverage target of 2.0x at an investor conference.
"The upgrade is tempered by a bolt-on acquisition driven growth
strategy, which, adds a modest level of event risk. However, if it
is successful, it should allow the company to grow significantly
faster than GDP while improving profitability," stated John Rogers,
Senior Vice President at Moody's and lead analyst on Celanese. "We
expect that Celanese will continue to generate $500-800 million per
year of free cash flow, which should fund these transactions and
provide additional flexibility to undertake opportunistic share
repurchases."
Ratings Upgraded:
Issuer: Celanese U.S. Holdings LLC
Backed Senior Unsecured Regular Bond/Debenture, Rating upgraded
to Baa3, from Ba2 (LGD5) on Review for Upgrade
Issuer: Public Finance Authority
Backed Senior Unsecured Revenue Bonds, Rating upgraded to Baa3,
from Ba2 (LGD5) on Review for Upgrade
Ratings Withdrawn:
Issuer: Celanese Corporation
Probability of Default Rating, Rating Withdrawn, from Ba1-PD on
Review for Upgrade
Corporate Family Rating, Rating Withdrawn, from Ba1 on Review
for Upgrade
Speculative Grade Liquidity, Rating Withdrawn, from at SGL-1
Issuer: Celanese U.S. Holdings LLC
Senior Secured Bank Credit Facility, Rating Withdrawn, from Baa3
(LGD2) on Review for Upgrade
Outlook Actions:
Issuer: Celanese Corporation
Outlook, Changed To Rating Withdrawn From Rating Under Review
Issuer: Celanese U.S. Holdings LLC
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
Celanese's upgrade to investment grade is based on the company's
newly established financial policy of targeting 2.0x gross leverage
on a sustained basis, as well as the refinancing of its secured
debt with a new unsecured revolver and term loan. Despite
management's fairly aggressive earnings growth targets and the
potential for a number of bolt-on acquisitions, Moody's anticipates
that management will have the financial flexibility to maintain its
2.0x gross leverage target (does not include Moody's standard
adjustments). As of March 31, 2016, Celanese's gross leverage
was1.9x, excluding Moody's adjustments, clearly consistent with
their new policy. Moody's adjustments add roughly three quarter of
a turn to leverage due to $1.1 billion of pension liabilities and
$460 million of capitalized operating leases. As of the same date,
Moody's credit metrics were 2.7x Debt/EBITDA and Retained Cash
Flow/Debt (RCF/Debt) of 21%. Celanese also holds a substantial
amount of cash, $716 million, as of March 31, 2016, a portion of
which will likely go toward funding future acquisitions. Moody's
does view this level of cash as a credit positive, but does not
give the company full credit for the cash. On a Net Debt basis
leverage is 2.2x and RCF/Debt is 25%.
At Celanese's investor day in December 2015, management discussed
the need to ramp up new products introductions, continue to
generate roughly $100 million per year in productivity gains and
increase the pace of, and earnings accretion from, bolt-on
acquisitions. Based on successful implementation of these
strategies and others, they set an adjusted earnings per share
target of $8.00 -- $8.50 per share in 2018, up from $6.02 in 2015
(implied growth of more than 10% per year). Management commented
at the Deutsche Bank Global Industrials and Materials Summit on 9
June 2016 about being able to accomplish these goals while
maintaining gross leverage at 2.0x. These statements along with
the refinancing of the secured debt with unsecured debt indicate a
material shift in financial policy that is commensurate with an
investment grade rating.
The stable outlook reflects Moody's view over the sustainability of
the company growth plan and its ability to maintain financial
metrics that are consistent with an investment grade rating over
the next two years. While an upgrade to the rating is unlikely
over the next 12- 24 months due to the number and limited size of
acquisitions that Celanese has undertaken to date, Moody's would
consider an upgrade once the company is able to demonstrate
consistent growth above GDP with this strategy, while credit
metrics strengthen toward 2.5x leverage and RCF/Debt of 25%.
Conversely, Moody's would consider downgrading Celanese's rating if
the company is unable to sustain leverage of below 3.0x and
RCF/Debt of 20%.
Celanese has excellent liquidity with a large cash balance and the
expectation that free cash flow will exceed $500 million per year.
Celanese also has access to over $500 million under its $1 billion
unsecured revolver maturing 2021 and roughly $60 million under its
$120 million accounts receivable program maturing 2019 as of the
last reporting date March 31, 2016. The facility does not contain
a material adverse change clause for subsequent borrowings, which,
in Moody's view, improves the quality of the liquidity provided.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
Celanese Corporation, headquartered in Irving, Texas, is a leading
global producer of acetic acid, vinyl acetate monomer, emulsions,
acetate tow, engineered thermoplastics and food ingredients.
Celanese has net sales of over $5 billion.
CENTRAL BEEF IND: Exclusive Plan Filing Deadline Moved to Aug. 19
-----------------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida has extended, at the behest of Central
Beef Ind., LLC, et al., the Debtors' exclusive period to file a
plan of Reorganization by 30 days to Aug. 19, 2016.
The time period regarding the Debtors' obtaining acceptance of a
Chapter 11 plan is extended through and including the date on which
the Court holds a hearing to consider confirmation of the Debtors'
Chapter 11 plan, in any event not later than 20 months after March
21, 2016.
As reported by the Troubled Company Reporter on July 19, 2016, the
Debtors submit that allowing an additional 30 days to complete and
finalize the Plan will not prejudice creditors and will continue to
facilitate greater confidence in the terms of proposed creditor
treatment to be set forth in the Plan of Reorganization.
About Central Beef
Central Beef Ind., LLC, 5C of Central Florida, LLLP and CBI
Management/Administration, LLC, engaged in the business of
purchasing cattle and beef production, each filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case Nos. 16-02366, 16-02368
and 16-02370, respectively) on March 21, 2016. Ida Raye Chernin
signed the petitions as manager. Stichter, Riedel, Blain &
Poster,
P.A., represents the Debtors as counsel.
Judge Catherine Peek McEwen has been assigned the cases.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Debtors' cases.
CENVEO INC: S&P Raises CCR to 'CCC+' Following Distressed Exchange
------------------------------------------------------------------
S&P Global Ratings said that it raised its corporate credit rating
on Cenveo Inc. to 'CCC+' from 'SD' (selective default). The rating
outlook is negative.
At the same time, S&P assigned its 'CCC-' issue-level rating and
'6' recovery rating to Cenveo Corp.'s 6% senior unsecured notes due
June 2024. The '6' recovery rating indicates S&P's expectations
for negligible (0%-10%) recovery in the event of a payment
default.
S&P also withdrew its ratings on Cenveo Corp.'s 11.5% senior
unsecured notes due May 2017 and asset-based lending (ABL)
revolving credit facility.
S&P's issue-level and recovery ratings on Cenveo Corp.'s existing
6% senior secured notes and 8.5% second lien notes are unchanged.
"The upgrade follows our review of Cenveo's business prospects,
liquidity, and capital structure after the company completed its
recent distressed exchange transaction," said S&P Global Ratings
credit analyst Minesh Patel. The 'CCC+' corporate credit rating
reflects our view that the recent improvement in Cenveo's operating
performance and liquidity may be insufficient for it to refinance
its $540 million 6% senior secured notes ahead of the August 2019
maturity, absent additional capital structure restructuring
transactions. The rating also reflects S&P's view that the
company's pro forma total debt to EBITDA of 8x for 2016 is
excessive and unsustainable over the next three years, even though
we don't expect a payment default to occur during the next 12
months.
"The negative rating outlook reflects our expectation that Cenveo
may struggle to refinance its $540 million 6% senior secured notes
due August 2019, given its excessive debt leverage," said
Mr. Patel. "The outlook also reflects our view that the company
could participate in additional distressed exchanges to address its
2019 refinancing needs."
S&P could lower its corporate credit rating on Cenveo to 'CCC' or
lower if S&P become convinced that a default or distressed exchange
is likely during the next 12 months; if the company's operating
performance declines, resulting in a sharp decline in cash flow and
liquidity; or if the company fails to make meaningful progress by
late 2017 refinancing its 6% senior secured notes.
Although unlikely over the next 12 months, an upgrade would
primarily depend on S&P's's favorable reassessment of the
sustainability of Cenveo's financial commitments. This would
likely entail a significant reduction in debt leverage, good
operating performance, and stead discretionary cash flows
generation.
CHAPARRAL ENERGY: Noteholders Reject Exit Financing Proposal
------------------------------------------------------------
Chaparral Energy, Inc., earlier this month filed with the
Securities and Exchange Commission a Form 8-K report to disclose
that the Company has been informed that its noteholders have
rejected the proposal regarding a potential refinancing or
restructuring of the Company's debt as contemplated under an
Updated Term Sheet.
Chaparral Energy, however, said those discussions among the Lenders
and the Noteholders are expected to continue.
In the Form 8-K Report, Chaparral Energy disclosed certain material
non-public information -- the Updated Term Sheet -- which it
received in connection with the confidential discussions that have
taken place between certain holders of the Company's senior notes
and certain lenders under its credit facility and their respective
financial advisers. The Updated Term Sheet was presented to the
Noteholders on behalf of certain Lenders in advance of such
discussions.
The Company seeks exit financing consisting of:
-- a four year $200 million RBL credit facility; and
-- a four year $100 million Second Out term loan.
The Company proposed to the Lenders that the Exit loans will be
secured by:
-- first priority perfected liens on at least 95% of the PV-9
of proved oil and gas reserves including title on 90% of the PV-9
-- pledge of substantially all personal property of the
Borrowers and each Guarantor, including cash pursuant to the
so-called DACAs
-- PV-9 to be determined using the Administrative Agent's
price deck
-- Payment priority water fall in respect of all amounts
Additional terms of the Proposal are available at
https://is.gd/bFaOBs
Last month, Chaparral Energy also filed with the Commission a copy
of discussion materials provided to Noteholders as part of the
parties' talks. A copy of document is available at
https://is.gd/m9lC0B
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 (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016. The petitions were 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 claims agent and administrative advisor.
The Office of the U.S. Trustee on May 18, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 cases.
CHC GROUP: Seeks to Hire DLA Piper as Special Counsel
-----------------------------------------------------
CHC Group Ltd. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire DLA Piper LLP as special
counsel.
The firm will provide legal advice to CHC Group and its affiliates
regarding various corporate matters, including data protection,
pensions, executive compensation, merger and acquisition.
DLA's hourly rates range from $504 to $1,010 for partners and
counsel, $157 to $820 for associates, and $198 to $365 for
paraprofessionals.
Louis Lehot, Esq., a partner at DLA Piper, disclosed in a court
filing that the firm does not hold or represent any interest
adverse to the Debtors or their estates.
The firm can be reached through:
Louis Lehot, Esq.
DLA Piper LLP
2000 University Avenue
East Palo Alto, CA 94303
About CHC Group Ltd.
Headquartered in Irving, Texas, CHC is a global commercial
helicopter services company primarily servicing the offshore oil
and gas industry. CHC maintains bases on six continents with major
operations in the North Sea, Brazil, Australia, and several
locations across Africa, Eastern Europe, and South East Asia. CHC
maintains a fleet of 230 medium and heavy helicopters, 67 of which
are owned by it and the remainder are leased from various
third-party lessors.
CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed
a voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 16-31854) on May 5, 2016. As of
Jan. 31, 2016, CHG had $2.16 billion in total assets and $2.19
billion in total liabilities. The Debtors have hired Weil, Gotshal
& Manges LLP as counsel, Debevoise & Plimpton LLP as special
aircraft counsel, PJT Partners LP as investment banker, Seabury
Corporate Advisors LLC as financial advisor, CDG Group, LLC as
restructuring advisor, and Kurtzman Carson Consultants LLC as
claims and noticing agent.
The Office of the U.S. Trustee on May 13, 2016, appointed five
creditors of CHC Group Ltd. to serve on the official committee of
unsecured creditors.
CITADEL WATFORD: Wants Plan Filing Deadline Moved to Oct. 12
------------------------------------------------------------
Citadel Watford City Disposal Partners, L.P., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to (i) further extend
the plan filing period until Oct. 12, 2016, a date that is 90 days
after the expiration of the current Plan Period; and the
solicitation period until Dec. 12, 2016, a date that is 60 days
after the expiration of the proposed 90 day extension of the
current Plan Period.
A hearing on the Debtors' request is set for Aug. 23, 2016, at 1:30
p.m. (ET). Objections must be filed by Aug. 16, 2016, at 4:00 p.m.
(ET).
Since the Petition Date, the Debtors have worked diligently to
restructure their operations so as to formulate a viable plan of
reorganization. Among other things, the Debtors have worked
diligently to obtain financing to fund their Chapter 11 cases while
also implementing a bid process for the sale of substantially all
of the Debtors' assets. Additionally, since filing the last motion
requesting an extension of the Exclusive Periods, the Debtors began
pursuing certain causes of action under Chapter 5 of the Bankruptcy
Code.
The Debtors respectfully submit that the size and complexity of
their cases, together with the good progress made to date towards
an orderly reorganization, provide sufficient cause for a 90-day
extension of their Exclusive Periods. Since the Petition Date, the
Debtors and their professionals have been working diligently toward
the ultimate goal of emerging from Chapter 11 as expeditiously as
possible and to develop a viable plan of reorganization that
affords their creditors favorable treatment and an appropriate
recovery on account of their claims.
As this Court is aware, the Debtors marketed and sold substantially
all of the Debtors' assets, pursuant to Order of this Court dated
Feb. 10, 2016. Since the sale of the Debtors' assets, the Debtors
have been working to diligently draft a successful exit from these
Chapter 11 proceedings. Among other things, the Debtors
established bar dates for general and administrative claims. The
Debtors also rejected certain contracts. The Debtors are currently
wrapping up certain outstanding matters, including the pursuit of
certain claims under Chapter 5 of the Bankruptcy Code. An
extension of the Exclusive Periods will provide the Debtors with a
meaningful opportunity to finalize and file a consensual plan.
Since the Petition Date, the Debtors have expended much time and
effort to minimize their cost of operations. The Debtors' efforts
to stabilize their businesses and to attend to vendor and customer
issues are ongoing, and the indirect costs of these cases, in terms
of internal time and resources, continues to be significant.
Accordingly, the complexity of the issues that the Debtors have had
to contend with -- and their efforts to date in that regard --
demonstrate that an extension of the Exclusive Periods is
appropriate.
The Debtors are paying their bills as they become due in the
ordinary course of business. Through prudent business decisions
and cash management, the Debtors have sufficient resources to meet
their required post-petition payment obligations, and are managing
their businesses effectively and preserving the value of their
assets for the benefit of creditors. Accordingly, this factor
militates in favor of an extension of the Exclusive Periods.
Because a number of unresolved contingencies still exist in the
Chapter 11 cases, an extension of the Exclusive Periods is
appropriate. The Debtors have been working to wrap up as many
unresolved contingencies as possible since the Exclusive Periods
were last extended. Certain contingencies, however, remain
unresolved. The Debtors are working to address certain claims held
by their estates under Chapter 5 of the Bankruptcy Code. The
limited extension of exclusivity sought here is appropriate to
allow events to unfold and to permit the Debtors to resolve these
contingencies in a timely fashion.
The Debtors' counsel can be reached at:
GELLERT SCALI BUSENKELL & BROWN, LLC
Michael Busenkell, Esq.
Shannon Dougherty Humiston, Esq.
1201 N. Orange Street, Suite 300
Wilmington, Delaware 19801
Tel: (302) 425-5800
Fax: (302) 425-5814
E-mail: mbusenkell@gsbblaw.com
shumiston@gsbblaw.com
Citadel Watford City Disposal Partners, L.P., et al., were engaged,
principally, in providing fluid management services to America’s
oil and gas producers including the safe, controlled disposal of
flowback and produced water.
The Debtors each filed for Chapter 11 bankruptcy protection on June
19, 2015. The Debtors' cases were jointly administered under
Bankr. D. Del. Case No. 15-11323.
COWBOYS FAR WEST: Taps Valbridge Property as Appraiser
------------------------------------------------------
Cowboys Far West, Ltd. seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire a real estate
appraiser.
The Debtor proposes to hire Paul Grafe of Valbridge Property
Advisors/Dugger, Canaday, Grafe, Inc. to conduct an appraisal of
its real property located in San Antonio, Bexar County, Texas.
The total fee for the appraisal report is $4,600. Mr. Grafe will
charge the Debtor $225 per hour for the preparation of litigation
support, and $275 per hour if required to testify.
In a court filing, Mr. Grafe disclosed that he has no connections
with the Debtor or any of its creditors.
The firm can be reached through:
Paul P. Grafe
Valbridge Property Advisors/Dugger,
Canaday, Grafe, Inc.
111 Soledad, San Antonio
Bexar, Texas 78205
About Cowboys Far West
Cowboys Far West, Ltd. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Texas Case No. 16-51419) on June 24,
2016. The petition was signed by Michael J. Murphy, president of
Cowboys Concert Hall-Arlington, Inc., general partner.
The case is assigned to Judge Ronald B. King.
At the time of the filing, the Debtor estimated its assets at $50
million to $100 million and debts at $1 million to $10 million.
CUSTOM STONE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Custom Stone Company, Inc.
2621 Quality Court
Virginia Beach, VA 23454
Case No.: 16-72508
Chapter 11 Petition Date: July 18, 2016
Court: United States Bankruptcy Court
Eastern District of Virginia (Norfolk)
Judge: Hon. Stephen C. St. John
Debtor's Counsel: Kelly Megan Barnhart, Esq.
ROUSSOS, GLANZER & BARNHART, PLC
580 E. Main St., Suite 300
Norfolk, VA 23510
Tel: 757-622-9005
Fax: 757-624-9257
E-mail: barnhart@rgblawfirm.com
- and -
Robert V. Roussos, Esq.
ROUSSOS, GLANZER & BARNHART, P.L.C.
580 E. Main Street, Suite 300
Norfolk, VA 23510
Tel: 757-622-9005
Fax: 757-624-9257
E-mail: roussos@rgblawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kenneth R. Sims, president.
A copy of the Debtor's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/vaeb16-72508.pdf
DESERT SPRINGS FINANCIAL: Taps Coldwell Banker as Broker
--------------------------------------------------------
Desert Springs Financial LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire a
real estate broker.
The Debtor proposes to hire Mike Radlovic of Coldwell Banker
Commercial-SC in connection with the sale of Ramon Towers located
in Cathedral City, California.
Mr. Radlovic will receive a 5% commission for his services,
according to court filings. The Debtor proposes to employ the
broker for 18 months.
In a court filing, Mr. Radlovic disclosed that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Mike Radlovic
Coldwell Banker Commercial-SC
3998 Inland Empire Blvd., Suite 400
Ontario, CA 91764
About Desert Springs Financial LLC.
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.
DESERT SPRINGS FINANCIAL: Taps Grobstein as Financial Advisor
-------------------------------------------------------------
Desert Springs Financial LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Grobstein Teeple LLP as its financial advisor.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
(a) assist in short-term cash management and liquidity
forecasting;
(b) assist in identifying cost reduction and operations
improvement opportunities;
(c) assist in potential asset sale;
(d) assist in the preparation of financial and other
information required by the court and the U.S. trustee;
(e) assist in the preparation of other financial information
to be used in the case on behalf of the Debtor;
(f) assist in the preparation of tax returns;
(g) prepare additional financial analysis, as needed, to
support business decisions;
(h) interface with creditor groups and their representatives,
in coordination with counsel to the Debtor and
management, to mitigate and remedy creditor claims; and
(i) assist in the preparation of a plan of reorganization.
The firm's professionals and their hourly rates are:
Partners/Directors Hourly Rates
------------------ ------------
Boffill, Kermith $250
Grobstein, Howard $425
Howard, Benjamin $350
Stake, Kurt $325
Teeple, Joshua $375
Managing Consultants Hourly Rates
-------------------- ------------
Crum, Kailey $235
Kaufman, Matthew $250
Lundeen, Brian $235
Roopenian, Steven $235
Shamas, Eddie $200
The hourly rate for Grobstein consultants ranges from $95 to $185
while the rate for administrators is $100 per hour.
Howard Grobstein, director of Grobstein Teeple, disclosed in a
court filing that the firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Howard B. Grobstein, CPA
Grobstein Teeple LLP
6300 Canoga Avenue, Suite 1500W
Woodland Hills, CA 91367
Phone: (818) 532-1020
Fax: (818) 532-1120
Email: hgrobstein@gtfas.com
Email: documents@gtfas.com
About Desert Springs Financial
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.
DVR LLC: Case Summary & 4 Unsecured Creditors
---------------------------------------------
Debtor: DVR, LLC
c/o Cordes & Company, Inc.
5299 DTC Blvd., Suite 815
Englewood, CO 80111-3329
Case No.: 16-17064
Chapter 11 Petition Date: July 18, 2016
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Joseph G. Rosania Jr.
Debtor's Counsel: Matthew T. Faga, Esq.
MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
1700 Lincoln St., Ste. 4550
Denver, CO 80203
Tel: 303-318-0120
Fax: 303-830-0809
E-mail: mfaga@markuswilliams.com
- and -
James T. Markus, Esq.
MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
1700 Lincoln St., Ste. 4550
Denver, CO 80203
Tel: 303-830-0800
Fax: 303-830-0809
E-mail: jmarkus@markuswilliams.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edward B. Cordes, authorized
representative.
A copy of the Debtor's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/cob16-17064.pdf
EAST JEFFERSON HOSP: S&P Alters Outlook to Neg & Affirms BB Rating
------------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'BB' long-term rating on Jefferson Parish Hospital
Service District No. 2, La.'s $155 million series 2011 hospital
revenue and refunding bonds, issued for the district doing business
as East Jefferson General Hospital (EJGH).
"The outlook revision reflects our view of EJGH's heightened
operating losses in fiscal years 2014 and 2015 along with some
weakening of unrestricted reserves," said S&P Global Ratings credit
analyst Suzie Desai.
EAST MAIN STREET: Wants Solicitation Period Extended to Sept. 16
----------------------------------------------------------------
East Main Street Building 57, LLC, asks the U.S. Bankruptcy Court
for the District of Massachusetts to extend through and including
Sept. 16, 2016, the time within which the Debtor has the exclusive
right to solicit and obtain approval of its Plan of Reorganization
The current period to obtain acceptances of the Plan expired on
July 15, 2016.
On March 29, 2016 Debtor filed its Disclosure Statement with
respect to Joint Plan of Reorganization of Framingham 300 Howard,
LLC, Forest Street Building 165, LLC and East Main Street Building
57, LLC, and the Joint Plan of Reorganization of Framingham 300
Howard, LLC, Forest Street Building 165, LLC, and East Main Street
Building 57, LLC, and subsequently amended the documents on June
14, 2016, and again on July 11, 2016. There is presently a hearing
on the adequacy of Debtor's Disclosure Statement, as amended,
scheduled for July 21, 2016.
The Debtor has a reasonable prospect for filing a viable plan as
there is presently a hearing scheduled on the adequacy of Debtor's
Disclosure Statement for July 21, 2016, and Debtor believes it has
resolved the various objections filed by the creditors and U.S.
Trustee in this case and confirmation of the Plan will be
obtainable in a short amount of time.
The Debtor's counsel can be reached at:
John M. McAuliffe, Esq.
McAuliffe & Associates, P.C.
430 Lexington Street
Newton, MA 02466
Tel: (617) 558-6889
E-mail: john@jm-law.net
Headquartered in Marlborough, Massachusetts, East Main Street
Building 57, LLC, owned the commercial real property located at 57
East Main Street, Westborough, Massachusetts. This property
consists of approximately 57,000 square feet.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-42224) on Nov. 18, 2015, estimating its assets at
between $1 million and $10 million and liabilities at between $10
million and $50 million. The petition was signed by David
Depietri, manager.
Judge Christopher J. Panos presides over the case.
John M. McAuliffe, Esq., at McAuliffe & Associates, P.C., serves as
the Debtor's bankruptcy counsel.
EASTERN MOUNTAIN: Completes Restructuring & Recapitalization
------------------------------------------------------------
Versa Capital Management, LLC, on July 19, 2016, announced the
formation of Eastern Outfitters, LLC, which will continue the
restructured and recapitalized operations of Eastern Mountain
Sports ("EMS") and Bob's Stores ("Bob's"). EMS and Bob's will
operate as business units of Eastern Outfitters, LLC, a new holding
company with over $400 million in annual multi-channel revenue that
will be headquartered in Meriden, Conn. with the senior management
team under the leadership of CEO Mark Walsh.
"[Mon]day is a new day for our customers, employees and partners,"
said Mark Walsh, CEO of Eastern Outfitters. "We move forward with
a focused strategy and strengthened capital structure that will
enable EMS and Bob's to prosper. The management team and I would
like to thank our trade and service partners for their unwavering
support and for recognizing the value of our brands and their
confidence in our strategic plan. We are excited to begin this new
chapter and the growth trajectory we have outlined for our
future."
Eastern Outfitters' brands will continue to focus on advancing
their leadership positions among their core demographic groups in
the Eastern and Mid-Atlantic regions. EMS is the second largest
U.S. multichannel retailer of human-powered outdoor sports apparel
and equipment with stores in the Northeastern and Mid-Atlantic
states. Bob's is a 60-year-old, award-winning Northeastern
retailer of value-oriented footwear, apparel and work wear. More
information about the two retailers is available
at www.ems.com and www.bobstores.com
"We are pleased that this transaction provides EMS and Bob's -- two
strong and growing retailers – the opportunity to continue
providing exceptional service to their loyal customer bases," said
Gregory L. Segall, Chairman and CEO of Versa. "We appreciate the
significant support the companies received from their trade
creditors. Their affirmation of the important positions EMS and
Bob's hold in their respective markets was a major catalyst for
this successful and accelerated restructuring.
"With an enhanced capital structure and healthy balance sheet, EMS
and Bob's now have the flexibility they need to prosper in the
current retail environment that rewards brands that offer unique
products with highly attentive customer service at attractive price
points. The Versa team and I look forward to continuing our close
collaboration with Mark Walsh and his leadership team to advance
Eastern Outfitters at every level."
About Versa Capital Management
Based in Philadelphia, Versa Capital Management --
http://www.versa.com/-- is a private equity investment firm with
more than $1.4 billion of assets under management focused on
control investments in special situations involving middle market
companies where value and performance growth can be achieved
through enhanced operational and financial management. Versa's
portfolio includes retailers Avenue Stores, Eastern Outfitters, and
The Wet Seal; performance fabric manufacturer Polartec; western
restaurant chain Black Angus Steakhouses; and manufacturers that
service a variety of industries.
EFRON DORADO: Wants Plan Filing Deadline Moved to Sept. 14
----------------------------------------------------------
Efron Dorado, S.E., asks the U.S. Bankruptcy Court for the District
of Puerto Rico to extend by 30 days from Aug. 15, 2016, through and
including Sept. 14, 2016, of the exclusive period for
Debtor to file the plan of reorganization in this case and from
Nov. 11, 2016, through Dec. 11, 2016, to seek acceptances of the
Plan.
Although substantial work has been done to accomplish the filing of
the Plan and disclosure statement, in order to present a feasible
and consensual plan of reorganization, the Court's disposition of
the following contested matters is necessary: (1) the contested
matter as to Puerto Rico Asset Portfolio 2013-1 International,
LLC's proof of claim number 2 and the objection thereto, and (2)
the contested matter as to the extent of PRAPI's alleged rights and
security interest in the rental income arising from the Shopping
Center operating under the name of Paseo Del Plata, located in
Dorado, Puerto Rico, whose resolution is necessary for a
determination of the nature of the plan and disclosure statement to
be filed.
Moreover, the Debtor is in the process of evaluating various
alternatives for financing, which will provide the feasibility to
its operations and to its Plan of Reorganization.
Accordingly, the Debtor requests that the Court (a) extends each of
the Current Plan Deadline and Current Solicitation Deadline as
stated above; and (b) prohibit any party, other than Debtor, from
filing a competing plan and soliciting acceptances of any competing
plan during the Extended Plan Deadline and the Extended
Solicitation Deadline.
The Debtor believes that the request is modest in light of the
circumstances and the additional time requested.
Following the Petition Date, Debtor's management focused on further
stabilizing the Debtor's business and responding to the
time-consuming demands that inevitably accompany the commencement
of three Chapter 11 cases, including responding to inquiries and
demands from creditors, depositions, utilities and other parties in
interest. The Debtor's management and professionals have worked to
ease the concerns of the parties.
The Debtor has worked to meet its Chapter 11 operating and
reporting requirements. The Debtor and its advisors have also
worked with the Office of the U.S. Trustee to provide requested
information and comply with the reporting requirements under the
Bankruptcy Code and the Bankruptcy Rules.
To terminate the Exclusive Periods at this point would deny Debtor
a meaningful opportunity to negotiate with creditors and propose a
confirmable plan and thus, would be against the purpose of Chapter
11.
Termination of the Exclusive Periods at this juncture would give
rise to the concomitant threat of multiple plans and a contentious
confirmation process. Such a process would undoubtedly lead to
needless litigation, resulting in administrative costs that would
result in diminishing the potential recovery to Debtor's creditors
and would delay Debtor's ability to confirm a plan of
reorganization in this case.
Given the potential adverse consequences for Debtor if the relief
requested herein is not granted, the requested extension of the
Exclusive Periods will not prejudice the legitimate interests of
any party in interest in this bankruptcy case. Instead, the
extension will further Debtor's efforts to preserve value and avoid
unnecessary and wasteful litigation.
The Debtor's counsel can be reached at:
CHARLES A. CUPRILL-HERNANDEZ
Charles A. Cuprill, P.S.C. Law Offices
356 Fortaleza Street, Second Floor
San Juan, PR 00901
Tel: (787) 977-0515
Fax: (787) 977-0518
E-mail: ccuprill@cuprill.com
About Efron Dorado Se
Efron Dorado Se, based in San Juan, Puerto Rico, filed for Chapter
11 bankruptcy protection (Bankr. D.P.R. Case No. 16-00283) on Jan.
20, 2016. The petition was signed by David Efron, partner.
Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law
Office,
serves as its bankruptcy counsel.
In its petition, the Debtor listed total assets of $33.2 million
and total debt of $15.2 million. According to the schedules, the
Debtor owns the shopping mall known as Paseo Del Plata Shopping
Center located in Dorado, Puerto Rico; a parcel of land consisting
of 80 Cuerdas, identified as Quintas De Dorado; and a parcel of
land consisting of 30 Cuerdas known as Hernandez Farm.
ENERGY FUTURE: TCEH Meeting With Prospective Lenders
----------------------------------------------------
According to a Form 8-K Report filed by Energy Future Holdings
Corp. and Energy Future Competitive Holdings Company LLC with the
Securities and Exchange Commission, beginning July 12, 2016, Texas
Competitive Electric Holdings Company LLC was slated to conduct
meetings with prospective lenders in connection with the
syndication of its $4.25 billion senior secured credit facilities.
A copy of the lender presentation slides is available at
https://is.gd/jaSsMV
There can be no assurance that the financing contemplated by the
Senior Credit Facilities will be completed.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases jointly
administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured
Creditors has been appointed in the case. The Committee represents
the interests of the unsecured creditors of only of Energy Future
Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas
Competitive Electric Holdings Company LLC; and EFH Corporate
Services Company, and of no other debtors. The Committee has
selected Morrison & Foerster LLP and Polsinelli PC for
representation in this high-profile energy restructuring. The
lawyers working on the case are James M. Peck, Esq., Brett H.
Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster
LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti
M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC.
* * *
In December 2015, the Bankruptcy Court confirmed the Debtors' Sixth
Amended Joint Plan of Reorganization. In May 2016, certain first
lien creditors of TCEH delivered a Plan Support Termination Notice
to the Debtors and the other parties to the Plan Support Agreement,
notifying the parties of the occurrence of a Plan Support
Termination Event. The delivery of the Plan Support Termination
Notice caused the Confirmed Plan to become null and void.
Following the occurrence of the Plan Support Termination Event as
well as the termination of a roughly $20 billion deal to sell the
Debtors' stake in Oncor Electric Delivery Co., the Debtors filed
the Plan of Reorganization and the Disclosure Statement with the
Bankruptcy Court on May 1, 2016. On May 11, they filed an amended
joint plan of reorganization and a related disclosure statement.
In June 2016, Judge Sontchi approved the disclosure statement
explaining Energy Future Holdings Corp., et al.'s second amended
joint plan of reorganization of the TCEH Debtors and the EFH Shared
Services Debtors, and scheduled the hearing to confirm the Plan to
start at 10:00 a.m. (prevailing Eastern Time) on August 17, 2016.
ENOR CORP: Selling Toy Business Assets to Imperial for $962K
------------------------------------------------------------
Judge Vincent F. Papalia, United States Bankruptcy Judge, at the
U.S. Bankruptcy Court for the District of New Jersey, Martin Luther
King, Jr. Federal Building and Courthouse, 50 Walnut Street, Third
Floor, Newark, New Jersey, on Aug. 2, 2016 at 10:00 a.m. will
convene a hearing to consider Enor Corp.'s motion to sell its Toy
Business assets to Imperial Toy LLC, subject to higher and better
offers.
Prior to and since the Petition Date, the Debtor, through its
principals, vigorously marketed the Purchased Assets for sale for
months preceding and subsequent to the Chapter 11 filing. While
certain parties expressed an interest, none were willing or able to
put together a legitimate offer in the time-frame required by the
Debtor given its liquidity constraints. Without a viable
third-party bidder before the Petition Date, the Debtor, subsequent
to the Petition Date, negotiated with Imperial for a commitment to
buy the Purchased Assets.
Since being retained by the Official Committee of Unsecured
Creditors, B. Riley has been unable to identify a higher and/or
better offer for the Purchased Assets.
Based upon its marketing efforts, the Debtor has successfully
negotiated an Asset Purchase Agreement dated July 8, 2016 by and
between the Debtor and Imperial Toy. The APA contains, inter alia,
the following pertinent terms:
(i) Property to be Sold includes all of the Debtor's rights in,
to and relating to the Toy Business including, but not limited to,
all equipment, inventory, proprietary rights, contracts,
books and records, ancillary materials, warranties, certain Article
5 avoidance actions, deposits and goodwill.
(ii) Purchase Price means the payment by Buyer to Debtor of the
sum of $962,000.
.
(iii) Holdback Amount: means $192,400, an amount equal to 20% of
the Purchase Price, consisting of the $75,000 Cash Deposit plus the
$117,400 Reserve.
(iv) No Financing Contingency: The Buyer is purchasing the
property in an "all cash" transaction without any mortgage
contingency.
(v) Closing: The Closing will take place on the first business
day, on which all of the conditions set forth in Section 9 of the
APA have been satisfied or waived, unless another time or date, or
both, are agreed to in writing by the Parties. The closing will
take place at the offices of the Buyer's attorney or at such other
place as the Parties may agree in writing.
About Enor Corp
Enor Corporation is a plastics manufacturer that originally focused
on the production of protective plastic sleeves and packaging for
use in hobbies, photographic storage and the storage
of collectible items. Enor operated out of two facilities, one in
New Jersey and one in South Carolina, which are owned by
affiliates.
Enor Corporation sought Chapter 11 protection (Bankr. D.N.J. Case
No. 15-32714) on Dec. 2, 2015. Judge Vincent F. Papalia is
assigned to the case. The petition was signed by Steven Udwin,
director.
The Debtor disclosed assets of $248,659 and $5.20 million in debt.
Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully, LLC,
serves as the Debtor's counsel.
On Dec. 18, 2015, the U.S. Trustee's office established an official
committee of unsecured creditors. On April 4, 2016, the Court
entered an order authorizing the Committee to retain B. Riley &
Co., LLC, as financial advisors.
No trustee has been appointed in the Chapter 11 case.
ESSAR STEEL: Seeks U.S. Recognition of Canadian Sale Order
----------------------------------------------------------
Essar Steel Algoma Inc., as foreign representative, for itself and
its affiliated debtors, asks U.S. Bankruptcy Court for the District
of Delaware to:
(i) recognize and give full force and effect to the Approval and
Visiting Order entered by the Canadian Court ("Canadian Sale
Order"); and
(ii) authorize and approve the sale of property used in
connection with Algoma's business that is located within the
territorial jurisdiction of the United States ("U.S. Assets") to
1076318 B.C. Ltd. ("Buyer"), and authorize the assumption and
assignment of the Assumed U.S. Contracts to the Buyer.
A hearing for the Motion is set for July 27, 2016 at 1:00 p.m.
(EDT). The objection deadline is July 20, 2016 at 4:00 p.m.
(EDT).
The proposed sale ("Sale") of substantially all of Algoma's
property and assets ("Purchased Assets") in accordance with the
terms and conditions of the Asset Purchase Agreement ("APA")
between Algoma Canada, Essar Steel Algoma Inc. USA ("Algoma U.S."
and together with Algoma Canada, "Selling Debtors"), and the
Canadian Sale Order represents the favorable culmination of a
comprehensive and robust Canadian Court-approved sale and
investment solicitation process ("SISP") conducted with the
assistance of Algoma's advisors, and under the supervision of the
Canadian Court and the Ernst & Young Inc. The SISP amassed
significant interest in Algoma's assets, and ultimately the Buyer
submitted the highest and best offer.
The material provisions of the APA and Canadian Sale Order,
contain, among others, the following:
i. Buyer: 1076318 B.C. Ltd.
ii. Purchased Assets: Sellers' right, title and interest in and
to, inter alia , the following assets comprising substantially all
of the Selling Debtors' business:
(a) Cash and Accounts Receivable, except to the extent
used to fund the Administrative Reserve;
(b) Inventory;
(c) Fixed Assets and Equipment;
(d) Assumed Contracts;
(e) Real Property used in or required for the Business,
including the Sellers' main facility located at 105 West St., Sault
Ste. Marie, Ontario; and
(f) Personal Property Leases, Real Property Leases and
Real Property Landlord Leases.
iii. Purchase Price: The purchase price payable to the Selling
Debtors for the Purchased Assets will be the total of:
(a) cash sufficient to pay the outstanding liabilities
under the DIP Facility in full, including exit fees, on the Closing
Date;
(b) a credit bid of the Term Loan debt on the Closing
Date, solely with respect to the Selling Debtors' working capital
assets (namely, Cash and Accounts Receivable, Prepaid Expenses and
Inventory), at the Closing Time; and
(c) the amount of the Accrued Liabilities.
The substantial majority of the assets to be sold are in Canada
and, thus, the Foreign Representative seeks the Court's recognition
and enforcement of the Canadian Sale Order with respect to such
assets. Certain of the assets to be sold pursuant to the APA
constitute U.S. Assets.
The U.S. Assets, excluding the In-Transit U.S. Assets, are
comprised mainly of (i) warehoused spare equipment used in the
steel production process, and (ii) steel inventory located in
certain storage and processing facilities in various locations
across the United States. Many of Algoma's customers are located in
the United States, and the Debtors regularly contract with third
parties to store or provide additional processing services in
advance of delivery to their U.S. customers. The Debtors estimate
that, as of June 30, 2016, approximately 10,000 net tonnes of steel
was located within the United States, all of which, along with the
spare equipment, is proposed to be transferred to the Buyer
pursuant to the APA.
In addition, the Selling Debtors are parties to a number of
executory contracts, including agreements with lenders, vendors,
and contractors, that are governed by the laws of the United States
or a jurisdiction located within the territory of the United States
("U.S. Contracts"). The U.S. Contracts include some of Algoma's
most integral agreements, including certain supply agreements.
Thus, assumption and assignment of the Assumed U.S. Contracts is
integral to the Sale.
Furthermore, the Foreign Representative will provide all
counterparties to the Assumed U.S. Contracts an opportunity to be
heard on the proposed treatment of their agreements, as all
counterparties will receive notice of, and have the opportunity to
object to, pursuant to the proposed Assumption and Assignment
Procedures.
The Foreign Representative believes that the Sale represents a
positive realization of value for Algoma's creditors and other
stakeholders. The Sale will allow Algoma to complete its
restructuring by September 2016, and permit Algoma's business to
operate as a going concern without the continued need for the DIP
Facility, which matures on Aug. 31, 2016 but may be extended to
Sept. 30, 2016.
The Sale allows Algoma to emerge from the CCAA Proceeding and these
chapter 15 cases at the ideal time, in advance of the autumn
inventory build-up, and prior to the expiry of the DIP Facility.
The Sale is the only actionable option available to the Debtors
that will allow the Algoma's business to operate as a going concern
without the continued need for the DIP Facility, and that provides
for the continued employment of all or substantially all of
Algoma's employees.
Attorneys for the Foreign Representative:
Mark D. Collins
Daniel J. DeFranceschi
Amanda R. Steele
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: collins@rlf.com
defranceschi@rlf.com
steele@rlf.com
- and -
Ray C. Schrock, P.C.
Matthew S. Barr
Kelly DiBlasi
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
E-mail: ray.schrock@weil.com
matt.barr@weil.com
kelly.diblasi@we.com
About Essar Steel
Headquartered in Sault Ste. Marie, Ontario, Canada, Essar Steel
Algoma Inc. is an integrated steel producer. Essar Steel operates
one of Canada's largest integrated steel manufacturing facilities.
Approximately 80% to 85% of ESA's sales are sheet products with
plate products accounting for the balance. For the 12 months
ending Dec. 31, 2013, ESA generated revenues of C$1.8 billion.
Robert J. Sandoval filed a petition under Chapter 15 of the U.S.
Bankruptcy Code for Essar Steel Algoma Inc., and its debtor
affiliates on July 16, 2014, following the companies' initiation of
a reorganization under Canada's Companies' Creditors Arrangement
Act. The lead case is Essar Steel Algoma Inc., Case No. 14-11730
(D. Del.).
The Chapter 15 case is assigned to Judge Brendan Linehan Shannon.
Essar Steel's counsel in the Chapter 15 case is Daniel J.
DeFranceschi, Esq., and Amanda R. Steele, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware.
EXOTICA ACADEMY: Wants Exclusive Plan Filing Extended by 60 Days
----------------------------------------------------------------
Exotica Academy, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend by 60 days the statutory
exclusive periods for filing and soliciting acceptances for a
Chapter 11 plan.
The Debtor's exclusive periods to file a plan and to solicit
acceptances for the plan currently expires July 18, 2016, and Sept.
16, 2016, respectively.
Since May 2016, the Debtor has timely made regular monthly interest
payments to its first mortgagee, Bank of the West, in an agreed
amount, to adequately protect the bank while pursuing a sale of its
property to a qualified buyer in an amount sufficient to pay the
first mortgage in full.
The Debtor says that sufficient cause exists to extend its
statutory exclusive periods to file the plan and disclosure
statement and to obtain the requisite acceptances of the Plan
based upon the Debtor's continuing efforts to pursue a sale of its
property while making timely monthly interest payments to its first
mortgagee to adequately protect its interest in the property.
The counsel for the Debtor can be reached at:
MANCUSO LAW, P.A.
Nathan G. Mancuso, Esq.
Boca Raton Corporate Centre
7777 Glades Road, Suite 100
Boca Raton, Florida 33434
Tel: (561) 245-4705
Fax: (561) 226-2575
E-mail: ngm@mancuso-law.com
Exotica Academy, Inc., owns a commercial building located at 6229
Miramar Parkway, Miramar, Florida, where it operated its hair
stylist training academy pre-petition. It filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 16-10749) on Jan.
19, 2016. The Debtor is represented by Nathan G. Mancuso, Esq., at
Mancuso Law, P.A.
FIDELITY & GUARANTY: S&P Keeps 'BB-' Rating on CreditWatch Dev.
---------------------------------------------------------------
S&P Global Ratings said that it is keeping its 'BBB-' long-term
counterparty credit and financial strength ratings on Fidelity &
Guaranty Life Insurance Co. and its related insurance subsidiary,
Fidelity & Guaranty Life Insurance Co. of New York (collectively
FGL) on CreditWatch with developing implications, where S&P
initially placed them on July 31, 2015. S&P is also keeping its
'BB-' long-term counterparty credit rating on Fidelity & Guaranty
Life Holdings Inc. on CreditWatch with developing implications.
The CreditWatch reflects S&P's currently limited information about
Anbang Insurance Group Co. Ltd.'s (Anbang) creditworthiness. "Once
FGL is wholly owned by Anbang, our ratings will factor in Anbang's
group credit profile, FGL's group status, and any other caps or
enhancements allowed by our rating methodology," said S&P Global
Ratings credit analyst Shellie Stoddard.
To resolve the CreditWatch, S&P will continue to work with FGL to
gain a better understanding of Anbang's creditworthiness. Anbang's
exceptionally fast growth and asset mix could put pressure on its
capitalization, and S&P believes the upside potential for FGL's
creditworthiness is less likely than a downside rating outcome.
Although financial information about Anbang's insurance
subsidiaries in China is publicly available, it is not sufficient
for S&P to draw conclusions surrounding the creditworthiness of the
consolidated Anbang Group.
The determination of FGL's group status with respect to Anbang will
require more knowledge of Anbang's overall strategy, commitment of
subsidiaries globally, and capitalization metrics. This is Anbang's
first acquisition in the U.S. insurance market, so it is very
unlikely that S&P would consider FGL core or highly strategic to
the overall group within the ratings horizon of at least two years,
based on FGL's product and geographic location with respect to
Anbang's portfolio of companies. Furthermore, FGL is very small
relative to Anbang's insurance subsidiaries, and there is no track
record from which to assess long-term support and commitment from
the parent.
The range of possible outcomes remains large, and there is
uncertainty in both directions. If Anbang's creditworthiness is
lower than FGL's, S&P would likely downgrade FGL to the group
level. On the upside, though currently less likely, S&P's rating
on FGL could not exceed a three-notch upgrade based on its group
rating methodology. The holding company will remain rated three
notches below the operating company.
S&P expects to resolve the CreditWatch placement once it assess
Anbang's creditworthiness. This may be before or after the
transaction closes. If, though unlikely, regulatory approvals are
denied, S&P will remove its ratings on FGL from CreditWatch and
revert to viewing FGL on a stand-alone basis.
FOREST STREET: Wants Solicitation Period Extended to Sept. 16
-------------------------------------------------------------
Forest Street Building 65, LLC, asks the U.S. Bankruptcy Court for
the District of Massachusetts to extend the period for the Debtor
to obtain acceptances of its Chapter 11 Plan through and including
Sept. 16, 2016.
The present period to obtain acceptances of the Plan expired on
July 15, 2016.
On March 29, 2016 Debtor filed its Disclosure Statement with
respect to Joint Plan of Reorganization of Framingham 300 Howard,
LLC, Forest Street Building 165, LLC and East Main Street Building
57, LLC, and the Joint Plan of Reorganization of Framingham 300
Howard, LLC, Forest Street Building 165, LLC and East Main Street
Building 57, LLC, and subsequently amended the documents on June
14, 2016, and again on July 11, 2016. There is presently a hearing
on the adequacy of Debtor's Disclosure Statement, as amended,
scheduled for July 21, 2016.
The Debtor is working with its senior secured lender, Santander
Bank, N.A., and has Santander's consent regarding the continued use
of cash collateral.
The Debtor's senior secured liens with Santander Bank, N.A., are
cross-collateralized with the entity, East Main Street Building 57,
LLC, and Framingham 300 Howard, LLC, which are also Chapter 11
Debtors in the Court. The Debtor and Santander have been
negotiating throughout the case and Debtor believes they have
resolved any outstanding issues.
The Debtor has been paying its debts as they become due.
The Debto's counsel can be reached at:
John M. McAuliffe, Esq.
McAuliffe & Associates, P.C.
430 Lexington Street
Newton, MA 02466
Tel: (617) 558-6889
E-mail: john@jm-law.net
Forest Street Building 165, LLC, owns the commercial real property
located at 165 Forest Street, Marlborough, Massachusetts. This
property consists of approximately 50,600 square feet. The Real
Property has four rental units. South Middlesex Opportunity
Council leases 12,650 square feet, Advanced Math and Science
Academy leases approximately 12,650 square feet and two units are
currently vacant. T-Mobile is also a lessee on the property with
an antenna on the roof.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-42221) on Nov. 18, 2015, estimating its assets at
between $1 million and $10 million and its liabilities at between
$10 million and $50 million. The petition was signed by David P.
Depietri, manager.
Judge Christopher J. Panos presides over the case.
John M. McAuliffe, Esq., at McAuliffe & Associates, P.C., serves as
the Debtor's bankruptcy counsel.
FRAMINGHAM 300: Wants Solicitation Period Extended to Sept. 16
--------------------------------------------------------------
Framingham 300 Howard, LLC, asks the U.S. Bankruptcy Court for the
District of Massachusetts to extend through Sept. 16, 2016, the
period to solicit and obtain approval of the Debtor's Plan of
Reorganization.
Presently the period during which the Debtor has the exclusive
right to obtain acceptances of the Plan expired on July 16, 2016.
On March 29, 2016, the Debtor filed its Disclosure Statement with
respect to Joint Plan of Reorganization of Framingham 300 Howard,
LLC, Forest Street Building 165, LLC, and East Main Street Building
57, LLC, and the Joint Plan of Reorganization of Framingham 300
Howard, LLC, Forest Street Building 165, LLC, and East Main Street
Building 57, LLC, and subsequently amended the documents on June
14, 2016, and again on July 11, 2016. There is presently a hearing
on the adequacy of Debtor's Disclosure Statement, as amended,
scheduled for July 21, 2016.
The Debtor is working with its senior secured lender, Santander
Bank, N.A., and has Santander's consent regarding the continued use
of cash collateral.
Although the Debtor does not believe that there are any other
parties interested in filing a competing Plan of Reorganization, as
a measure of caution, the Debtor is requesting this extension of
time.
The Debtor's senior secured liens with Santander Bank, N.A., are
cross-collateralized with the entity, East Main Street Building 57,
LLC, and Forest Street Building 165, LLC, which are also Chapter 11
Debtors in the Court. The Debtor and Santander have been
negotiating throughout the case and Debtor believes they have
resolved any outstanding issues.
Debtor has been paying its debts as they become due.
The Debtor's counsel can be reached at:
John M. McAuliffe, Esq.
McAuliffe & Associates, P.C.
430 Lexington Street
Newton, MA 02466
Tel: (617) 558-6889
E-mail: john@jm-law.net
Framingham 300 Howard, LLC, filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 15-42232) on November 19, 2015, and disclosed $0 to
$50,000 in estimated assets and $1 million to $10 million in
estimated debts at the time of filing. A list of the Debtor's six
largest unsecured creditors is available for free at
http://bankrupt.com/misc/mab15-42232.pdf
GAWKER MEDIA: Judge Denies Lawsuit Shield for Nick Denton
---------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported that Gawker Media LLC founder and Chief Executive Nick
Denton appears to be headed for bankruptcy after a federal judge
declined to shield him from a legal battle with former wrestler
Hulk Hogan and his billionaire backer.
According to the report, during a hearing in Manhattan, U.S.
Bankruptcy Judge Stuart Bernstein denied Gawker's request to extend
chapter 11's litigation shield to its founder, who isn't currently
in bankruptcy. The judge said the company had failed to show that
a personal bankruptcy filing by Mr. Denton would cause "imminent,
irreparable harm" to the business he founded in his apartment in
2002, the report related.
The ruling is a blow to Mr. Denton, who says he can't pay his share
of a $140 million invasion-of-privacy judgment handed down earlier
this year in favor of Terry Bollea, the wrestler's real name, the
report further related. The judgment, which is being appealed, led
Gawker to file for chapter 11 protection last month, the report
said.
Mr. Denton has already hired bankruptcy lawyers with a $200,000
loan from Gawker, made shortly before it filed for bankruptcy, the
report noted. A personal bankruptcy could open a new window into
his finances and subject him to creditor investigations, the report
said. Mr. Denton said he has only two significant assets: his
Manhattan apartment and his 30% stake in Gawker, the report 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.
Gawker sought bankruptcy protection after being ordered to pay
$140.1 million in connection with an invasion of privacy lawsuit
arising from publication of a report and commentary and
accompanying sex video involving Terry Gene Bollea.
New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker
Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. --
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides
over the Debtors' cases.
Affiliates Gawker Media Group, Inc. and Budapest, Hungary-based
Kinja, Kft. filed separate Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 16-11719 and 16-11718) on June 12, 2016.
The cases are jointly administered.
Gregg M. Galardi, Esq., David B. Hennes, Esq. and Michael S.
Winograd, Esq., at Ropes & Gray LLP serve as counsel to the
Debtors. William Holden at Opportune LLP serves as Gawkers' chief
restructuring officer. Houlihan Lokey Capital, Inc. serves as the
Debtors' investment banker. Prime Clerk LLC serves as claims,
balloting and administrative agent.
Houlihan Lokey was retained by the Debtors on May 16, 2016, to
explore the possibility of a sale of all or substantially all of
the Debtors' assets, with the goal of maximizing return to the
Debtors' estates in the event of a possible chapter 11 filing.
The Debtors estimated $50 million to $100 million in assets and
$100 million to $500 million in liabilities.
The U.S. trustee for Region 2 on June 24 appointed three creditors
of Gawker Media LLC and its affiliates to serve on the official
committee of unsecured creditors. The committee members are Terry
Gene Bollea, popularly known as Hulk Hogan, Shiva Ayyadurai, and
Ashley A. Terrill.
GOLDEN MARINA: Hires MPI's Hyman as Real Estate Advisors
--------------------------------------------------------
Golden Marina Causeway, LLC and L. Investment Properties, LLC, seek
authorization from the U.S. Bankruptcy Court for the Northern
District Illinois to employ Millennium Properties R/E, Inc., and
Daniel J. Hyman, a Wisconsin real estate broker, as real estate
advisors and agents.
Lawrence "Larry" Fromelius and Investment Properties filed for
relief under Chapter 11 of the Bankruptcy Code, on June 29, 2015.
Golden Marina filed a Chapter 11 petition on February 5, 2016.
Both Investment Properties and Golden Marina are operating as
debtors on possession.
Larry is the sole member of two limited companies: L. Fromelius
Investment Properties and East Greenfield Investors LLC. East
Greenfield, which is not in bankruptcy, is the sole member of
Golden Marina.
The Debtors require Mr. Hyman with the assistance of MPI to:
a. meet with the Debtors to ascertain Debtor's goals,
objectives, and financial parameters and, if appropriate, to set
the pricing for the marketing of the Real Properties;
b. help the Debtors analyze and value competing offers nd
helping the Debtors determine the Offer or Offers that represent
the highest and best of the Real Properties;
c. provide testimony, either live or through affidavit, in
Bankruptcy Court in connection with the Debtors' efforts to obtain
approval to sell one or more of the Real Properties;
d. design a comprehensive marketing package, create a teaser
(both physical and digital), create and produce a high-quality
postcard, make recommendations for placement of print advertisement
and digital advertisement, prepare and send mass e-mails to
internal database and assist in conduction any auctions for any of
the Real Properties;
e. work with local brokers to assist in facilitating the
disposition of the Real Properties;
f. negotiate the terms of the sale of the Real Properties at
the Debtors' direction and on the Debtors' behalf; and
g. compile, at the Debtors' expense, any written information
with respect to the Real Properties reasonably requested by the
Debtors and to use commercially reasonable efforts to market and
sell the Real Properties.
The Debtors and MPI agreed to these compensation terms:
a. sale of Golden Marina Property
Upon the sale of the Debtors' Greenfield Properties,
MPI's commission will depend upon the amount of the
Gross Sale Proceeds and whether all of the entities
that become Qualified Bidders at an Auction are on
Exhibit D to the Agreement.
i. if the Gross Sale Proceeds from the sale of
the Golden Marina Property are between $0 to
$4,000,000, then MPI's commission will be
capped at $100,000.
ii. if the Gross Sales Proceeds from the sale of
the Golden Marina Property are between
$4,000,001 and $6,800,000, then MPI will
receive the $100,000 Base Commission and
12.5% of the amount in excess of $4,000,000,
subject to an aggregate cap of $350,000. Thus,
for example, if the Gross Sale Proceeds are
$5,000,000 then MPI will receive $100,000 plus
12.5% of $1,000,000, or $125,000, for a total
commission of $225,000. If the Gross Sale
Proceeds are $6,800,000, then MPI commission
will be limited to 12.5% of $2,800,000 (e.g.,
the difference between $6,800,000 and
$4,000,000), or $350,000.
iii. if the Gross Sales Proceeds exceed $6,800,000,
the amount of the commission depends upon
whether the only bidders at the subject auction
are on Exhibit D to the Agreement (i.e., they
submitted an Existing Offer prior to June 29,
2016):
-- if one or more of the qualified bidders at
the auction is an entity that is not on
Exhibit D to the Agreement (identifying
Existing Offers), MPI's commission will be
5% of the Gross Sales Proceeds more than
$6,800,000. Thus, if the purchase price is
$8,000,000, then MPI will receive a
$400,000 commission.
-- if all of the qualified bidders at the
auction are entities on Exhibit D to the
Agreement (identifying Existing Offers),
then MPI's commission will be capped at
$350,000. Thus, if the purchase price in
this circumstance is $8,000,000, then MPI
will only receive a $350,000 commission.
b. Commission for Sale of other Properties
MPI shall be entitled to 5% of the Gross Sale Proceeds
from the sale of any property other than the Greenfield
Properties.
c. Gross Sale Proceeds
"Gross Sale Proceeds" means the aggregate cash
consideration received by any of the Debtors at any
time in consideration of the sale of any of the Real
Properties whether at closing or thereafter, subject
to the tail described in the Agreement.
Daniel J. Hyman, President of Millennium Properties R/E, Inc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Millennium Properties R/E, Inc., may be reached at:
Daniel J. Hyman
Millennium Properties R/E, Inc.
200 W Madison St.
Chicago, IL 60606
Phone: 312-338-3000
Fax: 312-264-0540
About Golden Marina Causeway
Golden Marina Causeway LLC owns two parcels of real estate, located
at 302 and 311 East Greenfield Avenue in Milwaukee,
Wisconsin. The parcel at 311 E. Greenfield consists of 47 acres
and the smaller parcel at 302 E. Greenfield is approximately 1
acre.
Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 15-22373) on June 29, 2015. L. Fromelius Investment
Properties LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 15-22943) on July 2,
2015. Golden Marina Causeway LLC filed for relief under Chapter 11
(Bankr. N.D. Ill. Case No. 16-03587) on Feb. 5, 2016.
Mr. Fromelius is the sole member of Investment Properties. He is
also the sale member of East Greenfield Investors LLC, which in
turn is the sole member of Golden Marina Causeway LLC.
GOODMAN AND DOMINGUEZ: Wants Plan Filing Deadline Moved to Aug. 31
------------------------------------------------------------------
Goodman and Dominguez, et al., ask the U.S. Bankruptcy Court for
the Southern District of Florida to extend the Debtors' exclusive
right to file a plan of reorganization from Aug. 1, 2016, to and
including Aug. 31, 2016; and (b) extending the time during which
the Debtors will have the exclusive right to solicit acceptances of
the plan from Sept. 29, 2016, to and including Oct. 31, 2016.
A hearing on the Debtors' request is set for July 26, 2016.
The Official Committee of Unsecured Creditors supports the Debtors
requested extensions.
These cases are complex, involving four Debtors with operations
spanning various states in the U.S. and Puerto Rico with hundreds
of creditors and thousands of customers. As of the Petition Date,
the Debtors also employed over 608 employees.
The Debtors submit that they are paying their postpetition
obligations in a timely fashion. The Debtors have been managing
their business effectively and preserving the value of their assets
for the benefit of all creditors.
The Debtors continue to engage in meaningful discussions and
negotiations with their landlords regarding lease modifications and
rent reduction which will greatly enhance the Debtors operations
and reorganization efforts, and have successfully reached agreement
on a significant number of lease modifications. The Debtors need
additional time to finalize these negotiations as part of the plan
process so the relevant leases and modifications can be assumed in
conjunction with a confirmed reorganization plan.
The Debtors and the Committee have been working consensually, and
the Debtors have been responding to various requests from the
Committee for financial information and projections that will form
the basis of the negotiations over the terms of the reorganization
plan, including the distributions to be made to the holders of
allowed unsecured claims. The Debtors and Committee are hopeful
that detailed plan negotiations, which will start shortly, will
conclude successfully and will enable the Debtors and the Committee
to be coproponents of the reorganization plan. It is the goal of
the Debtors and Committee to file a jointly proposed disclosure
statement and plan.
The Debtors' counsel can be reached at:
Peter D. Russin, Esq.
Joshua W. Dobin, Esq.
MELAND RUSSIN & BUDWICK, P.A.
3200 Southeast Financial Center
200 South Biscayne Boulevard, Ste 3200
Miami, Florida 33131
Tel: (305) 358-6363
Fax: (305) 358-1221
E-mail: prussin@melandrussin.com
jdobin@melandrussin.com
Goodman and Dominguez, Inc. -- dba Traffic, Traffic Shoe, Goodman
& Dominguez, Inc., Traffic Shoes, and Traffic Shoe, Inc. -- is a
retailer headquartered in Medley, Florida. It operates 83 stores
in malls across nine states and Puerto Rico. It also sells its
teen fashion products at http://www.trafficshoe.com/
Goodman and Dominguez, Inc, et al., filed Chapter 11 petitions
(Bankr. S.D. Fla. Case No. 16-10056) on Jan. 4, 2016. Judge
Robert A Mark presides over the case. Lawyers at Meland Russin &
Budwick, P.A., represent the Debtors.
In its petition, Goodman and Dominguez estimated $1 million to $10
million in both assets and liabilities. The petition was signed
by David Goodman, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb16-10056.pdf
GRAYN COMPANY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grayn Company, a California corporation
4530 Seville Avenue
Vernon, CA 90058
Case No.: 16-19478
Chapter 11 Petition Date: July 18, 2016
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Sheri Bluebond
Debtor's Counsel: William H Brownstein, Esq.
WILLIAM H. BROWNSTEIN & ASSOCIATES,
PROFESSIONAL CORPORATION
11755 Wilshire Bl Ste 1250
Los Angeles, CA 90025-1540
Tel: 310-458-0048
Fax: 310-576-3581
E-mail: Brownsteinlaw.bill@gmail.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Vicente A. Cortez, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb16-19478.pdf
HAJ INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: HAJ, Inc.
dba Christenson Oil
PO Box 10424
Portland, OR 97296
Case No.: 16-32787
Chapter 11 Petition Date: July 18, 2016
Court: United States Bankruptcy Court
District of Oregon
Judge: Hon. Randall L. Dunn
Debtor's Counsel: John Carten Rothermich, Esq.
GARVEY SCHUBERT BARER
121 SW Morrison Street, 11th Floor
Portland, OR 97204
Tel: (503) 228-3939
E-mail: jrothermich@gsblaw.com
Total Assets: $2.79 million
Total Liabilities: $1.72 million
The petition was signed by Lawrence W. Lesniak, CEO.
A copy of the Debtor's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/orb16-32787.pdf
HERCULES OFFSHORE: Common Stock Delisted from Nasdaq
----------------------------------------------------
The Nasdaq Stock Market, Inc., removed from listing the common
stock of Hercules Offshore, Inc., effective at the opening of the
trading session on July 15, 2016. Based on review of information
provided by the Company, Nasdaq Staff determined that the Company
no longer qualified for listing on the Exchange pursuant to Listing
Rules 5101, 5110(b), and IM-5101-1. The Company was notified of
the Staffs determination on June 6, 2016. The Company did not
appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the Company
became final on June 15, 2016.
About Hercules Offshore
Hercules Offshore, Inc., and its debtor and non-debtor
subsidiaries
are providers of shallow-water drilling and marine services to the
oil and natural gas exploration and production industry globally.
Hercules Offshore and 13 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. D. Del. Lead Case No. 16-11385) on
June 5, 2016. The petitions were signed by Troy L. Carson, the
vice president. The Debtors listed total assets of $1.06 billion
and total debt of $521.37 million as of March 31, 2016.
The Debtors have hired Akin Gump Srauss Hauer & Feld LLP as general
bankruptcy counsel and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel. The Debtors tapped PJT
Partners LP as their investment banker; FTI Consulting, Inc. as
their financial advisor; and Prime Clerk LLC as their
administrative advisor.
Andrew Vara, acting U.S. trustee for Region 3, on June 21, 2016,
appointed Archer Capital Management LP and two others to serve on
the committee of equity security holders in the Chapter 11 case of
Hercules Offshore, Inc.
* * *
The Bankruptcy Court rescheduled the hearing for Aug. 10, 2016, at
10:00 a.m. (ET) to consider approval of the adequacy of the
disclosure statement of the Debtors, and confirm their joint
prepackaged Chapter 11 plan. Objections to the confirmation of the
plan, if any, must be filed no later than 4:00 p.m. (ET) on July
27, 2016.
The confirmation hearing was originally set for July 14, 2016.
HYPNOTIC TAXI: Wants Solicitation Period Extended to Sept. 13
-------------------------------------------------------------
Hypnotic Taxi LLC, et al., ask the U.S. Bankruptcy Court for the
Eastern District of New York to extend to Sept. 13, 2016, the
exclusive period during which he Debtors may solicit acceptances to
their First Amended Joint Plan of Reorganization.
A hearing on the Debtors' request is set for July 27, 2016, at 4:00
p.m. Objections to the Debtors' request must be filed by July 22,
2016.
Pursuant to the court order dated Jan. 19, 2016, the Debtors'
exclusive periods to file a Chapter 11 plan and seek acceptances
and rejections thereof expire on March 18, 2016, and May 17, 2016,
respectively. The Debtors filed the Plan ahead of the March 18,
2016 filing deadline, and the period for soliciting acceptances and
rejections to that Plan is currently July 16, 2016. On July 13,
2016, the Debtors filed the first amended Plan, with a continued
hearing on the related disclosure statement scheduled for July 27,
2016.
The Debtors require a further extension of the exclusive period to
allow them to move forward with approval of the Disclosure
Statement and confirmation of the Plan. The Debtors
submit that solicitation within the current Exclusive Period is
impossible as it expires July 15, and that a further 60-day
extension is appropriate under the circumstances.
The Debtors' counsel can be reached at:
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP
Fred Stevens, Esq.
Stephanie R. Sweeney, Esq.
200 West 41st St., 17th Floor
New York, New York 10036
Tel: (212) 972-3000
Fax: (212) 972-2245
E-mail: fstevens@klestadt.com
ssweeney@klestadt.com
About Hypnotic Taxi
Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on
July 22, 2015. The petition was signed by Evgeny Freidman as sole
and managing member.
The Debtors are either limited liability companies or corporations
organized under the laws of the State of New York. The Debtors
maintain an office at 330 Butler Street, Brooklyn, New York 11217.
The Debtors each own either two or three New York City Medallions
issued by the New York City Taxi and Limousine Commission ("TLC")
and related Taxi Vehicles. The Debtors collectively own 46
Medallions and Taxi Vehicles.
Klestadt Winters Jureller Southard & Stevens LLP serves as the
Debtors' counsel. Judge Carla E. Craig presides over the case.
The Debtors each own either two or three medallions issued by the
New York City Taxi and Limousine Commission that permit taxi
services to be performed by the Debtors.
Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total
liabilities of $2,825,401 as of the Petition Date.
The U.S. Trustee for Region 2 appointed three creditors to serve on
the official committee of unsecured creditors. The Committee
tapped White & Williams LLP as counsel and EisnerAmper as its
accountants and financial advisors.
IE TEST LLC: Exclusive Plan Filing Deadline Extended to Sept. 30
----------------------------------------------------------------
The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey has extended, at the behest of IE Test, LLC,
the exclusive periods of time within which only the Debtor may file
a plan of reorganization through Sept. 30, 2016, and the time
within which only the Debtor may solicit acceptances of the plan
through Nov. 28, 2016.
As reported by the Troubled Company Reporter on June 24, 2016, Pat
Cupo, the sole member of the Debtor, said he has instructed the
Debtor's attorneys to begin drafting a plan of reorganization and
related disclosure statement. "Notwithstanding, because of my busy
work schedule, and the fact that from time to time I have to be
sequestered at a customer who performs sensitive government
contract work which does not allow for any communications with me
during that period of time, it may be that the task of drafting,
executing, and filing the anticipated plan of reorganization and
related disclosure statement may not occur by the current
expiration of exclusivity," Mr. Cupo stated.
Headquartered in Fairfield, New Jersey, IE Test, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No.
15-32425)
on Nov. 30, 2015, listing $1.09 million in total assets and $2.25
million in total liabilities. The petition was signed by Patrick
Cupo. Judge Vincent F. Papalia presides over the case. Jay L.
Lubetkin, Esq., and Barry J. Roy, Esq., at Rabinowitz Lubetkin &
Tully, L.L.C., serve as the Debtor's bankruptcy counsel.
INTERGEN NV: S&P Lowers CCR to 'B' on Weakening Finc'l. Measures
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on InterGen
N.V. to 'B' from 'B+' and revised the outlook to stable from
negative. At the same time, S&P lowered the rating on InterGen's
senior secured debt to 'B' from 'B+'. The '3' recovery rating is
unchanged, and indicates that S&P estimates that lenders could
expect meaningful (50% to 70%; lower half of the range) recovery if
a payment default occurs.
The downgrade stems from deterioration in financial metrics over
the past several years, a loss of distributions from major assets,
and diminished asset diversity.
Over the past few years, Intergen's asset diversity has decreased
due to the loss of distributions from key assets. Intergen's
Netherlands-based power plant MaasStroom is no longer making
distributions due to an adverse contract renegotiation with
off-taker Centrica. S&P had previously forecast nearly $20 million
per year of distributions from the project to the parent; however,
the loss of in-the-money contracted revenues and high level of
project-level debt (more than EUR300 million) have, in S&P's
opinion, permanently curtailed distributions from this key asset.
Overall, Intergen's EBITDA fell about $10 million short of S&P's
expectations, largely from the loss of MaasStroom distributions but
offset somewhat by better than expected performance of the Mexican
assets.
Australia-based coal plant Callide was filed into bankruptcy in
June 2016 as a result of contractual disagreements with the coal
provider and subsequent underperformance of the plant. While
Intergen owned only a 25% stake in the asset and S&P Global Ratings
had assumed no distributions, S&P considers the loss in asset
diversity to be negative to credit. Netherlands-based plant
Rijnmond was also filed into bankruptcy and subsequently sold to a
third party. While each of these assets is project-financed and
non-recourse to Intergen, S&P considers the loss of large
distributions from MaasStroom and loss of asset diversity in the
portfolio to be credit negative. S&P assess the quality of
distributions and overall business risk profile as fair.
The stable outlook on InterGen N.V. reflects S&P's view that
Intergen's assets will continue to perform adequately and make
uninterrupted distributions to the parent. S&P expects cash flows
to remain firmly in the highly leveraged category with debt/EBITDA
in excess of 7x and FFO/debt below 6% on a sustained basis.
IRIS BUILDING: Taps Jeffrey M. Rosenblum as Legal Counsel
---------------------------------------------------------
Iris Building Corp. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Jeffrey M. Rosenblum,
P.C. as its legal counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
(a) analyze the financial situation of the Debtor;
(b) negotiate with the Debtor's bank to obtain post-petition
financing arrangements;
(c) prepare and file legal documents;
(d) represent the Debtor at meetings with its creditors;
(e) advise the Debtor with respect to its powers and duties;
(f) take necessary action to avoid liens against the Debtor's
property;
(g) appear before the court and represent the Debtor in all
matters pending before the court.
(i) negotiate with creditors in working out a plan of
arrangement and take the necessary legal steps in order
to culminate the plan;
(j) appear before various taxing authorities in order to work
out a plan to pay taxes owing them in installment
payments; and
(k) assist in negotiation and documentation concerning
the Debtor's loans.
The firm's professionals and their hourly rates are:
Jeffrey Rosenblum $425
Associates/ Counsel $350 - $395
Paralegal $200
Mr. Rosenblum disclosed in a court filing that the firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Jeffrey M. Rosenblum, Esq.
Jeffrey M. Rosenblum, P.C.
98 Cutter Mill Road, Suite 384N
Great Neck, New York 11021
Phone: (516) 829-4700
About Iris Building
Iris Building Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-22764) on June 2,
2016.
IRMA MONTENEGRO: Selling Reno Property to Alltec for $119K
----------------------------------------------------------
Irma Montenegro asks the U.S. Bankruptcy Court for the District of
Nevada to authorize the sale of real property located at 2955
Tierra Verde East, Reno, Nevada, to Alltec NV Corp. for $119,000.
The sale of the Property will result in payment of all commissions,
fees, escrow, and title charges as customary pursuant to the
agreement contained in the Seller's Settlement Statement.
All liens and encumbrances on the Property will be paid as listed
on the Preliminary Title report.
Attorney's fees, in the amount of $4,000 will be paid from escrow.
The net balance due to the Debtor will be turned over to the
attorney for the Debtor in trust to be used to complete payment of
Debtor's Plan obligations, including administrative, secured and
priority debt as required by Debtor's confirmed Plan with any
excess funds to be turned over to the Debtor.
The Debtor's confirmed Plan allows unsecured creditors, Class 3, a
total payment of 10% or $24,000, whichever is lesser. The Debtor's
unsecured debt totals $270,491. In this case, 10% is lesser,
providing for payments to unsecured creditors totaling
0.08872752966 cents on the dollar. The Debtor will satisfy all
unsecured debts from the funds received from the sale of the
property.
The Debtor's liquidation value, as indicated in the Disclosure
Statement, is $3,100. The Debtor is paying 10% to unsecured
creditors based on her disposable income and projected 5-year cash
flow. The Debtor's financial condition has not improved or changed
since confirmation of the case. Modification to the Plan to
increase the dividend to unsecured creditors is therefore not
practical. For the foregoing reasons, the Debtor requests that the
Court exercise its discretion to grant the Debtor a Chapter 11
discharge, subject to paying the value of secured claims as stated
in the Plan and subject to filing of the Debtor's Certificate of
Compliance with Conditions Related to Entry of Chapter 11
Individual Discharge.
A copy of the Residential Offer and Acceptance Agreement, Seller's
Settlement Statement, Escrow Instructions, and Preliminary Title
Report attached to the Motion is available for free at:
http://bankrupt.com/misc/I_Montenegro_140_Sale_M.pdf
About Irma Montenegro
Irma Montenegro sought Chapter 11 protection (Bankr. D. Nev. Case
No. 11-24194) on Sept. 6, 2011. The case was confirmed on Sept.
21, 2012, and administratively closed on Dec. 4, 2012. The Chapter
11 bankruptcy was reopened on June 15, 2016.
Attorney for the Debtor:
Thomas E. Crowe, Esq.
THOMAS E. CROWE PROFFESIONAL LAW CORP.
2830 S. Jones Blvd., Ste. 3
Las Vegas, NV 89146
Telephone: (702) 794-0373
J&C OILFIELD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: J&C Oilfield Rentals, LLC
P.O. Box 1472
West Monroe, LA 71294
Case No.: 16-80783
Chapter 11 Petition Date: July 18, 2016
Court: United States Bankruptcy Court
Western District of Louisiana (Alexandria)
Judge: Hon. John W. Kolwe
Debtor's Counsel: Bradley L. Drell, Esq.
GOLD, WEEMS, BRUSER, SUES & RUNDELL
POB 6118
Alexandria, LA 71307-6118
Tel: (318) 445-6471
E-mail: bdrell@goldweems.com
Total Assets: $686,347
Total Liabilities: $2.90 million
The petition was signed by Joey Nugent, authorized representative.
A copy of the Debtor's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/lawb16-80783.pdf
JADECO CONSTRUCTION: Proposes to Auction Equipment and Vehicles
---------------------------------------------------------------
Jadeco Construction Corp. filed with the U.S. Bankruptcy Court for
the Eastern District of New York a motion to sell certain of its
equipment and vehicles at a public sale to the highest or best
bidder pursuant to Sections 363(a), (b), (f) and (m) of the
Bankruptcy Code.
A hearing will be held on Aug. 8, 2016 at 1:30 p.m. before the
Honorable Robert E. Grossman, U.S. Bankruptcy Judge, at the Alfonse
M. D'Amato U.S. Courthouse, 290 Federal Plaza, Courtroom 860,
Central Islip, New York.
The Debtor is exercising sound business judgment by selling
substantially all of its assets since it has ceased operating.
On June 6, 2016, this Court entered an order approving the Debtor's
retention of Koster Industries as the Debtor's auctioneer to assist
the Debtor in its sale of the Assets. The Debtor submits that
selling the Assets at this time is in the best interest of the
Debtor's and its creditors.
Gold Coast Bank has asserted Liens on all of the Assets. Komatsu
Financial and Mercedes-Benz Financial have also asserted Liens on
certain of the Assets. Any liens will attach to the net proceeds
of the sale in order of priority. The Debtor believes that Gold
Coast Bank, the largest secured creditor, supports the sale of the
Assets.
In this liquidating Chapter 11 case, the Debtor is hoping to pay
its creditors through its prosecution of the action against
Smithtown and the public auction sale of its equipment and
vehicles.
About Jadeco Construction
Jadeco Construction Corp. is a New York corporation which has been
engaged in the business of providing labor, material and services
for asphalt and concrete paving for roadwork, curbs and sidewalks.
Its customers have generally been municipalities, including the
town of Smithtown. It has worked under contracts with Smithtown
since it was founded in 1994.
Jadeco sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D.N.Y. Case No. 16-71508) on April 6, 2016, as a result
of Smithtown's failure to pay the Debtor. The petition was signed
by Jacinto Dealmeida, president. The case is assigned to Judge
Robert E. Grossman.
The Debtor is represented by Joel M. Shafferman, Esq., at the
Shafferman & Feldman LLP.
The Debtor estimated assets of $0 to $50,000 and debt of $1 million
to $10 million.
Since the filing of its petition, the Debtor has continued in the
management and control of its business and property as
debtor-in-possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code. No trustee or examiner has been appointed in the
Debtor's case. No creditors' committee has been appointed.
KIMBERLY BROWN: Selling Sundance Property for $700K
---------------------------------------------------
Kimberly Gregory Brown asks the U.S. Bankruptcy Court for the
District of Utah to authorize the sale of a parcel of real estate
located at Lot 7 Sundance Rec. Resort Plot D a.k.a. 9271 N. Mile 23
Road, Sundance, Utah, to Andy Goddard for $700,000.
A copy of the Real Estate Purchase Contract for Land and ALTA
Settlement Statement attached to the Motion is available for free
at http://bankrupt.com/misc/K_Brown_26_Sale_M.pdf
Pursuant to the proposed ALTA Settlement Statement, realtor fees,
closing costs, liens, assessments and other required costs of sale
must be retired as part of the transaction. The Debtor requests
approval of payment of all such fees, costs and liens.
There are no proceeds beyond the costs and liens set forth ALTA
Settlement Statement, thus, the Debtor will not be receiving any
proceeds.
The sale of this property will substantially reduce the claim of
Toyota Financial Services, the first lien holder. All parties
benefit from a reduction in Toyota's unsecured deficiency claim.
Attorneys for the Debtor:
Brian D. Johnson
BRIAN D. JOHNSON, P.C.
290 25th St. Suite 208
Ogden, UT 84401
Telephone: (801) 394-2336
- and -
Roger A. Kraft
ROGER A. KRAFT, ATTORNEY AT LAW, P.C.
7660 S. Holden St
Midvale, UT 84047
Telephone: (801) 255-8550
Kimberly Gregory Brown sought Chapter 11 protection (Bankr. D. Utah
Case No. 16-23742) on May 2, 2016. Roger A. Kraft, Esq., at Roger
A. Kraft, Attorney at Law, P.C., serves as the Debtor's counsel.
LIGHTSTREAM RESOURCES: Clash of Funds Redefines Distress Debt Swap
------------------------------------------------------------------
Rebecca Penty and Jodi Xu Klein, writing for Bloomberg News,
reported that in theory, the "distress" in distressed debt is
supposed to refer to the issuer, rather than the investor, but
that's not the case for Jason Mudrick.
According to the report, the chief investment officer at Mudrick
Capital Management LP is sending distress signals about the firm's
holdings in unsecured debt of Lightstream Resources Ltd. As things
stand, those holdings would be almost wiped out by a rescue plan
designed to cut debt by $904 million for the Canadian oil producer,
the report related.
The plan pits Mudrick's $1.3 billion hedge fund against some of the
world's biggest distressed-debt investors at Apollo Global
Management LLC and Blackstone Group LP's GSO Capital, who he said
negotiated the plan privately with management to get majority
ownership, the report further related.
These conflicts, the report pointed out, are becoming more frequent
as junk-bond defaults hover at the highest levels in six years,
spurring companies to work out deals that avoid bankruptcy.
Smaller bondholders that started out in senior positions are
finding themselves frozen out of talks and pushed toward the back
of the line for repayment when a company becomes distressed and
turns to investors with deeper pockets, the report said. Holders
have also disputed restructurings this year at Cliffs Natural
Resources Inc., Vanguard Natural Resources LLC and Chesapeake
Energy Corp., the report further pointed out.
About Lightstream Resources
Lightstream Resources Ltd. is an oil and gas exploration and
production company focused on light oil in the Bakken and Cardium
resource plays.
* * *
The Troubled Company Reporter, on June 20, 2016, reported that S&P
Global Ratings said it lowered its long-term corporate credit
rating on Lightstream Resources Ltd. to 'D' (default) from 'CCC-'.
At the same time, S&P Global Ratings lowered its issue-level
rating
on Lightstream's senior unsecured notes to 'D' from 'C'. The '6'
recovery rating is unchanged and indicates S&P's expectation of
negligible (0%-10%) recovery in a default scenario.
"The downgrade reflects Lightstream's decision not to make an
interest payment on its 9.875% senior secured notes due June 15,
2019, and our belief that the company will not make this payment
before the 30-day grace period ends," said S&P Global Ratings
credit analyst Michelle Dathorne. S&P expects Lightstream will
likely restructure its debt under bankruptcy protection or a
similar scenario.
LIGHTSTREAM RESOURCES: Moody's Lowers CFR to C, Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Lightstream Resources Ltd.'s
Corporate Family Rating to C from Ca, Probability of Default Rating
(PDR) to C-PD/LD from Ca-PD. Lightstream's other ratings are
unchanged and the outlook is negative.
This action follows the company's announcement that it did not make
the interest payment due on its 9.875% US$650 million senior
subordinated notes (unrated) due 2019 following the expiration of
the 30-day grace period with respect to its June 15, 2016 scheduled
payment date. The "LD" designation will remain in place until
clarity over the resolution of the missed interest payment
develops.
Downgrades:
Issuer: Lightstream Resources Ltd
Probability of Default Rating, Downgraded to C-PD /LD from Ca-PD
Corporate Family Rating (Foreign Currency), Downgraded to C from
Ca
RATINGS RATIONALE
On July 13 2016, Lightstream announced that it had received a
preliminary interim order from the Court of Queen's Bench of
Alberta to initiate proceedings with a proposed debt for equity
exchange. The preliminary interim order included a stay,
prohibiting holders of the secured and unsecured notes from
accelerating default. Lightstream also entered into a forbearance
agreement with its lenders under its revolving credit facility.
Moody's treats the missed interest payment on the senior secured
notes beyond the 30-day grace period as a Default, even if there is
a stay and forbearance.
Lightstream's C CFR reflects that the company is in default, with
little prospect for recovery of principal or interest, and Moody's
expectation that the company will restructure its debt or file for
creditor protection in 2016. The company will not have enough
funds to cover its basic requirements in 2016 due to a significant
reduction in its borrowing base revolver that led to a shortfall.
Moody's also expects very high leverage (debt to EBITDA around 20x)
in 2016, low EBITDA to interest coverage (about 0.5x), declining
reserves and production (a decline of about 20% in 2016 due to
underinvestment).
The SGL-4 rating reflects weak liquidity. As of July 13, 2016,
Lightstream had about C$26 million of cash and C$371 million drawn
under its C$250 million revolving credit facility. The shortfall
must be repaid by July 31, 2016. Moody's expects negative free
cash flow of about C$90 million through 2016, which Lightstream
cannot fund. Moody's also expects a covenant breach under its
senior secured to EBITDA covenant by the end of 2016. Alternate
liquidity is limited as all of the assets are pledged under the
revolver and second lien notes.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the senior unsecured notes are rated C, in-line with the CFR.
The negative outlook reflects the likelihood of additional default
including missed interest payments or a debt restructuring.
The probability of default rating could be downgraded if
Lightstream files for protection or undertakes a debt
restructuring.
Lightstream is a Calgary, Alberta-based oil and gas exploration and
production company that owns producing light oil resources in the
Saskatchewan Bakken formation and the Cardium formation in central
Alberta.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
LINN ENERGY: Alternative Settlement Agreement Order Date Extended
-----------------------------------------------------------------
The Alternative Settlement Agreement Order Date in the settlement
agreement entered into by Linn Energy, LLC, Linn Energy Finance
Corp. and all of the Company's material subsidiaries, other than
Berry Petroleum Company, LLC, with certain holders of the Issuers'
$1.0 billion of outstanding 12% Senior Secured Second Lien Notes
due 2020 and Delaware Trust Company, as successor trustee and
collateral trustee, has been extended to November 15, 2016, from
July 25.
On April 4, 2016, Linn Energy, Linn Energy Finance Corp. and all of
the Company's material subsidiaries, other than Berry Petroleum
Company, LLC, entered into a settlement agreement with certain
noteholders and Delaware Trust Company, as successor trustee and
collateral trustee. The Settlement Agreement was executed by the
Settling Holders, which collectively held more than two-thirds of
the outstanding principal amount of the Notes.
The Settlement Agreement provided that the Trustee, Collateral
Trustee and Settling Holders would retain the right to assert
certain claims and defenses in the event that the Alternative
Settlement Agreement Order was not entered by the Bankruptcy Court
on or before July 25, 2016 -- the Alternative Settlement Agreement
Order Date.
On July 12, 2016, the Issuers, Guarantors, Trustee, Collateral
Trustee and Settling Holders collectively holding more than
two-thirds of the outstanding principal amount of the Notes entered
into a First Amendment to Settlement Agreement. The First
Amendment extends the Alternative Settlement Agreement Order Date
to November 15, 2016, and additionally provides that the Trustee,
Collateral Trustee and Settling Holders would also retain the right
to assert those certain claims and defenses if the motion to
approve the Alternative Settlement Agreement Order is not filed by
September 8, 2016.
A copy of the First Amendment to Settlement Agreement, dated as of
July 12, 2016, is available at https://is.gd/FvAZ0q
The Noteholders are:
* Elliott Management Corporation, as investment manager on
behalf of certain funds and accounts,
* FRANKLIN ADVISERS, INC., as investment manager on behalf of
certain funds and accounts,
* J.P. MORGAN SECURITIES LLC*, with respect to only its Credit
Trading Group, and
* Oaktree Capital Management, L.P., as Agent and Investment
Manager on behalf of certain investors.
J.P. Morgan may be reached through:
J.P. Morgan Securities LLC
Credit Trading Group
277 Park Avenue, 11th Floor
Mail Code: NY1-L204
New York, NY 10172
Fax: 212-270-4074
Attention: Jeff Panzo
E-mail: Jeffrey.L.Panzo@JPMorgan.com
About Linn Energy
Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies. Each of
Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 16-60040) on May 11, 2016. The petitions were
signed
by Arden L. Walker, Jr., chief operating officer of LINN Energy.
The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Jackson Walker
L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial
advisor,
AlixPartners as restructuring advisor and Prime Clerk LLC as
claims, notice and balloting agent.
Judge David R. Jones presides over the cases.
The Office of the U.S. Trustee has appointed five creditors of Linn
Energy LLC to serve on the official committee of unsecured
creditors.
Counsel to the Official Committee of Unsecured Creditors are:
John P. Melko, Esq.
David S. Elder, Esq.
Sharon M. Beausoleil, Esq.
GARDERE WYNNE SEWELL LLP
2000 Wells Fargo Plaza
1000 Louisiana Street
Houston, TX 77002
Telephone: (713) 276-5500
Facsimile: (713) 276-5555
E-mail: jmelko@gardere.com
delder@gardere.com
sbeausoleil@gardere.com
- and -
Mark I. Bane, Esq.
Keith H. Wofford, Esq.
Peter L. Welsh, Esq.
James A. Wright III, Esq.
Adam M. Harris, Esq.
ROPES & GRAY LLP
1211 Avenue of the Americas
New York, NY 10036-8704
Telephone: (212) 596-9000
Facsimile: (212) 596-9090
E-mail: mark.bane@ropesgray.com
keith.wofford@ropesgray.com
james.wright@ropesgray.com
Counsel for Wilmington Trust Company, as Indenture Trustee:
Michael D. Warner, Esq.
COLE SCHOTZ P.C.
301 Commerce Street, Suite 1700
Fort Worth, TX 76102
Telephone: (817) 810-5250
Facsimile: (817) 977-1611
E-mail: mwarner@coleschotz.com
- and -
Nicholas J. Brannick, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
E-mail: nbrannick@coleschotz.com
LORAL SPACE: Dismissal of Phil Ivaldy's Suit Affirmed
-----------------------------------------------------
The United States Court of Appeals, Federal Circuit, affirmed the
decision of the United States Court of Federal Claims dismissing
Phil Ivaldy's complaint against the United States for lack of
subject matter jurisdiction.
The appellate court found that Ivaldy's takings claim is based
solely on alleged errors in the bankruptcy court and district court
decisions, and the claims court does not possess jurisdiction to
entertain them.
The appellate court also held that the claims court likewise does
not possess jurisdiction to entertain Ivaldy's remaining claims
because they are not tied to money-mandating sources of law.
The case is PHIL IVALDY, American Shareholder Rights Loral
Stockholder Protective Committee, Plaintiff-Appellant, v. UNITED
STATES, Defendant-Appellee, No. 2016-1350 (Fed. Cir.).
A full-text copy of the appellate court's July 7, 2016 ruling is
available at https://is.gd/BSm5YN from Leagle.com.
Defendant-Appellee is represented by:
Cameron Cohick, Esq.
Benjamin C. Mizer, Esq.
Robert E. Kirschman, Jr.
Martin F. Hockey, Jr.
UNITED STATES DEPARTMENT OF JUSTICE
Civil Division
Commercial Litigation Branch
1100 L Street, N.W., 8th Floor
Washington, DC 20530
Tel: (202)307-6288
Fax: (202)514-8640
LUCA INTERNATIONAL: Confirms Chapter 11 Plan of Reorganization
--------------------------------------------------------------
Houston-based Luca International Group LLC and its affiliates
confirmed a Chapter 11 Plan of Reorganization on July 18, 2016.
The U.S. Bankruptcy Court for the Southern District of Texas
approved the restructuring that allows Luca to pay creditors and to
establish a liquidating trust to pursue claims. To accomplish
this, all creditors worked together to resolve issues related to
M&M lien claims, an SEC lawsuit, and issues surrounding sales
proceeds from the company's assets. In addition, this was one of
the rare cases where an equity committee was appointed.
"We are pleased that the creditors of Luca worked together to
confirm this plan for the benefit of all stakeholders," said
Loretta Cross, Chief Restructuring Officer of the twelve Luca
debtors and a Managing Director with Stout Risius Ross, Inc. "This
complex case was difficult because all parties felt like they had
been misled by the prior management. My biggest job was to get all
parties to realize there would be a better outcome for everyone if
we found a consensual solution." In the end, all classes of
creditors voted in favor of the plan.
Luca International Group LLC, an independent upstream energy
company with properties in Louisiana and Texas, filed for
protection under Chapter 11 on August 6, 2015 in response to
multiple lawsuits stemming from allegations of fraud and breach of
contract. The SEC alleges that the former CEO of Luca, Bingqing
Yang, knew that the company was earning no profits and sinking
under a mountain of debt, yet she made presentations to investors
portraying a successful oil and gas operation with millions of
barrels of oil reserves and billions of cubic feet in gas reserves.
Loretta Cross was appointed Chief Restructuring Officer to lead
the restructuring efforts. Under Ms. Cross's direction
post-petition financing was secured, the assets were sold, and
claims were investigated.
An essential part of the Plan is the formation of a Trust that will
pursue litigation. The Trustee will be Randy Williams of Thompson
& Knight.
The parties were represented by Ed Rothberg and Brendetta Scott
from Hoover Slovacek LLP (for Luca International Group and eleven
affiliates); John Melko of Gardere Wynne Sewell LLP (for the
post-bankruptcy lenders); Elizabeth M. Guffy and Phil Eisenberg of
Locke Lord, LLP (for the Official Equity Committee) and John Yun
and Sonia Chae from the SEC. Ms. Loretta Cross and John
Baumgartner from Stout Risius Ross served as the financial advisor
and CRO of the Debtors.
About Stout Risius Ross
SRR -- http://www.SRR.com/-- is a global advisory firm
specializing in Investment Banking, Valuation & Financial Opinions,
and Dispute Advisory & Forensic Services. It serves a range of
clients from Fortune 500 corporations to privately held companies
in numerous industries around the world.
SRR is a trade name for Stout Risius Ross, Inc. and Stout Risius
Ross Advisors, LLC, a FINRA registered broker-dealer and SIPC
member firm.
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.
MAGNOLIA BREWING: Seeks to Hire Greenberg as Tax Accountant
-----------------------------------------------------------
Magnolia Brewing Company, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
Greenberg & Greenberg as its tax accountant.
The Debtor tapped the firm to prepare its income tax returns and
K-1s, including the tax return for McLean Breweries, Inc., which
had been merged with the Debtor in 2015.
Greenberg will receive a flat fee of $8,500 for its services.
The firm does not hold or represent any interest adverse to the
Debtor, and is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
About Magnolia Brewing
Magnolia Brewing Company LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Cal. Case No. 15-31480) on Nov.
30, 2015. The petition was signed by Dave McLean, managing
member.
The Debtor owns and operates a 30-barrel production brewery located
at 3rd and 22nd in San Francisco, California, which was first
opened in 2014, as well as an adjacent restaurant, Smokestack. The
Debtor also owns the Magnolia Pub and Brewery located at Haight and
Masonic in San Francisco as a result of the Debtor's acquisition of
those assets from McLean Breweries, Inc., pursuant to a merger
between the Debtor and McLean, which occurred in January 2015.
Before the merger, the Debtor and McLean had common management and
a number of common employees and substantially similar ownership.
The Debtor's beer is sold at both of its restaurants and to over
250 draft beer accounts in the San Francisco Bay Area.
The Debtor is represented by Ron Bender, Esq., and John-Patrick M.
Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P. The case
is assigned to Judge Dennis Montali.
The Debtor estimated both assets and liabilities in the range
of $1 million to $10 million.
The Office of the United States Trustee formed the Official
Committee of Unsecured Creditors on Dec. 7, 2015.
MAX EXPRESS: Wants Exclusivity Period Extended to Sept. 29
----------------------------------------------------------
Max Express, Inc., asks the U.S. Bankruptcy Court for the Central
District of California to extend the exclusivity period from Aug.
13, 2016, to at least until Sept. 29, 2016.
A hearing on the Debtor's request is set for Aug. 10, 2016, at 2:00
p.m.
To file a plan and disclosure statement, enough time needs to pass
to (1) allow Debtor to establish a history of financial performance
after its change in business model from independent contractor
truck drivers to hourly employee truck drivers and utilize the new
model to assess profitability and provide projections supporting
feasibility of any proposed plan; and (2) to allow Debtor to
resolve any objections to any of the filed claims, if it 10 has
any. While Debtor expects to be able to file a plan and disclosure
statement by Sept. 29, 2016, the Debtor will be unable to file a
plan and disclosure statement before the expiration of the
exclusivity period on Aug. 13, 2016, which, pursuant to Fed. R. of
Bankr. P. 9006(a)(1)(c), is continued to Aug. 15, 2016, the next
day that is not a Saturday, Sunday, or legal holiday. Given the
circumstances of the Debtor's bankruptcy case, cause exists to
extend the exclusivity period.
The Debtor's bankruptcy case presents complex issues of employment
law that must be considered when resolving the claims brought by
the Debtor's drivers. As of July 1, 2016, three of Debtor's
drivers have filed proofs of claim, and it is possible that more of
Debtor's drivers file proofs of claim. Once the bar date passes,
the Debtor will need 30 days to evaluate the legitimacy of the
claims and determine whether Debtor has any objection to the
claims. The Debtor expects the claim objections to be resolved
within 45 days after the objections are filed. These claims should
be adjudicated by the bankruptcy court prior to the filing of a
Plan and Disclosure Statement.
A creditor's committee was appointed on June 13, 2016. This recent
occurrence means Debtor will seek to work with the Committee to
resolve its concerns, as well as work toward consensual resolution
of this case.
Because the Committee was recently appointed, the Debtor will need
time to work with the Committee and negotiate a plan of
reorganization. While the Debtor has converted its employment
model, enough time needs to pass to allow Debtor to utilize the new
model and assess profitability and provide projections supporting
feasibility of any proposed Plan.
The Debtor is making good faith progress toward reorganization.
The Debtor has converted to its new employment model, which is
essential to its reorganization. In addition, Debtor is working
with the newly-appointed Committee to provide the Committee with
all the information it has requested.
The Debtor is paying its bills as they become due. This is
reflected in Debtor's Monthly Operating Reports.
The Debtor's six month projections show that the Debtor is
currently profitable and is likely to remain profitable. This
profitability can likely be used to fund a Plan and effectively
reorganize. Therefore, Debtor has demonstrated reasonable
prospects for filing a viable plan.
The Debtor is making progress toward negotiating with its
creditors. Because the Committee was recently appointed, the
Committee has requested several documents from Debtor. The Debtor
is in the process of providing the Committee with all of the
requested information. Therefore, this factor also supports an
extension of the exclusivity period.
Approximately three months has elapsed since Debtor filed its
petition. The bar date has not passed thus the Debtor is in the
early stages of its bankruptcy.
The Debtor says it is seeking an extension of the exclusivity
deadline to allow it sufficient time to resolve any objections to
proofs of claim, and assess its profitability under the new
employment model to adequately propose a plan of reorganization.
Further, extending the exclusivity period keeps administrative
costs down so that the Committee does not prematurely present a
competing Plan and Disclosure Statement. The Debtor hopes it and
the Committee can work together to consensually agree to Plan
terms.
There are several unresolved contingencies because three of the
Debtor's drivers have filed proofs of claim which Debtor must
analyze and determine if it has objections to the claims. If the
Debtor has any objections to the claims, the objections must be
resolved before Debtor can propose a plan of reorganization. These
proofs of claim make up the majority of the Debtor's claims, and
therefore, their resolution is essential to formulating a Plan and
Disclosure Statement.
About Max Express
Max Express, Inc., is a trucking company located in Carson,
California that provides trucking services throughout the western
United States. It has approximately 30 trucks and 37 employees,
including the truck drivers and principals of the Debtor. The
Debtor currently rents real property located at 22420 S. Alameda 10
Street, Carson, CA 90810, for the premises used as its place of
business.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 16-14868) on April 15, 2016. The
petition was signed by Richard Mo, secretary. The case is assigned
to Judge Deborah J. Saltzman. The Debtor estimated both assets and
liabilities in the range of $1 million to $10 million.
MCK MILLENNIUM: Building Lease with Fight Club Chicago Approved
---------------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, authorized MCK
Millennium Centre Retail, LLC, to execute a lease with Fight Club
Chicago, LLC.
The lease between MCK, as landlord, and Flight Club, as tenant,
pertains to the portion of the mixed use building located at 33
West Ontario Street, Chicago, Illinois, comprised of approximately
27,777 square feet. The lease will have a term of 11 years.
The Court also ordered that the Debtor's Operating Budget under the
Final Cash Collateral order is amended only to the extent to allow
the Debtor to perform its obligation under the lease.
Flight Club can be reached at:
FLIGHT CLUB CHICAGO, LLC
c/o Alan Cichon
90 West Blackthorn Lane
Lake Forest, Illinois 60045
Flight Club's attorneys:
BRONSON & KAHN LLC
150 North Wacker Drive, Suite 1400
Chicago Illinois 60606
Attn: Harlan Kahn
E-mail: hkahn@bronson-kahn.com
Debtor's Real Estate Counsel:
Michael Kraft
KRAFT LAW OFFICE
E-mail: mike@mkraftlaw.com
A copy of the Retail Lease attached to the Order is available for
free at:
http://bankrupt.com/misc/MCK_114_Sale_Ord.pdf
About MCK Millennium Centre
MCK Millennium Centre Realty, LLC, filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and
disclosed $16.2 million in assets and $9.50 million in liabilities
as of the Petition Date. The Debtor is represented by Jonathan D.
Golding, Esq., and Richard N. Golding, Esq., at The Golding Law
Offices, P.C. The Debtor hired Kraft Law Office as its special
real estate counsel. Lender MLMT 2005 MKB2 Millennium Centre
Retail LLC is represented by Leslie A. Bayles, Esq., and Donald A.
Cole, Esq., at Bryan Cave LLP.
METCOM NETWORK: Hires Steven Sutton as Litigation Counsel
---------------------------------------------------------
Metcom Network Services, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of New York to employ the Law
Office of Steven R. Sutton as special litigation counsel to the
Debtor.
Metcom Network requires Sutton to:
(a) represent the Debtor, as debtor-in-possession, in its
collection efforts to obtain due and owing payment (and if
necessary to commence litigation against) N+ Systems LLC,
which is occupying space which is being leased by the
Debtor under an oral co-location agreement and commence and
prosecute litigation against 60 Hudson Owner LLC, Robert
Getreu, N+ Systems LLC and its principal, Peter Feldman,
for tortious interference as against Debtor for tortious
interference with prospective economic advantage and
tortious interference with prospective business
relationships, etc.; and
(b) perform other further legal services for the Debtor
which may be necessary herein.
In a Declaration filed with the Bankruptcy Court, Mr. Sutton said:
-- Prior to the Filing Date, the Sutton Firm received an
aggregate retainer of $45,000 for services rendered or to be
rendered. In accordance with its billing practices in both
bankruptcy and non-bankruptcy matters, the Sutton Firm will bill
the Debtor monthly at its normal hourly rates for services rendered
and disbursements in-curred, subject to the approval of the Court.
Ackerman Fox and the Sutton Firm periodically raise their hourly
rates, usually in January of every year, and reserve their
respective rights to do so in this case.
-- The normal hourly rates for Neil Ackerman is $400, of
counsel hourly rates vary between $150 and $250 depending on
experience and expertise, and paralegal hourly rates are $200.00.
-- The Sutton Firm intends to apply to the Court for allowance
of compensation for professional services rendered and
reimbursement of expenses incurred as special litigation counsel in
this chapter 11 case, in accordance with applicable provisions of
the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
Local Bankruptcy Rules, and orders of this Court.
Sutton will be paid a retainer in the amount of $48,000.
Sutton will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Sutton, owner of the Law Office of Steven R. Sutton, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Sutton can be reached at:
Steven R. Sutton, Esq.
LAW OFFICE OF STEVEN R. SUTTON
630 3rd Ave, 15th Fl.
New York, NY 10017
Tel: (212) 696-0090
About Metcom Network
Metcom Network Services, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11870) on June 28,
2016. The petition was signed by Mark DuMoulin, Sr., president. At
the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
MEXICAN PETROLEUM: Posts MXN62.01- Bil. Net Loss in Mar. 31 Quarter
-------------------------------------------------------------------
Mexican Petroleum filed with the Securities and Exchange Commission
its quarterly report on Form 6-K disclosing a net loss of MXN62.01
billion on MXN224.99 billion of total sales for the three-month
period ended March 31, 2016, compared to a net loss of MXN100.55
billion on MXN279.50 billion of total sales for the same period in
the prior year.
As of March 31, 2016, the Company had MXN1.82 trillion in total
assets, MXN3.22 trillion in total liabilities and a total
stockholders' deficit of MXN1.39 trillion.
The company said it has experienced recurring losses from its
operations and has negative working capital and negative equity,
which raises substantial doubt regarding its ability to continue as
a going concern.
A full-text copy of the report is available for free at:
https://is.gd/tCbjLc
Based in Colonia Veronica Anzures, Mexico, Mexican Petroleum, also
known as Petroleos Mexicanos, engages in the exploration,
exploitation, refining, transportation, storage, distribution, and
sale of crude oil, natural gas, and derivatives of petroleum and
natural gas in Mexico. It explores and produces crude oil and
natural gas in the northeastern and southeastern regions of Mexico
and offshore in the Gulf of Mexico; converts crude oil into
gasoline, jet fuel, diesel, fuel oil, asphalts, and lubricants, as
well as distributes and markets these products in Mexico; and
processes wet natural gas to obtain dry natural gas, liquefied
petroleum gas, and other natural gas liquids.
MRMS PROPERTY MANAGEMENT: Hires Tamposi as Counsel
--------------------------------------------------
MRMS Property Management, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of New Hampshire to employ The
Tamposi Law Group, P.C. as counsel to the Debtor, nunc pro tunc to
June 14, 2016.
Tamposi will render services to the Debtor related to (1) the plan
and disclosure statement; (2) motions for relief, if any; (3)
assumption/rejection of executory contracts; (4) turnover,
fraudulent transfer, preference actions and other avoidance and/or
subordination actions including lender liability actions, if any;
(5) other litigation; and (6) all other matters necessary and
proper for the representation of the Debtor in this case.
Tamposi will be paid at these hourly rates:
Attorneys/Paralegal $125-$335
Tamposi will be paid a retainer in the amount of $10,000. Tamposi
will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Peter N. Tamposi, shareholder of the law firm The Tamposi Law
Group, P.C., assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Tamposi can be reached at:
Peter N. Tamposi, Esq.
THE TAMPOSI LAW GROUP, P.C.
159 Main Street
Nashua, NH 03060
Tel: (603) 204-5513
E-mail: Peter@thetamposilawgroup.com
About MRMS Property Management
MRMS Property Management, LLC, based in Hudson, NH, filed a Chapter
11 petition (Bankr. D.N.H. Case No. 16-10880) on June 14, 2016. The
Hon. Bruce A. Harwood presides over the case. Peter N. Tamposi, at
The Tamposi Law Group, P.C., as bankruptcy counsel.
In its petition, the Debtor listed $450,000 in assets and $1.09
million in liabilities. The petition was signed by Elisha Badeau,
manager.
MURRAY ENERGY: Working with Investment Banks on Debt Relief
-----------------------------------------------------------
Jessica Dinapoli, writing for Reuters, reported that Murray Energy
Corp [MUYEY.UL], one of the largest privately held U.S. coal
miners, is working with investment banks to renegotiate terms of
its credit agreements in a bid to stave off bankruptcy, people
familiar with the talks said.
According to the report, the talks underscore the industry's
challenges as governments have curbed the use of coal at power
plants, and natural gas and other fuels have become cheaper.
Murray Energy, based in St. Clairsville, Ohio, is working with
Goldman Sachs Group Inc and Deutsche Bank AG on negotiating relief
from creditors, the report related, citing the people, who asked
not to be named because the deliberations are confidential.
Murray Energy, which has about $3 billion of debt, is urging
lenders to loosen a rule in their credit agreements concerning the
amount of debt the company owes as a function of its profits, the
report further cited the people as saying.
* * *
The Troubled Company Reporter, on May 3, 2016, reported that
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Murray Energy Corp. to 'CCC+' from 'SD'. The
outlook is negative.
NEWARK DOWNTOWN CENTER: Taps Bricker & Eckler as Co-Counsel
-----------------------------------------------------------
Newark Downtown Center, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Ohio to hire Bricker
& Eckler LLP.
Bricker & Eckler will serve as co-counsel with Morrow Gordon & Byrd
Ltd., another firm tapped by the Debtor as its legal counsel in
connection with its Chapter 11 case. The services to be provided
by Bricker & Eckler include:
(a) advise the Debtor with respect to its powers and duties;
(b) attend meetings and negotiate with representatives of
creditors and other parties;
(c) take all necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on
its behalf;
(d) prepare legal papers and a plan of reorganization;
(e) represent the Debtor in connection with obtaining post-
petition financing and exit financing;
(f) advise the Debtor in connection with any potential sales
of assets; and
(g) appear before the bankruptcy court and any appellate
courts.
The firm's professionals who will represent the Debtor and their
discounted hourly rates are:
Professionals Normal Rate Discounted Rate
------------- ----------- ---------------
David Whittaker $420 $350
Jessica Branner $220 $200
David Whittaker, Esq., a partner at Bricker & Eckler, disclosed in
a court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David M. Whittaker, Esq.
Bricker & Eckler LLP
100 South Third Street
Columbus, OH 43215
Phone: (614) 227-2355
Fax: (614) 227-2390
Email: dwhittaker@bricker.com
About Newark Downtown Center
Newark Downtown Center, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Ohio Case No. 16-50893) on
February 17, 2016.
NFP CORP: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings said that it assigned its 'B' corporate credit
rating to NFP Parent Co. LLC. At the same time, S&P affirmed its
'B' corporate credit rating on core subsidiary NFP Corp. S&P also
revised its recovery rating on NFP Corp.'s senior secured credit
facilities to '3H' (indicating a meaningful [50%-70%] recovery in
the upper half of the range) from '3L' (indicating a meaningful
recovery [50%-70%] in the lower half of the range) and affirmed
S&P's '6' recovery rating on its unsecured senior notes, resulting
in its affirming its issue-level ratings.
NFP Parent Co. LLC is the parent of NFP Corp. and the entity where
the group's financial statements reside. NFP Corp. is the primary
operating subsidiary, the issuer of the debt, and is considered
core to the parent, so S&P's ratings on these companies are linked.
The ratings reflect what S&P considers to be NFP"s fair business
risk profile and highly leveraged financial risk profile.
"The stable outlook on NFP reflects our expectation that the
company will be able to maintain steady profitability, including a
slight improvement in EBITDA margins to the 20% range during the
next 12 months, reflecting a more-profitable business mix resulting
from the sale of its advisory services business," said S&P Global
Ratings credit analyst Neal Freedman. S&P also expects the company
to make strategic acquisitions and to focus on recurring revenues
as a way to expand revenues in 2016 and 2017.
S&P may lower its ratings by one notch during the next 12 months if
leverage and coverage deteriorate as a result of a more-aggressive
financial policy, or if the company experiences a decline in
earnings, resulting in sustained leverage of more than 7.5x and
coverage of less than 2.0x. This could occur if NFP takes on
additional debt for acquisitions or other corporate activity or if
the company's earnings deteriorate as a result of the loss of key
clients or carrier relationships.
Upgrade potential for NFP is limited during the next 12 months
because of S&P's assessment of its financial risk profile as highly
leveraged. However, if the company is able to reduce leverage to
5.0x or less and maintain coverage in excess of 3.0x on a
sustainable basis, S&P may consider raising its rating.
NORDIC INTERIOR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nordic Interior, Inc.
56-01 Maspeth Avenue
Maspeth, NY 11378
Case No.: 16-43163
Chapter 11 Petition Date: July 18, 2016
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Nancy L Kourland, Esq.
Sanford P. Rosen, Esq.
ROSEN & ASSOCIATES, P.C.
747 Third Avenue
New York, NY 10017
Tel: 212-223-1100
Fax: 212-223-1102
E-mail: nkourland@rosenpc.com
srosen@rosenpc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Helge Halvorsen, president.
A copy of the Debtor's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nyeb16-43163.pdf
NORFE GROUP: Wants Plan Filing Period Extended to Sept. 14
----------------------------------------------------------
Norfe Group Corp. asks the U.S. Bankruptcy Court for the District
of Puerto Rico to extend from Aug. 15, 2016, through and including
Sept. 14, 2016, of the exclusive period for Debtor to file the Plan
of Reorganization in this case and from Nov. 11, 2016, through Dec.
11, 2016, to seek acceptances of the Plan, without prejudice to
seek further extensions.
Although substantial work has been done to accomplish the filing of
the Plan and disclosure statement, in order to present a feasible
and consensual plan of reorganization, the Court's disposition of
the following contested matters is necessary: (1) the contested
matter as to Puerto Rico Asset Portfolio 2013-1 International,
LLC's proof of claim number 5 and the objection, and (2) the
contested matter as to the extent of PRAPI's alleged rights and
security interest in the rental income arising from the Norfe
Building, located in San Juan, Puerto Rico, whose resolution is
necessary for a determination of the nature of the plan and
disclosure statement to be filed.
The Debtor is in the process of evaluating various alternatives for
financing, which will provide the feasibility to its operations and
to its Plan.
Following the Petition Date, the Debtor's management focused on
further stabilizing the Debtor's business and responding to the
time-consuming demands that inevitably accompany the commencement
of three Chapter 11 cases, including responding to inquiries and
demands from creditors, depositions, utilities and other parties in
interest. The Debtor's management and professionals have worked to
ease the concerns of the parties.
The Debtor has worked to meet its Chapter 11 operating and
reporting requirements. The Debtor and its advisors have also
worked with the Office of the U.S. Trustee to provide requested
information and comply with the reporting requirements under the
Bankruptcy Code and the Bankruptcy Rules.
The Debtor's counsel can be reached at:
Charles A. Cuprill-Hernandez, Esq.
Charles A. Cuprill, P.S.C. Law Offices
356 Fortaleza Street, Second Floor
San Juan, PR 00901
Tel: (787) 977-0515
Fax: (787) 977-0518
E-mail: ccuprill@cuprill.com
About Norfe Group
Norfe Group Corp. filed a Chapter 11 bankruptcy petition (Bankr.
D.P.R. Case No. 16-00285) in Old San Juan, Puerto Rico, on Jan.
20, 2016. The petition was signed by David Efron, president.
The firm scheduled $17,269,436 in total assets and $31,441,591 in
total liabilities.
The Debtor tapped Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, as counsel. CPA Luis R. Carrasquillo &
Co., P.S.C., serves as financial consultant.
NORTHERN MEADOWS: Selling Bellingham Parcel for $770K
-----------------------------------------------------
Northern Meadows Development Co., LLC, asks the U.S. Bankruptcy
Court for the Western District of Washington to authorize the sale
of certain real property located at 3993 Gentlebrook Lane,
Bellingham, Washington, to Jon Hansen for a gross sale price of
$770,000.
A hearing for the Motion is set for Aug. 5, 2016, at 9:00 a.m. The
response date is July 29, 2016.
Northern Meadows proposes to sell Parcel B, the 11 single-family
condominium lots (building lots held in condominium form) suitable
for single family residences, at 3993 Gentlebrook Lane, Bellingham,
WA.
The Property is one of the four parcels owned by the Debtor, none
of which has been built on. All of these properties are encumbered
by a first position deed of trust in favor of R2R Capital
Bellingham, LLC, with approximate balance of $4,280,000, and a
second position deed of trust in favor of Paramjit Singh and
Harmeet Kaur with an approximate balance of $1,200,000.
From the proceeds of sale, Northern Meadows proposes to pay
ordinary and necessary closing costs, including escrow fees, title
insurance, real estate excise tax (estimated at $13,709), and a
realtor's commission to Jon Soine estimated at $30,800, which is
4%). Northern Meadows further proposes to pay real property taxes
prorated to the date of closing (estimated at $13,200). Total
estimated closing costs are $81,906.
The net proceeds of sale will constitute "cash collateral", and
will be held in a separate account of Northern Meadows at Key Bank
pending further order of the Court.
A copy of the Purchase and Sale Agreement, with all addenda,
attached to the Motion is available for free at:
http://bankrupt.com/misc/N_Meadows_10_Sale_M.pdf
About Northern Meadows Development
Northern Meadows Development Co., LLC, sought Chapter 11 protection
(Bankr. W.D. Wash. Case No. 16-13393) on June 27, 2016. Judge
Timothy W. Dore is assigned to the case. Donald A Bailey, Esq., at
Donald A. Bailey Attorney At Law, serves as the Debtor's counsel.
The Debtor estimated assets of $5.49 million and $6.21 million in
debt. The petition was signed by Stephen Brisbane, manager.
OAK ROCK: Panel Hires RubinBrown as Consultant & Expert Witness
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Oak Rock
Financial, LLC seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of New York to retain Rubin Brown LLP
provide consulting and expert witness services for the Committee,
nunc pro tunc to June 16, 2016.
On April 29, 2013 (the "Petition Date"), an involuntary petition
was filed against Debtor for relief under Chapter 7 of the
Bankruptcy Code. On May 6, 2013, this Court entered an order
granting Debtor’s Motion to convert the case from an involuntary
Chapter 7 to a voluntary Chapter 11 case.
On May 27, 2014, the United States Trustee filed the appointment of
the members of the Committee. The appointment was thereafter
amended on June 19, 2014. The Committee represents the interests of
all of the general unsecured creditors of the Debtor.
On
August 13, 2014, the Court entered its Order approving the
Stipulation Authorizing Official Committee of Unsecured Creditors
to Bring Certain Causes of Action on Behalf of the Debtor’s
Estate (the "Assigned Action Order"). Under the Assigned Action
Order, the Committee has been assigned, and has standing to
prosecute, claims all of the claims or causes of action that the
Debtor or Debtor’s estate may have against the Defendants
including those relating to the nature, extent, priority and/or
validity of the liens, security interests and claims asserted by
the Israel Discount Bank of New York for itself and as agent for
Bank Leumi USA, Bank Hapoalim, B.M., and Capital One, N.A.
(collectively, "Defendants") in the Debtor’s chapter 11 case, and
any affirmative claims, causes of action or entitlement to
equitable or other relief against that arise under the Bankruptcy
Code or any other applicable law that the Debtor has or may have
the right to assert against the Defendants under common law,
statute, rule or otherwise.
On August 17, 2014, the Committee filed an Adversary Proceeding,
seeking, among other things, relief against the Defendants on the
grounds that: (i) the Defendants' claims be reduced, eliminated,
disallowed, or effectively rendered an unsecured claim; (ii) the
Defendants' claims should be equitably subordinated to the claims
of other unsecured creditors; (iii) the Defendants' security
interests, if any, do not extend to the certain funds currently
held in segregated accounts under the direction of the Bankruptcy
Court; (iv) the Defendants received avoidable transfers under
Bankruptcy Code 544, 547, 548, and 550, and New York state law (the
"Adversary Proceeding").
The Committee retains RubinBrown for the purpose of (1) the expert
rebuttal testimony of Michael Lewis of RubinBrown in an adversary
proceeding in response to the testimony to be offered by
Defendants, and (2) for assistance in the preparation for the
Adversary Proceeding.
RubinBrown will be paid at these hourly rates:
Partners $295-$450
Manager $200-$280
Senior Accountant $160-$190
Staff Accountant $90-$150
administrative $120
RubinBrown will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael T. Lewis, partner in at Rubin Brown LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
RubinBrown may be reached at:
Michael T. Lewis, Esq.
Rubin Brown LLP
1900 16th Street, Suite 300
Denver, CO 80202
Phone: 303.952.1213
E-mail: michael.lewis@rubinbrown.com
About Oak Rock Financial
Oak Rock Financial LLC, an asset-based lender, put itself into
Chapter 11 in the U.S. Bankruptcy Court in Central Islip, New York
(Bankr. E.D.N.Y. Case No. 13-72251) on May 6, 2013.
The Debtor put itself into Chapter 11 in response to the Chapter 7
involuntary petition filed by its creditors, including Israel
Discount Bank of New York, Bank Leumi USA, and Bank Hapoalim B.M.,
on April 29, 2013.
The petitioning creditors had claimed the specialty asset-based
lending firm has committed a "massive fraud" against its secured
lenders.
The Debtor disclosed assets of $131.1 million and debt totaling
$99.9 million in the Chapter 11 papers.
OAKRIDGE GLOBAL: Cash is Insufficient to Maintain Operations
------------------------------------------------------------
Oakridge Global Energy Solutions, Inc., filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q/A-3
disclosing a net loss of $10.63 million on $1,110 of revenues for
the three months period ended June 30, 2015, compared to a net loss
of $1.14 million on $52,200 of revenues for the same period in
2014.
At June 30, 2015, the company had total assets of $60.80 million,
total liabilities of $2.57 million, and total stockholders' equity
of $58.23 million.
The Company has dedicated substantial resources required to
research and development and marketing of the Company's products
which include general and administrative expenses associated with
its organization and product development. The Company expect
operating losses to continue, due to the anticipated costs to
develop products. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.
The Company requires financing for its plan of operations. Current
cash on hand is not sufficient to maintain its current operations
and there is no assurance that future sales and marketing efforts
will be successful enough to achieve the level of revenue
sufficient to provide cash to sustain operations. To the extent
such revenues and corresponding cash flows do not materialize, the
Company will attempt to fund working capital requirements through
third party financing, including a private placement of its
securities. In the absence of revenues, Oakridge Global requires a
minimum of $10 million to maintain its current operations through
the next 12 months and up to $5 million to continue its research
and development. The Company cannot provide any assurances that
required capital will be obtained or that the terms of such
required capital may be acceptable to them.
The Company has operating losses since inception and has not yet
been able to generate profits from operations. Operating capital
has been raised through convertible debt from a shareholder and
sale of our common stock and subscriptions from a related party.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
Oakridge Global had cash of $23,093 and had working capital of
$49,233,800 on March 31, 2015. The company's operating and capital
requirements in connection with supporting its expanding operations
and introducing new products have been and will continue to be
significant to them. Since inception, Company's losses from
operations and working capital required to grow its business were
satisfied primarily through the private sales of its common stock
and by credit financing.
A full-text copy of the Form 10-Q/A-3 report is available at:
https://is.gd/tFSwX1
Oakridge Global Energy Solutions, Inc. is an energy storage
solutions company that designs, develops, and manufactures small to
large format lithium ion cells, batteries, and battery systems.
The Company maintains its headquarters in Melbourne, Florida.
OSPREY UTAH: Taps Galloway Wettermark as Legal Counsel
------------------------------------------------------
Osprey Utah, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Alabama to hire Galloway, Wettermark,
Everest & Rutens, LLP as its legal counsel.
The services to be provided by Galloway in connection with the
Debtor's Chapter 11 case include preparing legal papers, advising
the Debtor about its powers and duties, and representing the Debtor
in lawsuits.
Galloway does not represent any interest adverse to the Debtor or
its estate, according to court filings.
The firm can be reached through:
Robert M. Galloway, Esq.
Galloway, Wettermark, Everest & Rutens, LLP
P.O. Box 16629
Mobile, AL 36616-0629
Tel: (251) 476-4493
Email: bgalloway@gallowayllp.com
About Osprey Utah
Osprey Utah, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Ala. Case No. 16-02270) on July 8,
2016. The petition was signed by Charles K. Breland, Jr., member
and manager.
The case is assigned to Judge Jerry C. Oldshue.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
PACIFIC SUNWEAR: Delisted From Nasdaq on July 15
------------------------------------------------
The Nasdaq Stock Market on July 1, 2016, said it would delist the
common stock of Pacific Sunwear of California, Inc. The
Company’s common stock was suspended on April 14, 2016 and has
not traded on Nasdaq since that time. On July 5, 2016, Nasdaq
filed a Form 25 with the Securities and Exchange Commission to
complete the delisting. The delisting became effective on July 15,
2016, 10 days after the filing of the Form 25.
About Pacific Sunwear
Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and womens apparel,
accessories,
and footwear. The Company went public in 1993 (NASDAQ: PSUN), and
peaked with 965 stores in 2006. At present, the Company has
approximately 593 retail locations nationwide under the names
"Pacific Sunwear" and "PacSun," which stores are principally in
mall locations. The Company has 2,000 full-time workers. Through
its ecommerce business, the Company operates an e-commerce site at
http://www.pacsun.com/
Pacific Sunwear of California, Inc., and two affiliated debtors
each filed a voluntary petition for relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-10882) on
April 7, 2016. The cases are pending before the Honorable Laurie
Selber Silverstein.
The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.
The official committee of unsecured creditors retained Cooley LLP
and Bayard, P.A. as counsel; and Province Inc. as its financial
advisor.
PARADIGM EVERGREEN: Hires McElroy Deutsch as Special Counsel
------------------------------------------------------------
Paradigm Evergreen LLC, seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ McElroy Deutsch
Mulvaney & Carpenter, LLP as special counsel to the Debtor.
Paradigm Evergreen requires McElroy Deutsch to represent Debtor in
connection with a pending Complaint in Strict Foreclosure in the
Superior Court of New Jersey, Essex County, entitled Paradigm
Evergreen LLC v. Prince Capital et al., Docket No. F-47903-14.
McElroy Deutsch will be paid at these hourly rates:
William N. Aumenta $325
Peter Saad $250.00
McElroy Deutsch will also be reimbursed for reasonable
out-of-pocket expenses incurred.
William N. Aumenta, partner of the firm McElroy Deutsch Mulvaney &
Carpenter, LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
McElroy Deutsch can be reached at:
William N. Aumenta, Esq.
MCELROY DEUTSCH MULVANEY & CARPENTER, LLP
300 Mount Kemble Avenue
Morristown, NJ 07962-2075
Tel: (973) 993-8100
Fax: (973) 425-0161
About Paradigm Evergreen
Headquartered in New York, New York, Paradigm Evergreen LLC filed
for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No.
16-19943) on May 23, 2016, estimating its assets at between $1
million and $10 million, and liabilities at between $500,000 and $1
million. The petition was signed by David Kushner, managing
member.
Morris S. Bauer, Esq., at Norris McLaughlin & Marcus, P.A., serves
as the Debtor's bankruptcy counsel.
PATELKA DENTAL: Hires Dilworth Paxson as Counsel
------------------------------------------------
Patelka Dental Management, LLC seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to employ
Dilworth Paxson LLP as counsel for the Debtor.
The Debtor requires Dilworth to:
a. provide the Debtor with legal services with respect to its
powers and duties as a debtor-in-possession;
b. prepare on behalf of the Debtor or assisting the Debtor in
preparing all necessary pleadings, motions, applications,
complaints, answers, responses, orders, United States Trustee
reports, and other legal papers;
c. represent the Debtor in any matter involving contests with
secured or unsecured creditors, including the claims reconciliation
process;
d. assist the Debtor in providing legal services required to
prepare negotiate and implement a plan of reorganization; and
e. perform all other legal services for the Debtor which may
be necessary herein, other than those requiring specialized
expertise for which special counsel, if necessary, may be emloyed.
Dilworth will be paid at these hourly rates:
Anne M. Aaronson $505
Catherine G. Pappas $375
Miriam L. Dolan $170
Audrey Melli-Mirza $110
Dilworth received a $10,000 retainer on July 1, 2016.
Dilworth will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Anne M. Aaronson, partner in the law firm of Dilworth Paxson LLP,
assured the Court that the firm does not represent any interest
adverse to the Debtors and their estates.
Dilworth may be reached at:
Anne M. Aaronson
Dilworth Paxson LLP
1500 Market Street, Suite 3500E
Philadelphia, PA 19102
About Patelka Dental Management, LLC
Patelka Dental Management, LLC filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Pa. Case No. 16-14743) on July 1, 2016. The
Hon. Magdeline D. Coleman presides over the case. Dilworth Paxson
LLP represents the Debtor as counsel.
In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Svetlana Kutovoy, president.
PAYSON PETROLEUM: Jason Searcy Approved as Ch. 11 Trustee
---------------------------------------------------------
Judge Brenda T. Rhodes on July 18, 2016, entered orders approving
the U.S. Trustee's appointment of Mr. Jason Searcy as the Chapter
11 Trustee for the estates of Maricopa Resources, LLC, Payson
Petroleum, Inc., and Payson Operating LLC.
The Court finds that Mr. Jason Searcy is a "disinterested person"
and is not otherwise disqualified from serving as Trustee of each
Estate. The Court finds that Mr. Searcy is, in all ways, eligible
to serve as Trustee.
Mr. Searcy's compensation is governed by the applicable provisions
of the Bankruptcy Code and is subject to the Court's approval.
Mr. Searcy may be reached at:
Jason R. Searcy
P. O. Box 3929
Longview, TX 75606
Tel: (903) 757-3399
E-mail: jrspc@jrsearcylaw.com
About Maricopa Resources,
Payson Operating and Payson Petroleum
Maricopa Resources, LLC, Payson Operating, LLC, and Payson
Petroleum, LLC, each filed a Chapter 7 petition (Bankr. E.D. Tex.
Case Nos. 16-41043 to 16-41043) on June 10, 2016. The Debtors were
represented by Mark A. Weisbart, Esq., at The Law Office of Mark A.
Weisbart -- weisbartm@earthlink.net -- in Dallas.
On July 11, 2016, the Court held a hearing on the Debtors' motions
to appoint a Chapter 11 Trustee. After appropriate notice and
opportunity for hearing, the Court found that cause exists to
appoint a Chapter 11 Trustee for the Debtors upon conversion of the
cases from Chapter 7 to Chapter 11.
Michelle Chow was named Chapter 7 trustee but was terminated
effective July 12, 2016, following conversion of the cases to
Chapter 11. The Chapter 7 trustee was represented by Mark I. Agee,
Esq.
The cases are assigned to Judge Brenda T. Rhoades.
PHOENIX BRANDS: Committee Taps Deloitte as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors of Phoenix Brands LLC
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Deloitte Financial Advisory Services LLP as its
financial advisor.
The firm will provide these services in connection with the Chapter
11 cases of Phoenix Brands and its affiliates:
(a) assist and advise the committee in connection with its
development and implementation of strategies related to
the Debtors' business plan and other matters related to
the restructuring of their operations;
(b) assist the committee in understanding the business and
financial impact of various operational, financial and
strategic restructuring alternatives on the Debtors;
(c) advise the committee in connection with its negotiations
and due diligence efforts with other parties;
(d) assist the committee in its analysis of the Debtors'
financial restructuring process;
(e) assist the committee in its review and analysis of
potential contingency plans to reflect the impact of
restructuring alternatives on the Debtors;
(f) provide advice and recommendations designed to assist the
committee in its analysis regarding the refinement of
Debtors' cash management and cash flow forecasting
process;
(g) assist the committee in its review of the Debtors'
management;
(h) assist the committee in its review of various financial
reports prepared for submission to the court;
(i) advise the committee as it assesses the Debtors'
executory contracts;
(j) assist the committee in evaluating claims asserted
against the Debtors;
(k) assist and advise the committee in its analysis of
liquidation scenarios; and
(l) advise the committee in connection with its attendance
and participation in hearings and meetings.
Deloitte will be paid $475 per hour for its services and will
receive reimbursement for work-related expenses.
John Doyle, managing director, disclosed in a court filing that the
firm does not hold or represent any interest adverse to the Debtors
or their estates.
The firm can be reached through:
John Doyle
Deloitte Financial Advisory Services LLP
111 S. Wacker Drive
Chicago, IL 60606
About Phoenix Brands
Phoenix Brands LLC and its three affiliates sought protection under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the District of Delaware (Delaware) (Case Nos. 16-11242 to
16-11245) on May 19, 2016. The petitions were signed by William
Littlefield, CEO and President.
The cases are assigned to Judge Brendan Linehan Shannon. A motion
for joint administration of the Chapter 11 cases is pending.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP as local.
In its petition, Phoenix Brands LLC estimated its assets and
liabilities at between $10 million and $50 million each.
PICO HOLDINGS: Harxit Bloggers Want CEO Hart Fired
--------------------------------------------------
PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a
diversified holding company reporting recurring losses since 2008.
PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water
Company, Inc., a securities portfolio and various interests in
small businesses. PICO has $664 million in assets and $434 million
in shareholder equity. Central Square Management LLC and River Road
Asset Management LLC collectively own more than 14% of PICO. Other
activists at http://ReformPICONow.com/have taken to the Internet
to advance the shareholder cause.
The Bloggers strategize annual meeting votes. "After consideration
of PICO Holdings' Board of Directors' dynamics, we arrived at a
remarkable conclusion: We believe that PICO shareholders are just a
few steps away from having Mr. Hart fired "For Cause," which means
he is immediately removed as CEO and entitled to $0 in termination
payments. We call it 'The Harxit.'"
The bloggers outline a scenario whereby Mr. Brownstein receives
more "Against" votes than "For" votes at the Annual Meeting. If
this occurs ". . . his Directorship will be considered by the CGNC
-- which is comprised of Messrs. Machado, Marino, Silvers, Cates
and Brownstein.
In this scenario, we believe that Messrs. Cates, Silvers and Marino
will ask for Mr. Brownstein's resignation. Mr. Machado will object,
but he will be a lonely supporter of Howie (Mr. Brownstein will
have to recuse himself).
Howie's resignation will produce a six-person Board with the
following composition:
Messrs. Hart, Machado, Marino, Silvers, Cates and Speron.
In this scenario, we believe that the younger, shareholder-oriented
directors will move to fire Mr. Hart "For Cause" and pay him $0. We
believe that Messrs. Silvers, Cates, Speron and Marino will vote
"Aye," with only Mr. Machado voting "Nay." And even if Mr. Marino
does not swing, the vote will still be 3-2, in favor of Harxit.
Cue the ticker tape parade down Prospect Street in La Jolla."
The bloggers outline what they refer to as "Harxit." They continue,
"When RPN broke PICOGate, we gave the Board the legally defensible
means to fire Mr. Hart 'For Cause' and pay him $0 in severance. Up
until now, the willpower on the Board to do so has not existed. But
if Howie receives a majority of "Against" votes, combined with the
departures of Messrs. Campbell and Slepicka, the composition of the
PICO Board will change dramatically and the advocates of
shareholder value will hold a numbers advantage.
We speculate that a vote 'Against' Howard Brownstein is a vote to
fire The Juicer "For Cause" and pay him nothing. Sounds like a
winner to us."
All PICO shareholders are frustrated, the bloggers note. "It has
been almost 8 months since Juicer announced the "Revision to
Business Plan," which pledged to liquidate assets and return
capital to shareowners. Since that date, Juicer has sold zero
assets, returned zero capital to shareholders and created zero
value. In all our years in business, we have never seen so coherent
a plan remain dormant for so long and create no value for
shareholders."
The bloggers conclude by noting that two of their least-favorite
directors will depart shortly.
"After 18 years on the PICO Board, at the Annual Meeting, Carlos
Campbell will create shareholder value for the first time: he will
resign. Mr. Campbell's exit will leave 8 Directors on the PICO
Board.
We believe that Kenneth "The Slug" Slepicka is gone (we call it
"River Road kill"). The Slug is one of the perpetrators of
PICOGate, in which he and The Juicer failed to disclose a material
conflict of interest for 6 years. We believe that PICO shareholders
have overwhelmingly voted "Against" The Slug (We suggest all
shareholders do so). We believe that the Corporate Governance and
Nominating Committee will ask for The Slug's resignation."
PICO HOLDINGS: Revised Business Plan Benefits CEO, Bloggers Say
---------------------------------------------------------------
PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a
diversified holding company reporting recurring losses since 2008.
PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water
Company, Inc., a securities portfolio and various interests in
small businesses. PICO has $664 million in assets and $434 million
in shareholder equity. Central Square Management LLC and River Road
Asset Management LLC collectively own more than 14% of PICO. Other
activists at http://ReformPICONow.com/have taken to the Internet
to advance the shareholder cause.
The bloggers note that "On November 17, 2015, John "The Juicer"
Hart and PICO Holdings announced the "Revision to Business Plan."
This welcome change in strategy managerially neutered The Juicer,
removing his ability to act as a true CEO. After a multi-year
record of complete failure – measured by any and all relevant
metrics – the PICO Board finally relegated the Juicer to the role
of executive carrier pigeon. Implicit in the Revision to Business
Plan was a liquidation of PICO – as assets were to be sold and
capital returned to owners.
But Mr. Hart did not create value for shareholders, despite the
Revision to Business Plan's clear mandate. Instead he, and fellow
incompetent and corrupt Directors Carlos Campbell and Michael
Machado, enhanced The Juicer's compensation scheme, so Juicer
continued to enjoy ludicrously undeserved compensation regardless
of his utility to PICO shareowners."
The bloggers calculate that "Mr. Hart's base salary in 2015 was
$2,176.390. His base salary since March 2016, when the criminal
compensation scheme was first made operative, is $1,000,000.
Blending and prorating, we calculate that since the Revision to
Business Plan was announced 8 months ago, The Juicer has received
approximately $1.1 million in compensation (notice we did not use
the word 'earned').
Assuming The Juicer took 3.4 weeks off for Thanksgiving, Christmas
and Easter, we calculate that The Juicer earned almost $7,000 per
workday since the Revision to Business Plan was announced.
Since the Revision to Business Plan was announced 8 months ago,
PICO has sold zero assets, returned zero capital to shareholders
and created zero shareholder value. It is fair for shareowners to
ask Mr. Hart: What have you done in the last 8 months to deserve
$7,000 per day?"
The bloggers express gratitude for the efforts of others. "Many
have contributed to this progress, including all shareholders who
voted a pro-shareholder proxy card. We would also like to thank Mr.
Akin at River Road, Kelly Cardwell at Central Square, and Sean
Leder at Leder Holdings, all of whom have variously contributed to
improvement at PICO.
The value of 'Thanks' is large. Nothing brings us greater
satisfaction than our fellow shareholders who write us and express
gratitude for our efforts. This work is mostly tedious, but our
fellow shareholders often remind us why we persist. And that makes
it worthwhile."
POWELL VALLEY HEALTH: Committee Taps Spencer Fane as Counsel
------------------------------------------------------------
The official committee of unsecured creditors of Powell Valley
Health Care, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Wyoming to hire Spencer Fane LLP.
The firm will serve as the committee's legal counsel the Debtor's
Chapter 11 case. Spencer Fane will provide these services:
(a) advise the committee with respect to its rights, powers
and duties;
(b) assist the committee in the investigation of assets,
liabilities, financial condition and the operation of the
Debtor's business;
(c) advise the committee in connection with any potential
sale of assets or business;
(d) assist the committee in its analysis of and negotiation
with any third party concerning matters related to the
terms of a plan of reorganization;
(e) assist and advise the committee with respect to any
communications with the general creditor body regarding
significant matters in the case;
(f) prosecute actions on behalf of the committee; and
(g) prepare legal papers and represent the committee at all
hearings and proceedings.
The firm's hourly rates range from $300 to $425 for partners and
$235 to $300 for of counsel and associates. Meanwhile, the rate
for paralegals is $150 per hour.
Scott Goldstein, Esq., a partner at Spencer Fane, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jamie N. Cotter, Esq.
Philip A. Pearlman, Esq.
Spencer Fane LLP
1700 Lincoln Street, Suite 2000
Denver, CO 80203-4554
Phone: (303) 839-3800
Fax: (303) 839-3838
Email: jcotter@spencerfane.com
Email: ppearlman@spencerfane.com
-- and --
Scott J. Goldstein, Esq.
Eric L. Johnson, Esq.
Lisa A. Epps, Esq.
Bryant T. Lamer, Esq.
Spencer Fane LLP
1000 Walnut, Suite 1400
Kansas City, MO 64106
Phone: (816) 474-8100
Fax: (816) 474-3216
Email: sgoldstein@spencerfane.com
Email: ejohnson@spencerfane.com
Email: lepps@spencerfane.com
Email: blamer@spencerfane.com
About Powell Valley
Powell Valley Health Care, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Wyo. Case No. 16-20326) on May 16, 2016.
No trustee or examiner has been appointed in the case.
PRATT WELL SERVICE: Hires Klenda Austerman as Attorneys
-------------------------------------------------------
Pratt Well Service, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Kansas to employ Klenda
Austerman LLC as attorneys.
The Debtor said it needs the assistance of attorneys in preparing
and presenting to the Court a Plan and Disclosure Statement, review
claims, negotiations with creditors, arranging and negotiating
sales, and in reviewing the Debtor's records with regard to
possible adversary actions.
Klenda will be paid at these hourly rates:
J. Michael Morris $350
Eric W. Lomas $250
Paralegals $100
J. Michael Morris of Klenda Austerman LLC, assured the Court that
the firm does not represent any interest adverse to the Debtor and
its estate.
Klenda may be reached at:
J. Michael Morris
Klenda Austerman LLC
301 North Main, Suite 1600
Wichita, KS 67202-4888
Tel: (316)267-0331
Fax: (316)267-0333
About Pratt Well Service, Inc.
Pratt Well Service, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D.KS. Case No. 16-11224) on June 30, 2016. Hon. Robert E.
Nugent presides over the case. Klenda Austerman LLC represents the
Debtor as counsel.
In its petition, the Debtor listed $7.47 million in assets and
$4.94 million in liabilities. The petition was signed by Kenneth C.
Gates, president.
PRATT WELL SERVICE: Hires Patton Cramer as Accountants
------------------------------------------------------
Pratt Well Service, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Kansas to employ Patton,
Cramer & Laprad, Chtd., as accountants.
The Debtor requires PCL to assist in preparation of financial
reports, including as required monthly US Trustee reports,
maintenance of financial records and preparation of tax returns.
PCL will be paid at these hourly rates:
Accountants $150
Bookkeeping Staff $90
PCL will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Shelley K. Patton of Patton, Cramer & Laprad, Chtd., assured the
Court that the firm does not represent any interest adverse to the
Debtors and their estates.
PCL may be reached at:
Shelley K. Patton
Patton, Cramer & Laprad, Chtd.
113 E. 3rd Street
P.O. Drawer H
Pratt, KS 67124
Phone: 620-672-5533
About Pratt Well Service, Inc.
Pratt Well Service, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D.KS. Case No. 16-11224) on June 30, 2016. Hon. Robert E.
Nugent presides over the case. Klenda Austerman LLC represents the
Debtor as counsel.
In its petition, the Debtor estimated $7.47 million in assets and
$4.94 million in liabilities. The petition was signed by Kenneth C.
Gates, president.
PROGRESSIVE ACUTE CARE: Committee Taps Kean Miller as Co-Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Progressive Acute
Care, LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Louisiana to hire Kean Miller LLP.
Kean Miller will serve as co-counsel in connection with the Chapter
11 cases of Progressive Acute Care and its affiliates. The
services to be provided by the firm include:
(a) providing legal advice with respect to the committee's
rights, powers and duties;
(b) preparing legal papers;
.
(c) representing the committee in all matters arising in the
cases;
(d) assisting the committee in its investigation and analysis
of the Debtors, their capital structures, and issues
related to the cases; and
(e) representing the committee in all aspects of any sale and
bankruptcy plan confirmation proceedings.
J. Eric Lockridge and Wade Iverstine, the attorneys expected to
represent the committee, will be paid $340 per hour and $270 per
hour, respectively.
The hourly rates for other attorneys and paraprofessionals at the
firm range from $255 to $520 for partners, $200 to $355 for
associates, and $310 to $400 for of counsel and special counsel.
J. Eric Lockridge, Esq., disclosed in a court filing that the firm
is a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
J. Eric Lockridge, Esq.
Kean Miller LLP
400 Convention St #700
P. O. Box 3513 (70821-3513)
Baton Rouge, LA 70802
Phone: 225-387-0999
Fax: 225-388-9133
Email: eric.lockridge@keanmiller.com
About Progressive Acute Care
Progressive Acute Care, LLC and its three affiliates sought
protection under Chapter 11 of the Bankruptcy Code (W.D. La. Case
No. 16-50740) on May 23, 2016. The cases are jointly administered
under Case No. 16-50740.
QRS RECYCLING: Committee Taps Cohen Pollock as Counsel
------------------------------------------------------
The Committee of Creditors Holding Unsecured Claims for QRS
Recycling of Georgia, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Cohen Pollock
Merlin & Small, P.C. as counsel to the Committee.
The Committee requires Cohen Pollock to:
(a) provide the Committee with legal advice regarding the
provisions of the Bankruptcy Code and the Federal Rules of
Bankruptcy Procedure as they apply to the Debtor's
activities post-petition;
(b) prepare, on behalf of the Committee, all necessary
motions, applications, pleadings, answers, proposed
orders, and certain reports and other papers;
(c) take such legal action as is necessary to assure maximum
recovery for the general unsecured creditors;
(d) advise and represent the Committee in hearings and other
judicial proceedings;
(e) perform any and all other legal service incident and
necessary to the representation of the Committee in the
bankruptcy case;
(f) perform an analysis of the pre-petition loan facility
outstanding to The Private Bank, as the Debtor's secured
lender;
(g) perform an analysis of pre-petition transfers out of the
Debtor's estate, particularly including those to the
Debtor's principals and inter-related subsidiary
companies;
(h) monitor the advertising, conduct and end results of the
scheduled auction of the Debtor's assets and the
disbursement of the proceeds from same; and
(i) review any other transactions that might give rise to
avoidance actions for the benefit of general unsecured
creditors.
Cohen Pollock will be paid at these hourly rates:
John A. Thomson Jr. $500
Bruce Z. Walker $385
Anna M. Humnicky $370
Benjamin S. Klehr $300
Jennifer Penston $170
Cohen Pollock will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John A. Thomson Jr., member of the law firm of Cohen Pollock Merlin
& Small, P.C. assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Cohen Pollock can be reached at:
John A. Thomson Jr., Esq.
COHEN POLLOCK MERLIN & SMALL, P.C.
3350 Riverwood Parkway, Suite 1600
Atlanta, GA 30339
Tel: (770) 857-4797
Fax: (770) 857-4798
E-mail: jthomson@cpmas.com
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.
RESCO INTERNATIONAL: Hires David Rubin as Counsel
-------------------------------------------------
Resco International LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Law Offices of
David C. Rubin PA as attorney to the Debtor.
Resco International requires Rubin to:
a. assist and advise the Debtor relative to the administration
of the bankruptcy proceeding;
b. represent the Debtor before the Bankruptcy Court and advise
the Debtor on all pending litigations, hearings, motions,
and of the decisions of the Bankruptcy Court;
c. review and analyze all applications, orders, and motions
filed with Bankruptcy Court by third parties in the
proceeding and advise the Debtor thereon;
d. attend all meetings conducted pursuant to section 341(a) of
the Bankruptcy Code and represent the Debtor at all
examinations;
e. communicate with Creditors and all other parties in
interest;
f. assist the Debtor in preparing all necessary applications,
motions, orders, supporting positions taken by the Debtor,
and prepare witnesses and review documents in this regard;
g. confer with all other professionals, including any
accountants and consultants retained by the Debtor and by
any other party in interest;
h. assist the Debtor in its negotiations with creditors or
third parties concerning the terms of any proposed plan of
reorganization;
i. prepare, draft, and prosecute the plan of reorganization
and disclosure statement; and
j. assist the Debtor in performing such other services as may
be in the interest Debtor and the estate and perform all
other legal services required by the Debtor.
Rubin will be retained on a general retainer agreement pursuant to
Bankruptcy Code Sections 327 and 330.
David C. Rubin, attorney with the Law Offices of David C. Rubin PA,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Rubin can be reached at:
David C. Rubin, Esq.
Law Offices of David C. Rubin PA
6800 SW 40 Street # 352
Miami, FL 33155
Tel: (305) 804-1898
E-mail: david3051@aol.com
About Resco International
Resco International, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 16-19343) on June 30, 2016. The Debtor
is represented by David C. Rubin, Esq.
RESCUE ONE AMBULANCE: Taps Grimard as Tax Services Provider
-----------------------------------------------------------
Rescue One Ambulance seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Grimard and
Associates.
The Debtor tapped the firm to prepare and file its tax returns for
the tax years 2013 to 2015, and prepare its amended tax returns for
2012. Grimard and Associates will be paid $225 per hour for its
services.
James Grimard, a certified public accountant, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The Debtor can be reached through:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Blvd., 6th Floor
Beverly Hills, CA 90212-2929
Phone: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
About Rescue One Ambulance
Rescue One Ambulance sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-12012) on February
18, 2016.
REYNOLDS GROUP: Moody's Assigns B1 Rating on $1.973BB Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$1,973 million Senior Secured Term Loan due 2023, a B1 rating to
the proposed EUR250 million Senior Secured Term Loan due 2023 and a
B1 rating to the proposed $400 million Senior Secured Revolving
Credit Facility due 2021 of Reynolds Group Holdings Inc., a
subsidiary of Reynolds Group Holdings Limited ("RGHL"). The
company's B3 corporate family rating, B3-PD probability of default
rating and other instrument ratings of Reynolds Group Holdings
Limited and its subsidiaries were unchanged (see rating detail
below). The rating outlook is positive.
The proceeds from the new loans, along with $23 million of cash
from the balance sheet, will be used to refinance approximately
$2.5 billion of debt as well as pay fees and expenses related to
the transaction.
Moody's took these actions:
Reynolds Group Holdings Limited
-- Unchanged B3 corporate family rating
-- Unchanged B3-PD probability of default rating
-- Unchanged SGL-3 Speculative Grade Liquidity Rating
Reynolds Group Holdings Inc.
-- Unchanged all existing senior secured facilities, B1 (LGD3)
(to be withdrawn following close of transaction)
-- Assigned new $1,973 million Senior Secured Term Loan due
2023, B1 (LGD 3)
-- Assigned new EUR250 million ($277M) Senior Secured Term Loan
due 2023, B1 (LGD 3)
-- Assigned new $400 million Senior Secured Revolving Credit
Facility due 2021, B1 (LGD 3)
Beverage Packaging Holdings (Lux) II S.A., (Co-Issued by Beverage
Packaging Hldgs II Issuer Inc. (USA))
-- Unchanged all Senior Unsecured Notes, Caa2 (LGD5)
-- Unchanged Senior Subordinated Notes, Caa2 (LGD6)
Reynolds Group Issuer Inc. (Co-Issued by Reynolds Group Issuer LLC,
Reynolds Group Issuer (Luxembourg) S.A.)
-- Unchanged all Senior Secured Notes, B1 (LGD3)
-- Unchanged all Unsecured Bonds, Caa2 (LGD5)
Pactiv Corporation
-- Unchanged all Senior Unsecured Notes, Caa2 (LGD6)
The outlook is positive.
All ratings are subject to the receipt of final documentation.
RATINGS RATIONALE
The B1 ratings on the credit facilities reflect the seniority of
the debt as well as the projected benefits of the proposed debt pay
down and an expectation that the company will significantly reduce
debt further over the next 12 to 18 months while maintaining good
liquidity. The proposed debt reduction is expected to
significantly improve free cash flow in 2017 and all free cash flow
is expected to be directed toward debt reduction. Additionally,
Reynolds is expected to improve its operating results through
various initiatives as well as maintain adequate backup liquidity
to cover operations as well as current maturities. Proforma
leverage is over 6.0 times so the company will need to execute on
its operating and capital structure plans and maintain adequate
liquidity in order to earn an upgrade.
The B3 corporate family rating reflects RGHL's weak credit metrics,
lengthy raw material cost pass-through provisions and the
concentration of sales. The company has a complex capital and
organizational structure and limited transparency into its various
segments. RGHL operates in a fragmented and competitive industry
and has a significant percentage of commodity products. The
company is owned by a single individual-financier Graeme Hart.
Strengths in the company's profile include its strong brands and
market positions in certain segments, scale and high percentage of
blue-chip customers. The company has strong brands and market
positions and there are some switching costs for customers in
certain segments. Scale, as measured by revenue, is significant
and helps RGHL lower its raw material costs. The company also has
high exposure to food and beverage packaging. RGHL also maintains
adequate liquidity with a large cash balance on hand.
The positive rating outlook reflects an expectation that the
company will continue to improve its operating results and direct
all free cash flow to debt reduction as well as maintain adequate
backup liquidity to cover operations as well as current
maturities.
The ratings could be downgraded if there is deterioration in credit
metrics, liquidity or the competitive and operating environment.
The ratings could also be downgraded if the company pays out a
dividend or undertakes any significant acquisition. Specifically,
the ratings could be downgraded if debt to EBITDA remains above 6.0
times, EBITDA to interest expense declines below 1.9 times, and
funds from operations to debt declines below 6.0%.
The rating could be upgraded if RGHL sustainably improves its
credit metrics within the context of a stable operating and
competitive environment while maintaining adequate liquidity
including ample cushion under financial covenants. Specifically,
debt to EBITDA would need to approach 5.5 times, EBITDA to interest
expense 3.0 times and funds from operations to debt 9.0%.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.
Reynolds Group Holdings Limited (RGHL) is a global manufacturer and
supplier of food and beverage packaging, consumer storage products,
closures, and paper products. The company manufactures consumer
packaging products (Reynolds Consumer), closures for the beverage,
dairy and food segment (CSI), foodservice packaging (Pactiv), fresh
carton packaging and paper products (Evergreen), and custom rigid
packaging for various consumer products (Graham). RGHL generated
revenues of approximately US $11.0 billion for the 12 months ended
March 31, 2016. RGHL is based in New Zealand and solely owned by
financier Graeme Hart.
RG STEEL: SPT's Bid to Disqualify Proskauer Rose Denied
-------------------------------------------------------
Judge Robert C. Mitchell of the United States District Court for
the Western District of Pennsylvania denied the motion filed by
Steelworkers Pension Trust to disqualify Proskauer Rose, LLP, from
serving as counsel for the defendants in the case captioned STEEL
WORKERS PENSION TRUST By DANIEL A. BOSH, CHAIRMAN Plaintiff, v. THE
RENCO GROUP, INC., ILSHAR CAPITAL LLC, BLUE TURTLES, INC., UNARCO
MATERIAL HANDLING, INC., ITEVA PRODUCTS LLC, THE DOE RUN RESOURCES
CORPORATION, and USMAGNESIUM LLC, Defendants, C.A. No. 16-190 (W.D.
Pa.).
Judge Mitchell held, "SPT has not met its burden and identified any
lawsuit that Proskauer is presently handling in which its clients'
interests would be adversely affected if Renco prevailed on its
argument as to the effect of the filing of a proof of claim or an
"evade or avoid" theory in these particular circumstances. None of
the nine lawsuits revealed by Proskauer were filed within the Third
Circuit and none involve a contention that defendant has waived its
defenses by virtue of having to failed to assert the defenses in a
timely fashion after receipt of proof(s) of claim in bankruptcy.
None of the lawsuits involves the adequacy of a withdrawal
liability notice at all. The single lawsuit asserting an "evade or
avoid" theory, Trustees of Local 813 Pension Trust Fund, which
concerns allegations that ownership of a contributing employer was
transferred among family members prior to revocation of its
business license, is factually distinguishable and its outcome does
not appear likely to have any relation on the outcome of the
lawsuit herein."
A full-text copy of Judge Mitchell's July 7, 2016 memorandum
opinion and order is available at https://is.gd/nekz5s from
Leagle.com.
STEELWORKERS PENSION TRUST is represented by:
Neil J. Gregorio, Esq.
Bradley S. Tupi, Esq.
Jeffrey J. Leech, Esq.
Jillian L. Nolan Snider, Esq.
Judith K. Fitzgerald, Esq.
Richard B. Tucker, III, Esq.
Scott R. Leah, Esq.
TUCKER ARENSBERG
1500 One PPG Place
Pittsburgh, PA 15222
Tel: (412)566-1212
Fax: (412)594-5619
Email: ngregorio@tuckerlaw.com
btupi@tuckerlaw.com
jleech@tuckerlaw.com
jsnider@tuckerlaw.com
jfitzgerald@tuckerlaw.com
rtucker@tuckerlaw.com
sleah@tuckerlaw.com
THE RENCO GROUP, INC., ILSHAR CAPITAL LLC, BLUE TURTLES, INC.,
UNARCO MATERIAL HANDLING, INC., ITEVA PRODUCTS LLC, THE DOE RUN
RESOURCES CORPORATION, US MAGNESIUM LLC are represented by:
Bradley R. Bobroff, Esq.
Joseph E. Clark, Esq.
Myron D. Rumeld, Esq.
PROSKAUER ROSE LLP
Eleven Times Square
(Eighth Avenue & 41st Street)
New York, NY 10036-8299
Tel: (212)969-3000
Fax: (212)969-2900
Email: bbobroff@proskauer.com
jclark@proskauer.com
mrumeld@proskauer.com
-- and --
Leon F. DeJulius, Esq.
Paul M. Pohl, Esq.
Anderson T. Bailey, Esq.
JONES DAY
500 Grant Street, Suite 4500
Pittsburgh, PA 15219-2514
Tel: (412)391-3939
Fax: (412)394-7959
Email: lfdejulius@jonesday.com
pmpohl@jonesday.com
atbailey@jonesday.com
ROTARY DRILLING: Proposes Vallourec-Led Auction in August
---------------------------------------------------------
Rotary Drilling Tools, USA, LLC, and its affiliates filed with the
U.S. Bankruptcy Court for the Southern District of Texas, Houston
Division, an emergency motion seeking approval of proposed bidding
procedures in connection with sale of the Debtors' property to
Vallourec Drilling Products USA, Inc., or such other person or
entity who is the prevailing bidder.
Piper Jaffray & Co. was retained by RDT to assist with the
marketing and sale of its assets and certain of its subsidiaries,
the other Debtors. In advance of the marketing process, Piper
facilitated the negotiation and execution of a letter of intent
among the Debtors and Vallourec, which provided Vallourec with the
right to negotiate a stalking horse agreement with the Debtors on
an exclusive basis through May 20, 2016.
Exclusivity with Vallourec expired on May 20. Since that time, the
Debtors and Piper have continued the marketing process, allowing
other potential purchasers access to the online data room and
responding to requests for further information.
At this point, the Debtors believe that the terms proposed by
Vallourec represent the best firm offer for the assets. Moreover,
the Debtors believe that Vallourec's willingness to serve as a
stalking horse bidder will afford the Debtors the best opportunity
to maximize the final purchase price for their assets.
The Debtors submit that the Bidding Procedures, subject to
consultation with the Debtors' postpetition lender, PNC Bank, N.A.,
will permit interested parties reasonable opportunities, consistent
with the Debtors' financial constraints, to evaluate whether to
propose a bid for the Debtors' property or equity interests in the
Debtors that is higher and better than the Asset Purchase Agreement
dated July 5, 2016 ("APA") between the Debtors and Vallourec.
The Debtors propose a bid deadline that is not later than Aug. 19,
2016, and to conduct an auction not later than Aug. 23, 2016.
The Debtors ask the Court to authorize the sale of substantially
all of the Debtors' assets to Vallourec or such other person or
entity who is the prevailing bidder at the conclusion of the sale
hearing.
A copy of the Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/Rotary_Drilling_6_Sale_M.pdf
Proposed Counsel for Debtors:
Elizabeth M. Guffy
Omer F. Kuebel, III
Brooke B. Chadeayne
LOCKE LORD LLP
600 Travis Street, Suite 2800
Houston, TX 77002
Telephone: (713) 226-1200
Facsimile: (713) 223-3717
E-mail: eguffy@lockelord.com
bchadeayne@lockelord.com
nobankecf@lockelord.com
About Rotary Drilling Tools USA
Rotary Drilling Tools USA, LLC, manufactures and markets oilfield
drilling tubular tools.
Rotary Drilling Tools sought Chapter 11 protection (Bankr. S. D.
Tex. Case No. 16-33435) on July 6, 2016. Judge Jeff Bohm is
assigned to the case. The Debtor estimated assets and liabilities
in the range of $10 million to $50 million. Brooke B Chadeayne,
Esq. and Elizabeth M Guffy, Esq., at Locke Lord Bissell & Liddell,
LLP, serve as the Debtor's counsel. The petition was signed by
Bryan M. Gaston, chief restructuring officer.
SAI KRUPA: Seeks to Hire S. Matthew Hamby as Accountant
-------------------------------------------------------
Sai Krupa, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire S. Matthew Hamby, CPA,
PLLC.
The firm will serve as the Debtor's accountant in connection with
its Chapter 11 case. The services to be provided by the firm
include preparing the Debtor's monthly operating reports, tax
returns and financial reports, and providing analysis of its cash
flow to prepare a plan of reorganization.
S. Matthew Hamby, a certified public accountant, will be paid $135
per hour for his services while his assistant will be paid $40 per
hour.
In a court filing, Mr. Hamby disclosed that he and other employees
of the firm are "disinterested" as defined in section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
S. Matthew Hamby, CPA
S. Matthew Hamby, CPA, PLLC
222 E. Van Buren, Suite 710
Harlingen, Texas 78550
The Debtor can be reached through its counsel:
Marcos D. Oliva, Esq.
Marcos D. Oliva, PC
223 W. Nolana Ave.
McAllen, TX 78504
Phone: 956-683-7800
Fax: 866-868-4224
Email: marcos@olivalawfirm.com
Email: www.olivalawfirm.com
About Sai Krupa
Sai Krupa, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-70087) on February
26, 2016.
SANDERS COMMERCIAL: Wants More Time to File Chapter 11 Plan
-----------------------------------------------------------
Sanders Commercial Properties, LLC, asks the U.S. Bankruptcy Court
for the Southern District of Mississippi to grant it additional
time within which to file its Plan of Reorganization and Disclosure
Statement in this Chapter 11 case, through and until 20 days after
the Court rules on the Debtor's motions to sell property.
The Debtor's Plan and Disclosure Statement are due July 15, 2016.
The separate Chapter 11 case of the Debtor's principal, David
Sanders, has been converted to a Chapter 7.
The conversion of the David Sanders Chapter 7 case caused Trustmark
to declare a default in the Sanders Commercial case, asserting that
the automatic stay has been lifted entitling
Trustmark to foreclose upon its collateral.
Subsequent to the notice of default, the Debtor in this case
initiated its motion to sell real property free and clear of liens,
claims and interest with two offers it has received.
Trustmark has not made known whether it will consent to the
proposed sales of assets, even though it contends the automatic
stay has lifted.
Because of the uncertainty in connection with Trustmark's position
on the sale of assets, it is premature for Sanders Commercial to
file a Disclosure Statement and Plan of Reorganization. In the
event the sales of assets can be consummated, a Plan of
Reorganization will follow that immediately. However, in the event
the sales of assets cannot be accomplished, there may be no need
for a Plan of Reorganization.
The Debtor's counsel can be reached at:
LAW OFFICES OF CRAIG M. GENO, PLLC
Craig M. Geno, Esq.
Jarret P. Nichols, Esq.
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: (601) 427-0048
Fax: (601) 427-0050
About Sanders Commercial Properties
Sanders Commercial Properties, LLC, sought Chapter 11 protection
(Bankr. S.D. Miss. Case No. 15-01560) on May 13, 2015. Judge Neil
P. Olack is assigned to the case. The petition was signed by David
R. Sanders, member/registered agent.
The Debtor estimated assets and liabilities in the range of $1
million to $10 million.
Craig M. Geno, Esq. at Law Offices of Craig M. Geno, PLLC serves as
the Debtor's counsel.
The Debtor is continuing to operate as Debtor-In-Possession.
No trustee, examiner or official committee has been appointed in
the case.
SANDRIDGE ENERGY: Disclosures OK'd; Aug. 9 Plan Hearing Set
-----------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
SandRidge Energy's Disclosure Statement and scheduled an August 9,
2016 hearing to consider its Amended Chapter 11 Joint Plan of
Reorganization. As previously reported, "On the Effective Date, in
full satisfaction of each Allowed General Unsecured Claim, each
Holder thereof shall receive its Pro Rata share of: (a) $10 million
in cash; (b) 15% of the New Common Stock, as fully-diluted by the
Conversion Equity (measured through the Conversion Date). On the
Effective Date, the Unsecured Note Claims will be deemed Allowed in
the aggregate amount of $2,349 million, consisting of: (i)
approximately $407 million in unpaid principal and interest on
account of the 8.75% Unsecured Senior Notes due 2020; (ii)
approximately $767 million in unpaid principal and interest on
account of the 7.5% Unsecured Senior Notes due 2021; (iii)
approximately $531 million in unpaid principal and interest on
account of the 8.125% Unsecured Senior Notes due 2022; (iv)
approximately $554 million in unpaid principal and interest on
account of the 7.5% Unsecured Senior Notes due 2023; (v)
approximately $41 million in unpaid principal and interest on
account of the 8.125% Unsecured Convertible Notes due 2022; and
(vi) approximately $48 million in unpaid principal and interest on
account of the 7.5% Unsecured Convertible Notes due 2023." The
Court fixed the following dates: voting record date of July 15,
2016; solicitation deadline of July 18, 2016; publication deadline
of July 21, 2016; voting/objection deadline of Aug. 4, 2016.
About SandRidge Energy
SandRidge Energy, Inc. (OTC PINK: SDOC) --
http://www.sandridgeenergy.com/-- is an oil and natural gas
exploration and production company headquartered in Oklahoma City,
Oklahoma, with its principal focus on developing high-return,
growth-oriented projects in the U.S. Mid-Continent and Niobrara
Shale.
SandRidge Energy, Inc. and 24 of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 16-32488) on May 16, 2016. The petitions
were signed by Julian M. Bott as chief financial officer.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey
Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC
as restructuring advisor and Prime Clerk LLC as claims and noticing
agent.
The cases are assigned to Judge David R Jones.
The Office of the U.S. Trustee has appointed five creditors of
SandRidge Energy, Inc., to serve on the official committee of
unsecured creditors.
SIDNEY TRANSPORTATION: Case Summary & 11 Unsecured Creditors
------------------------------------------------------------
Debtor: Sidney Transportation Services, LLC
777 W. Russell Road
Sidney, OH 45365
Case No.: 16-32270
Chapter 11 Petition Date: July 18, 2016
Court: United States Bankruptcy Court
Northern District of Ohio (Toledo)
Judge: Hon. John P. Gustafson
Debtor's Counsel: Eric R. Neuman, Esq.
DILLER AND RICE, LLC
1105-1107 Adams Street
Toledo, OH 43604
Tel: 419-724-9047
E-mail: eric@drlawllc.com
Steven@drlawllc.com;
Kim@drlawllc.com;
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steven Woodruff, owner/managing member.
A copy of the Debtor's list of 11 unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb16-32270.pdf
SMILE ARTIST: Case Summary & 9 Unsecured Creditors
--------------------------------------------------
Debtor: Smile Artist Dentistry PLLC
10065 Almeda Genoa Rd., Suite J
Houston, TX 77075
Case No.: 16-33555
Nature of Business: Health Care
Chapter 11 Petition Date: July 18, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Marvin Isgur
Debtor's Counsel: Richard L Fuqua, II, Esq.
FUQUA & ASSOCIATES, PC
5005 Riverway, Ste. 250
Houston, TX 77056
Tel: 713-960-0277
E-mail: fuqua@fuqualegal.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rodrigo Cabrera, president.
A copy of the Debtor's list of nine unsecured creditors is
available for free at http://bankrupt.com/misc/txsb16-33555.pdf
SOUTHWESTERN ENERGY: Moody's Raises CFR to Ba3, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded Southwestern Energy Company's
Corporate Family Rating to Ba3 from B1, and the Probability of
Default Rating (PDR) to Ba3-PD from B1-PD, while affirming the
senior unsecured notes rating at B1. The Speculative Grade
Liquidity Rating has been raised to SGL-2 from SGL-3. The rating
outlook remains stable.
"The upgrade recognizes the meaningful steps Southwestern has taken
towards improving its credit metrics and reducing refinancing risk
in this weak commodity price environment. Proceeds from its equity
issuance and asset sales in excess of $1.5 billion will be used to
reduce debt and could be used to increase drilling and completions
activity, supporting Southwestern's leverage metrics," commented
Arvinder Saluja, Moody's Vice President -- Senior Analyst. "The
affirmation of the unsecured notes reflects the introduction of
secured debt into the capital structure following closing of the
secured term loan facility."
Issuer: Southwestern Energy Company
Ratings Upgraded:
Corporate Family Rating, Upgraded to Ba3 from B1
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Ratings Affirmed:
Senior Unsecured Regular Bond/Debentures, Affirmed B1 (LGD4)
Senior Unsecured Commercial Paper, Affirmed NP
Outlook Action:
Outlook, Remains Stable
Ratings Raised:
Speculative Grade Liquidity Rating, Raised to SGL-2 from SGL-3
RATINGS RATIONALE
The Ba3 CFR reflects Southwestern's low cost structure and Moody's
expectation that its credit metrics will continue to improve over
the next two years. The Ba3 CFR is also supported by its sizeable
production and reserves base, low finding and development costs
that are among the best in the industry, and management's
conservative financial philosophy, which has included the strategy
of issuing common equity and selling non-core assets in efforts to
preserve balance sheet strength. The rating also reflects Moody's
expectation that Southwestern will maintain good liquidity to fund
an increased drilling and completions program beginning in 2017.
However, its ratings are restrained by its low capital efficiency
which is highly levered to natural gas prices, relatively high
reserve concentration, and elevated leverage metrics. Southwestern
has had increasing leverage since early 2015 partially due to its
large debt-financed Appalachian acquisitions. Southwestern has
experienced weak EBITDA generation due to prolonged weakness in
natural gas prices, which are expected to remain low and
range-bound over the next several years, and compounded by the
negative basis differentials the company faces. Southwestern has
reserve concentration since all of its acreage is in the
Fayetteville and Marcellus Shales even though it has a meaningful
midstream business in the Fayetteville. The company's inventory of
economic drilling locations has decreased despite its favorable
cost structure due to steep deterioration in commodity prices.
Given modest improvements in natural gas pricing and more favorable
margins, Southwestern's cash flows should gradually improve through
2018, resulting in a stronger ratio of retained cash flow (RCF) to
debt (projected at less than 10% in 2016, improving to 15% in 2017)
aided by the expected balance sheet improvement actions. Assuming
strong participation in the announced unsecured notes tender offer,
in addition to bank facility amendments, Southwestern will have a
notably improved debt maturity profile, as the company will have
largely extended or eliminated the maturities on a significant
amount of debt previously scheduled to be due in 2018. In the
absence of strong participation, the company will have increased
cash to prefund capex exceeding internally generated cash flows and
to repay 2018 maturities.
Southwestern's SGL-2 rating reflects Moody's expectation of good
liquidity through 2017. In June 2016, Southwestern entered into a
new credit agreement containing a $743 million committed unsecured
revolving credit facility alongside a $1.2 billion secured term
loan facility, which both mature in December 2020. Borrowings
under the company's previous revolver due 2018 were repaid, and
that revolver now has commitment of $66 million from just one
lender who did not participate in the new revolver due 2020.
Following the June 2016 common stock issuance proceeds of
$1.25 billion, combined with the aforementioned transactions, we
project Southwestern will maintain over $1 billion of cash on the
balance sheet for the remainder of 2016. Moody's expects
Southwestern to maintain full availability under its $743 million
revolver through 2017, as it can both reduce debt and likely fund
an increased drilling and completions program with its ample cash
balance.
The credit agreement governing the revolver and term loan contains
financial maintenance covenants requiring minimum liquidity of $300
million; minimum EBITDAX / interest of 0.75x (stepping up by 0.25x
annually); and a collateral coverage ratio of 1.5x (consisting of
total proved PV-9 value plus cash relative to total secured debt).
Moody's expects the company to maintain adequate headroom in
compliance with the covenants going forward. The company has some
potential options of alternative liquidity, with possible midstream
infrastructure and additional smaller non-core asset sales that it
could execute. Assuming full participation in the recently
announced unsecured notes tender offer, Southwestern will have a
notably improved maturity profile, with significantly reduced
principal coming due in 2018. Southwestern's next maturities are
October 2017 on its two series of medium term unsecured notes
(7.35% and 7.125%) totaling $40 million.
The senior unsecured notes are rated B1, as a result of the secured
nature and priority claim of the $1.2 billion term loan facility.
Due to the size of the claims of the secured debt and trade
payables, the senior notes are rated one notch beneath the Ba3 CFR,
consistent with Moody's Loss Given Default Methodology.
Southwestern's senior notes rank pari-passu with its unsecured
revolving credit facilities and unsecured term loan.
Southwestern's rating outlook is stable, assuming that the company
will maintain good liquidity to fund an increased drilling program,
restoring its declining production and reserves scale.
The ratings could be upgraded if RCF to debt is maintained above
20% with greater capital efficiency, evidenced by a leveraged
full-cycle ratio (LFCR) approaching 1x. Southwestern's ratings
could be downgraded if RCF/Debt stays below 10% beyond 2016 or
liquidity deteriorates materially on a sustained basis.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
Southwestern Energy Company is a US independent exploration and
production (E&P) company headquartered in Houston, Texas.
STEEL DYNAMICS: S&P Affirms 'BB+' CCR, Outlook Remains Stable
-------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB+' corporate credit
rating on Steel Dynamics Inc. The outlook remains stable.
At the same time, S&P affirmed its 'BB+' issue-level rating on the
company's senior unsecured notes. S&P's recovery rating on the
notes remains '3', indicating its expectation for meaningful (50%
to 70%; at the upper end of the range) recovery in the event of a
payment default.
"Our stable outlook on Steel Dynamics reflects our expectation for
satisfactory revenue growth and a substantial EBITDA contribution
from the Columbus mill in the next 12 months despite difficult
industry conditions," said S&P Global Ratings' credit analyst
Patricia Mendonca. "We forecast a decline in adjusted leverage to
about 2.8x for fiscal year 2016, compared with 3.1x for 2015. We
also believe that the company's growth goals will generally keep
leverage under 3x."
S&P could consider raising its rating if it believed Steel Dynamics
would sustain adjusted FFO to debt greater than 30%. An upgrade
would also depend on the company maintaining strong liquidity as a
cushion for unexpected weakness in its volatile operating
environment, while at the same time committing to a long-term
financial policy that is commensurate with an investment grade
rating.
S&P could lower its rating if it expected leverage higher than 4x
and FFO to debt less than 20% on a sustained basis. This could
occur if the company adopts more aggressive financial policies or
experiences declining demand in key markets or excess steel
industry capacity (including imports into the U.S.) that pressures
prices or other factors.
SUNEDISON INC: Annual Report for Retirement Plan Filed
------------------------------------------------------
The SunEdison Retirement Savings Plan filed with the Securities and
Exchange Commission its Annual Report on Form 11-K for the fiscal
year ended Dec. 31, 2015, disclosing:
Non-interest bearing cash $56,675
Total investments $151,485,385
Total receivables $3,955,496
Net assets available for benefits $155,497,556
The statements were audited by Brown Smith Wallace, LLP of Saint
Louis, Missouri.
The Plan was established on April 1, 1989 under the provisions of
Section 401(k) of the Internal Revenue Code and was restated
January 1, 2012. The Plan is a defined contribution retirement
savings plan, subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"), sponsored by SunEdison, Inc.
(the "Company" or the "Plan Sponsor"). The SunEdison, Inc.
Investment Committee is the designated administrator of the Plan
(the "Plan Administrator"), including having the responsibility for
reviewing the performance of the Plan’s investment alternatives.
The members of the SunEdison, Inc. Investment Committee are
employees of the Company.
A copy of the Annual Report is available at https://is.gd/mSc3EP
About SunEdison, Inc.
SunEdison, Inc., (OTC PINK: SUNEQ) 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.
TERESA GIUDICE: Ordered Into Mediation with Bankruptcy Trustee
--------------------------------------------------------------
Vicki Hyman, writing for NJ.com, reported that a U.S. bankruptcy
court judge ordered "Real Housewives of New Jersey" star Teresa
Giudice and the trustee representing her creditors into mediation,
putting to rest -- for now -- the trustee's calls to hold Giudice
in contempt of court for allegedly failing to pony up financial
records.
But Giudice's lawyer Anthony Rainone disputes reports that the
reality show star failed to turn over the requested records,
according to the report. The reality star's attorneys filed an
objection to the trustee's subpoena, saying it was "served for no
other reason than to harass Ms. Giudice," the report related.
However, Rainone says that as a condition of mandatory mediation,
Giudice will turn over "certain documents" to trustee John Sywilok,
the report further related.
Sywilok is the lawyer who successfully sought to reopen Giudice's
bankruptcy proceedings earlier this year in light of her
potentially lucrative legal malpractice lawsuit against the
attorney who represented her in her 2009 bankruptcy proceeding, the
report pointed out.
Sywilok argued that any money Giudice could receive from the
malpractice suit should go to her remaining creditors, even though
Giudice and her husband Joe eventually withdrew their bankruptcy
claim amid allegations they hid assets and income, the report
said.
At stake now is what percentage of Giudice's purely theoretical
award her remaining creditors would be entitled to, the report
noted. Giudice's lawyers say they had come to a handshake
agreement with Sywilok in June in which her creditors would get 35
percent, but Sywilok has said he never signed off on that amount,
later insisting that her creditors should receive the full amount
of any award, the report added.
Rainone and his co-counsel Carlos Cuevas' request that the
bankruptcy court judge enforce the settlement has also been stayed
due to the pending mediation, the report further related.
About the Giudices
In June 2010, Teresa Giudice, who portrays a role in Real
Housewives of New Jersey, and her husband, Joe, filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New
Jersey. The Giudices owe creditors $10.85 million.
Chapter 7 trustee John Sywilok sued the Giudices. The suit
claimed that the Debtors concealed key documents about their
finances and business transactions. Mr. Sywilok also accused the
couple of making false statements under oath about their assets,
income and expenses.
TRIANGLE USA: Setting Procedures for De Minimis Assets Sales
------------------------------------------------------------
Triangle USA Petroleum Corp., and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve procedures
for the sale, transfer, or abandonment of their surplus, obsolete,
non-core, or burdensome assets of de minimis value ("De Minimis
Assets") to a single buyer or group of related buyers with a sale
price equal to or less than $250,000, in which case no further
order of the Court or notice to other parties would be required, or
$2,500,000, subject to the notice and objection procedures as
applicable.
The Debtors believe they can sell the De Minimis Assets profitably
for the benefit of their estates. Thus, it is important for the
Debtors to have a cost-effective procedure in place to capture the
value of such assets while minimizing administrative costs. Indeed,
in the event the Debtors are able to locate buyers for such assets,
it is likely that the proposed buyers' offers will be conditioned
on a quick sale and a process with minimum costs and expenses. The
Debtors thus seek authority to sell De Minimis Assets on an
expedited basis without need for obtaining further Court approval.
The Debtors propose to sell or transfer each of the De Minimis
Assets for the highest and best offer received, taking into
consideration the exigencies and circumstances of each such sale or
transfer, under the following procedures:
a. With regard to sales or transfers of the De Minimis Assets
in any individual transaction or series of related transactions to
a single buyer or group of related buyers with an aggregate selling
price equal to or less than $250,000, the Debtors are authorized to
consummate such transaction(s) if the Debtors determine in the
reasonable exercise of their business judgment that such sales or
transfers are in the best interest of the estates, without further
order of the Court or notice to any party.
b. With regard to sales or transfers of the De Minimis Assets
in any individual transaction or series of related transactions to
a single buyer or group of related buyers with an aggregate selling
price greater than $250,000 and up to or equal to $2,500,000:
(i) The Debtors are authorized to consummate such
transaction(s) if the Debtors determine in the reasonable exercise
of their business judgment that such sales or transfers are in the
best interests of the estates, subject to the procedures;
(ii) The Debtors will give written notice by first class
mail of each such sale (the "Sale Notice") to (A) the U.S. Trustee;
(B) counsel to the creditors' Committee (to the extent appointed);
(C) counsel to the RBL Agent; (D) counsel to the TUSA Unsecured
Notes Trustee; (E) counsel to the Ad Hoc Noteholder Group; (F)
counsel to Caliber; (G) counsel to TPC; and (h) any known affected
creditor (other than the Prepetition Secured Parties) asserting a
Lien on the De Minimis Asset subject to sale (collectively, the
"Notice Parties");
(iii) The Sale Notice will (A) identify of the De Minimis
Assets being sold or transferred, (B) identify the purchaser of the
assets, (C) state the purchase price, and (D) state the significant
terms of the sale or transfer agreement, including, but not limited
to, any payments to be made by the Debtors on account of commission
fees to agents, brokers, auctioneers, and liquidators;
(iv) If no written objections from any of the Notice
Parties are filed with the Court and served on counsel to the
Debtors within seven days after service of such Sale Notice, then
the Debtors are authorized to immediately consummate such sale or
transfer; and
(v) If any Notice Party files and serves on counsel to
the Debtors a written objection to any such sale or transfer with
the Court within seven days after service of such Sale Notice, then
the relevant De Minimis Asset will only be sold or transferred upon
submission of a consensual form of order resolving the objection as
between the Debtors and the objecting party or further order of the
Court after notice and a hearing.
c. Pursuant to Section 363(f) of the Bankruptcy Code, all
sales of De Minimis Assets pursuant to the Order will be free and
clear of all Liens, if any, with any and all such valid and
perfected Liens to attach to proceeds of the sales with the same
validity, priority, force and effect such Liens had on the
property immediately prior to the sale, subject to the rights,
claims, defenses, and obligations, if any, of the Debtors and all
interest parties with respect to any such asserted Liens; provided
however, that in all events such Liens will attach to in accordance
with, and be subject to, the terms and conditions of the Interim
Order Authorizing the Debtors to Use Cash Collateral. To the extent
the De Minimis Assets constitute Prepetition Collateral or Adequate
Protection Collateral, the proceeds thereof will be distributed in
accordance with, and subject to, the terms and conditions of the
Cash Collateral Order.
To the extent such De Minimis Assets cannot be sold at a price
greater than the cost of liquidating such assets, the Debtors seek
authority to abandon such De Minimis Assets in accordance with the
following procedures:
a. The Debtors will give written notice of the abandonment
("Abandonment Notice") to the Notice Parties; provided however,
solely with respect to the abandonment of real property, the
Debtors will also give written notice to (i) counsel for the United
States Environmental Protection Agency and (ii) counsel for the
environmental agency of the state where the property is located;
b. The Abandonment Notice will contain a (i) reasonably
detailed description of the De Minimis Assets to be abandoned,
(ii) the Debtors' reasons for such abandonment, and (iii) any
payments to be made by the Debtors in connection with such
abandonment including, but not limited to, commission fees to
agents, brokers, auctioneers, and liquidators;
c. If no written objections from any of the Notice Parties
are filed with the Court and served on counsel to the Debtors
within seven days after the date of service of such Abandonment
Notice, then the Debtors are authorized to immediately proceed with
the abandonment; and
d. If a written objection from any Notice Party is filed with
the Court and served on counsel to the Debtors within seven days
after service of such Abandonment Notice, then the relevant De
Minimis Assets will only be abandoned upon either the consensual
resolution of the objection by the parties in question or further
order of the Court after notice and a hearing.
About Triangle USA
Triangle USA Petroleum Corporation is an independent exploration
and production company with a strategic focus on developing the
Bakken Shale and Three Forks formations in the Williston Basin of
North Dakota and Montana. TUSA is a wholly owned subsidiary of
Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor
its affiliated company, RockPile Energy Services, LLC, is included
in TUSA's Chapter 11 filing.
Triangle USA Petroleum Corporation and its affiliates filed
voluntary petitions under Chapter 11 of the Bankruptcy Code
in the U.S. Bankruptcy Court for the District of Delaware on
June 29, 2016. The cases are pending before the Honorable Mary F.
Walrath, and the Debtors have requested that their cases be
jointly
administered under Case No. 16-11566.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC, as financial advisor, PJT Partners
Inc. as investment banker and Prime Clerk LLC as claims & noticing
agent.
In its petition, TUSA estimated assets in the range of $500 million
to $1 billion and liabilities of up to $1 billion.
TRIANGLE USA: Wells Fargo Approves Cash Collateral Use
------------------------------------------------------
Triangle USA Petroleum Corporation and certain of its affiliates
seek authority from the Bankruptcy Court to use cash collateral
securing their indebtedness to Wells Fargo Bank, National
Association, as administrative agent and issuing lender, and the
lenders under a senior secured reserve-based credit facility dated
as of Nov. 25, 2014.
The Debtors said they require the use of their Cash Collateral to
operate their businesses in the ordinary course and to pay the
costs associated with these cases. Without access to Cash
Collateral, the Debtors maintained they will rapidly exhaust their
liquidity and could be forced to liquidate.
Pursuant to the RBL Credit Agreement, TUSA and its wholly owned
subsidiaries were, as of the Petition Date, indebted to the
Prepetition Secured Parties in the aggregate principal amount of
$305,814,685, plus any accrued interest and fees.
According to the Debtors' counsel Sarah E. Pierce, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, although the Debtors'
capital structure is not sustainable in the long term, the Debtors
have sufficient liquidity -- much of which is Cash Collateral -- to
administer a value-maximizing Chapter 11 process.
The Debtors have agreed to provide the Prepetition Secured Parties
with the following adequate protection package to
secure payment of an amount equal to the Collateral diminution:
(a) the Debtors will provide adequate protection liens to the
RBL Agent, for the benefit of the Prepetition Secured
Parties to the extent of any diminution in value of their
interest in the Prepetition Collateral, subject to the Carve
Out;
(b) the Debtors will grant the Prepetition Secured Parties
allowed superpriority administrative claims arising pursuant
to Section 507(b) of the Bankruptcy Code against each of the
RBL Credit Parties on a joint and several basis with
priority over all other administrative claims in the Cases
of the RBL Credit Parties (subject only to the Carve-Out),
including all claims of the kind specified under Sections
503(b) of the Bankruptcy Code;
(c) the Debtors will make adequate protection payments to
the RBL Agent for the ratable benefit of the Prepetition
Secured Parties adequate protection payments on the last
business day of each calendar month after the entry of the
Interim Order, in each case in an amount equal to all
accrued and unpaid prepetition or postpetition interest,
fees, and costs due and payable under the RBL Credit
Agreement, and, in each case, those payments shall be
calculated based on the Default Rate of 2.00% plus the
Adjusted Base Rate plus the Applicable Margin under the RBL
Credit Agreement;
(d) the Debtors will pay the reasonable and documented fees,
expenses, and disbursements incurred by the RBL Agent;
(e) the Debtors will continue to comply with the financial
reporting requirements set forth in the RBL Credit
Agreement;
(f) the Debtors will comply with a prepared budget, subject to
certain variances;
(g) the Debtors have agreed to provide consultation rights to
the RBL Agent for certain use, sale, or lease of Oil and Gas
Properties with an aggregate fair market value in excess of
$1,000,000; and
(h) the Debtors have agreed to use commercially reasonable
efforts to provide one business day prior notice and drafts
of certain communications and pleadings in these cases.
The Prepetition Secured Parties consent to the Debtors' use of Cash
Collateral. The Debtors believe that the terms upon which the
parties ultimately settled, although not ideal, represent the most
favorable terms they reasonably could have achieved under the
circumstances.
A full-text copy of the motion -- which also contains a copy of the
13-week Budget -- is available for free at:
http://bankrupt.com/misc/12_TRIANGLE_Collateral.pdf
About Triangle USA Petroleum
Triangle USA Petroleum Corporation is an independent exploration
and production company with a strategic focus on developing the
Bakken Shale and Three Forks formations in the Williston Basin of
North Dakota and Montana. TUSA is a wholly owned subsidiary of
Triangle Petroleum Corporation (NYSE MKT: TPLM).
Triangle USA Petroleum Corporation ("TUSA") and its affiliates on
June 29, 2016, filed voluntary petitions for relief under Chapter
11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case
No. Case No. 16-11566) to facilitate a restructuring that would
convert $380 million of debt to equity
restructuring of its balance sheet.
Neither TPLM nor its affiliated company, RockPile Energy Services,
LLC, is included in TUSA's Chapter 11 filing.
The cases are pending before the Honorable Mary F. Walrath, and the
Debtors have requested that their cases be jointly administered.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC, as financial advisor, PJT Partners
Inc. as investment banker and Prime Clerk LLC as claims & noticing
agent.
In its petition, TUSA estimated assets and debt in the range of
$500 million to $1 billion.
TRIMOR MORTGAGE: Claims Bar Date Set for September 2
----------------------------------------------------
The Court of Queen's Bench of Alberta approved the claims
procedures which directed Deloitte Restructuring Inc., the
appointed trustee of the bankruptcy estate of Trimor Mortgage
Investment Corporation and Trimor Equity Corporation, to solicit
claims from all known preferred shareholders of the Debtors for the
purpose of determining the claims which will participate in the
claims process.
If you do not agree with the amount included in the shareholder
claim, you must deliver the notice of dispute to the trustee on or
before 4:00 p.m. (Mountain Daylight Time) on Sept. 2, 2016, by
registered mail or courier services to Deloitte Restructuring, 700,
850 - 2nd Street SW, Calgary, Alberta, T2P 0R8 or via fax to
403-718-3681 to the attention of Dana Gaspar or via email to
dgaspar@deloitte.ca
A copy of the claims process order is available for viewing on the
trustee's website at http://www.insolvencies.deloitte.ca
Trimor Mortgage Investment Corporation and Trimor Equity
Corporation filed assignments into bankruptcy pursuant to Canada's
Bankruptcy and Insolvency Act on July 15, 2014.
TUSCANY ENERGY: Exclusive Solicitation Period Extended to Sept. 7
-----------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has extended, at the behest of Tuscany
Energy, LLC, the exclusive solicitation period by 60 days to
through and including Sept. 7, 2016.
As reported by the Troubled Company Reporter on July 8, 2016, the
Debtor, in order to minimize costs and preserve judicial resources,
sought additional time to attempt to resolve issues with Armstrong
Bank prior to pursuing approval of the Disclosure Statement, and
soliciting votes in favor of the Plan. The Debtor believes that
any settlement reached with Armstrong Bank will likely result in
modifications or amendments to the Plan and Disclosure Statement.
Headquartered in Boca Raton, Florida, Tuscany Energy, LLC's primary
assets consist of lease rights for an estimated 68 producing wells,
12 temporarily shut down wells, 90 nonproducing wells, and 10
injection or disposal wells located in Lincoln, Creek, Okfuskee,
Payne and Pottawatomie counties in Oklahoma.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 16-10398) on Jan. 11, 2016, estimating its assets at
between $100,000 and $500,000 and its liabilities at between $1
million and $10 million. The petition was signed by Donald Sider,
manager.
Judge Erik P. Kimball presides over the case.
Bradley S Shraiberg, Esq., at Shraiberg, Ferrara, & Landau P.A.
serves as the Debtor's bankruptcy counsel.
TWO MILE RANCH: Taps Lindquist-Kleissler as Legal Counsel
---------------------------------------------------------
Two Mile Ranch seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to hire Lindquist-Kleissler & Company, LLC
as legal counsel in connection with its Chapter 11 case.
Arthur Lindquist-Kleissler, Esq., will receive $425 per hour for
his services. Meanwhile, the firm's paralegal and legal assistant
will be paid $145 per hour and $120 per hour, respectively.
Mr. Lindquist-Kleissler disclosed in a court filing that the firm
is a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Arthur Lindquist-Kleissler, Esq.
Lindquist-Kleissler & Company, LLC
950 S. Cherry Street, Suite 510
Denver, CO 80246
Phone: (303) 691-9774
Fax: (303) 756-8982
Email: Arthuralklaw@gmail.com
About Two Mile Ranch
Two Mile Ranch sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 16-16615) on July 1, 2016. The
petition was signed by Mark A. Pauling, partner and manager.
The case is assigned to Judge Elizabeth E. Brown.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
UNITED SHIPPING: Dismissal of Suit vs WDS Directors Reversed
------------------------------------------------------------
In the case captioned Linda "Randee" Wines, Appellant, v. Jeff
Wines, et al., Respondents, No. A15-1706 (Minn. Ct. App.), the
Court of Appeals of Minnesota affirmed the denial of the
respondents' sanction motion, but otherwise reversed and remanded
to the district court for further proceedings.
In February 2015, Linda Randee Wines commenced an action seeking
relief as a shareholder, alleging that respondents, as directors of
Wiseway Distribution Services, Inc. (WDS), violated their fiduciary
duties by acting unfairly, fraudulently, and illegally toward her,
and by misapplying or wasting WDS's corporate assets. Her amended
complaint sought equitable relief in the form of an accounting and
a buy-out.
In lieu of answering, the respondents moved to dismiss the action
under Minn. R. Civ. P. 12.02, arguing that Randee's claims are
improper because they are derivative and she did not join WDS, and
are time-barred. The respondents also sought sanctions under Minn.
R. Civ. P. 11.03. The district court granted the dismissal motion,
but denied the respondents' rule-11 motion, determining that
Randee's claims were not so lacking in merit as to warrant
sanctions.
On appeal, the Court of Appeals of Minnesota reversed the dismissal
upon finding that Randee's claims have sufficient merit to preclude
rule-12 dismissal. The appellate court affirmed the district
court's determination that rule-11 sanctions are not warranted.
A full-text copy of the appellate court's July 11, 2016 opinion is
available at https://is.gd/Y8Da4B from Leagle.com.
Appellant is represented by:
Kay Nord Hunt, Esq.
Phillip A. Cole, Esq.
Deborah C. Swenson, Esq.
LOMMEN ABDO, P.A.
Minneapolis, MN
1000 International Centre
920 Second Avenue South
Minneapolis, MN 55402
Tel: (612)339-8131
Fax: (612)339-8064
Email: kay@lommen.com
phil@lommen.com
dswenson@lommen.com
-- and --
Todd R. Haugan, Esq.
HAUGAN LAW OFFICE
746 Mill Street
Wayzata, MN
Tel: (952)476-0938
Fax: (952)476-0932
Email: trhaugan@aol.com
Jeff Wines, Brett Wines, and Robert Schmidt are represented by:
Joshua A. Hasko, Esq.
John W. Lang, Esq.
MESSERLI & KRAMER P.A.
Minneapolis, MN
1400 Fifth Street Towers
100 South Fifth Street
Minneapolis, MN 55402-1217
Tel: (612)672-3600
Fax: (612)672-3777
Email: jhasko@messerlikramer.com
jlang@messerlikramer.com
About United Shipping & Technology
US&T, through its subsidiary Velocity Express Inc., is the
largest nationally integrated supplier of same-day delivery and
logistics services in North America, providing customized
transportation services to key Fortune 500 companies and others
across several vertical industries including: financial
institutions; healthcare; petrochemical; computers and
electronics; and e-commerce. Among the company's customers are
Bank of America, McKesson Corporation, BP Amoco and Dow
Chemical. The company offers customized delivery solutions for
same-day, time-critical shipping through a network of
approximately 11,500 employees and independent contractors,
10,000 vehicles and 210 facilities.
US&T's mission is to grow market share by providing a higher
level of service and logistical support to customers through the
use of sophisticated and proprietary advanced technology, while
at the same time bringing a new dimension to interactive
commerce and information retrieval. For more information, visit
the company's Web site at www.u-s-t.com.
In 1988, United sought chapter 11 bankruptcy protection.
UNITED SITE: Moody's Assigns B2 Rating on Proposed $450MM Facility
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed $450
million senior secured credit facility of USS Parent Holding Corp.
(indirect parent of United Site Services, Inc., "USS"), consisting
of a $340 million senior secured term loan due 2023, a $50 million
senior secured delayed draw term loan due 2023 and a $60 million
senior secured revolver expiring 2022. At the same time, Moody's
affirmed USS' B2 Corporate Family Rating (CFR) and B2-PD
Probability of Default Rating (PDR). The ratings outlook is
stable.
Proceeds from the proposed transaction will be used to refinance
all existing debt at USS, including its first lien credit
facilities and mezzanine debt, and pay related fees and expenses.
The company is also proposing to put in place a $50 million 7-year
senior secured delay draw term loan that is to be drawn within 24
months of closing. The delayed draw term loan is expected to be
used for allowable acquisitions. The equity investment made by
Calera Capital, management, and co-investors in 2014 is not
expected to change.
Moody's affirmed USS' B2 CFR as the proposed refinancing will not
materially alter its debt-to-EBITDA leverage of around 4.3 times as
of March 31, 2016 (including pro-forma adjustments for acquisitions
and Moody's standard adjustments). However, the transaction will
modestly improve the company's near term liquidity including
pushing out debt maturities, lowering annual cash interest
payments, removing a term loan financial maintenance covenant, and
increasing the size of its revolving credit facility by $10
million. Moody's expects the new $60 million revolving credit
facility to be undrawn at closing.
The B2 rating assigned to the proposed first lien credit facilities
is one notch lower than the B1 ratings on the existing first lien
credit facility, which benefits from the loss absorption cushion
provided by the unsecured subordinated mezzanine notes. The
proposed first lien credit facilities effectively comprise the
company's entire debt structure.
Moody's took these rating actions on USS Parent Holding Corp.:
Corporate Family Rating, Affirmed B2;
Probability of Default Rating, Affirmed B2-PD;
$60 million Senior Secured Revolving Credit Facility expiring
2022, Assigned B2, LGD3
$340 million Senior Secured Term Loan due 2023, Assigned B2,
LGD3;
$50 million Senior Secured Delayed Draw Term Loan due 2023,
Assigned B2, LGD3;
Outlook, Stable
All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation. The
instrument ratings are subject to change if the proposed capital
structure is modified. The B1 ratings on the company's existing
first lien credit facilities (revolver and term loan) have not been
changed, and will be withdrawn upon close of the transaction.
RATINGS RATIONALE
The B2 CFR reflects USS' moderate debt-to-EBITDA leverage of 4.3
times for the last 12 month period ending March 31, 2016 (including
pro-forma adjustments for acquisitions and Moody's standard
adjustments), and Moody's expectation that it will remain elevated
in the low-to-mid 4.0 times range as USS utilizes the delayed draw
term loan to fund its aggressive acquisitive growth strategy in the
next 12-18 months. Additionally, the CFR continues to reflect USS'
small operating scale, concentration towards the highly cyclical
residential and commercial construction end markets, which comprise
over 50% of its revenues, and risks associated with private equity
ownership, including potential shareholder friendly actions in the
long term. The rating is supported by the current favorable
conditions in the construction sector, USS' reported leading market
position within the fragmented portable sanitation and related site
service solutions market, a diverse and national customer base, and
good liquidity. As USS continues to increase its route density
through organic growth and tuck-in acquisitions, its efficiency and
profitability should improve over time.
The stable rating outlook reflects Moody's expectations that
continued strength in the construction sector and mid-single digit
organic revenue growth will slowly improve USS' operating margins,
and that the company will maintain good liquidity including
positive free cash flow generation. The stable outlook also
anticipates that USS' acquisitive strategy will slow the pace of
deleveraging.
Moody's could upgrade the ratings if USS profitably grows its scale
and diversity, and also maintains good liquidity. The ratings
could be upgraded if Moody's comes to expect USS will maintain
debt-to-EBITDA below 4.5 times and free cash flow-to-total debt
over 8%.
The ratings could be downgraded if revenue growth slows or
profitability declines, leading Moody's to anticipate low or no
free cash flow. If debt to EBITDA is sustained above 6.0 times,
EBITDA less capital expenditures to interest expense is less than
1.25 times, or liquidity weakens, the ratings could be lowered.
Headquartered in Westborough, MA, USS Parent Holding Corp. and
United Site Services, Inc. and its subsidiaries ("USS") is a
provider of portable sanitation units, temporary fencing, storage
containers, and temporary electric equipment serving the
construction, commercial and industrial, special event,
governmental agency, and other end markets. USS is controlled by
affiliates of Calera Capital. USS generated revenues of
approximately $315 million for the last twelve months ended
March 31, 2016.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
USS PARENT: S&P Assigns 'B' Rating on Proposed $450MM Sr. Facility
------------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'B' issue-level
rating and '3' recovery rating to Massachusetts-based USS Parent
Holding Corp.'s proposed $450 million senior secured credit
facility, which consists of an undrawn $60 million revolving
facility, a $340 million term loan, and an undrawn $50 million
delayed draw term loan. The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; lower half of the range)
recovery in the event of a default.
At the same time, S&P affirmed its 'B' corporate credit rating on
the company. The outlook remains stable.
USS plans to use the proceeds from this facility to refinance its
existing senior and subordinated debt and provide it with
additional capacity for future acquisitions under more flexible
terms, including a covenant-lite structure.
"The ratings on USS Parent Holding Corp. reflect our weak
assessment of the company's business risk profile and our highly
leveraged assessment of its financial risk profile," said S&P
Global credit analyst Daniel Lee.
The stable outlook on USS Parent Holding Corp. reflects S&P's
expectation that the company will be able to improve its overall
operating profitability and free cash flow generation with organic
revenue growth, cost-improvement initiatives, and accretive
acquisitions. The company's leading positions in its niche
markets, its moderate geographic diversity, and its strong free
cash flow generation should help to somewhat offset its small
addressable market, narrow product scope, and earnings volatility
(which is associated with its large exposure to cyclical
construction end markets). S&P expects that USS' financial sponsor
will implement financial policies that will allow it to maintain
credit measures that are consistent with S&P's current ratings,
specifically an adjusted debt-to-EBITDA metric of between 4.5x and
6.0x.
S&P could lower its ratings on USS if a decline in the company's
key end markets causes its sales volume and operating margins to
decline for a prolonged period. S&P could also lower its rating if
the company pursues debt-funded acquisitions or potential
shareholder rewards that weaken its credit metrics on a sustained
basis. Under such scenarios, S&P would expect the company's
adjusted debt-to-EBITDA metric to exceed 6x without any prospect
for improvement over the following 12 months. This could occur if
both S&P's sales growth and EBITDA margin expectations are off by
approximately 200 basis points (bps). In addition, S&P could lower
its ratings on the company if its liquidity position weakens to the
point that S&P would reassess it as less than adequate.
S&P could raise its ratings on USS if it is able to continue to
increase its revenue and EBITDA while simultaneously improving its
overall credit metrics such that its adjusted debt-to-EBITDA metric
fell below 4.5x on a sustained basis. This could occur if the
company's sales growth and EBITDA margins are approximately 200
basis points (bps) higher than S&P incorporated in its
base-case scenario. In conjunction, S&P would require assurances
that management and the company's financial sponsor would commit to
abide by financial policies that will allow its credit metrics to
remain at that level.
UTE LAKE RANCH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ute Lake Ranch, Inc.
c/o Cordes & Company, Inc.
5299 DTC Blvd, Suite 815
Englewood, CO 80111-3329
Case No.: 16-17054
Chapter 11 Petition Date: July 18, 2016
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Elizabeth E. Brown
Debtor's Counsel: Matthew T. Faga, Esq.
MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
1700 Lincoln St., Ste. 4550
Denver, CO 80203
Tel: 303-318-0120
Fax: 303-830-0809
E-mail: mfaga@markuswilliams.com
- and -
James T. Markus, Esq.
MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
1700 Lincoln St., Ste. 4550
Denver, CO 80203
Tel: 303-830-0800
Fax: 303-830-0809
E-mail: jmarkus@markuswilliams.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edward B. Cordes, authorized
representative.
A copy of the Debtor's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob16-17054.pdf
VINH PHAT SUPERMARKET: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Vinh Phat Supermarket, Inc.
6105 Stockton Boulevard
Sacramento, CA 95824
Case No.: 16-24672
Chapter 11 Petition Date: July 18, 2016
Court: United States Bankruptcy Court
Eastern District of California (Sacramento)
Judge: Hon. Christopher M. Klein
Debtor's Counsel: Jamie P. Dreher, Esq.
DOWNEY BRAND LLP
621 Capitol Mall 18th Fl
Sacramento, CA 95814
Tel: (916) 444-1000
E-mail: jdreher@downeybrand.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Eric Vong, board member/authorized
individual.
A copy of the Debtor's list of 20 unsecured creditors is available
for free at http://bankrupt.com/misc/caeb16-24672.pdf
WARREN RESOURCES: Amends Chapter 11 Plan
----------------------------------------
BankruptcyData.com reported that Warren Resources filed with the
U.S. Bankruptcy Court an Amended Chapter 11 Plan of Reorganization
and related Disclosure Statement. According to the Disclosure
Statement, "Pursuant to the terms of the agreed restructuring and
as more fully described in the RSA and related documents, the First
Lien Lenders will convert their outstanding claims into the New
First Lien Facility in the amount of $130 million (plus, at the
Plan Sponsor's option, any outstanding amounts on the DIP Financing
up to $20 million) and 82.5% of the equity in the Reorganized
Debtors to be reduced by the Claren Road Supplemental Equity
Distribution. The General Equity Pool, which consists of the
remaining 17.5% of equity in the Reorganized Debtors will be
divided, pro rata, among the Second Lien Lenders, Senior
Noteholders and Citrus Energy (if allowed as a general unsecured
claim, and if so allowed in an amount not exceeding $8.5 million).
Additionally, the Second Lien Lenders will receive their pro rata
proportion of the Claren Road Supplemental Equity Distribution and
New Warrants. This will result in the Second Lien Lenders
receiving 7.55% of all issued and outstanding equity in the
Reorganized Debtors on the Plan Effective Date. The Claren Road
Supplemental Equity Distribution will be made from and reduce the
82.5% of equity in the Reorganized Debtors otherwise distributable
to the First Lien Lenders. General unsecured creditors will receive
a discounted cash payment or a note equal to the economic value
received by holders of Allowed Class 2A Claims based on the value
received by such holders from the General Equity Pool. Existing
equity in Warren will be cancelled."
About Warren Resources
Warren Resources Inc., is an independent energy company engaged in
the exploration, development and production of domestic onshore
crude oil and natural gas reserves. It is primarily focused on the
development of its waterflood oil recovery properties in the
Wilmington field within the Los Angeles Basin of California, its
position in the Marcellus Shale gas in northeastern Pennsylvania
and its coalbed methane, or CBM, natural gas properties located in
Wyoming.
Warren Resources, Inc., Warren E&P, Inc., Warren Resources of
California, Inc., Warren Marcellus LLC, Warren Energy Services,
LLC, and Warren Management Corp. each filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed
Lead Case No. 16-32760) on June 2, 2016. The Debtors listed total
assets of $230 million and total debt of $545 million.
The Debtors have hired Andrews Kurth LLP as counsel, Jefferies LLC
as investment banker, Deloitte Transactions and Business Analytics
LLP as restructuring advisor and Epiq Bankruptcy Solutions, LLC as
claims, balloting and noticing agent.
Judge Marvin Isgur has been assigned the cases.
WARREN RESOURCES: Entered Into Amended and Restated RSA
-------------------------------------------------------
In connection with the Chapter 11 cases of Warren Resources, Inc.,
and its affiliates, the Debtors entered into a Restructuring
Support Agreement, dated as of June 2, 2016, with the lenders under
their existing first-lien credit agreement -- the Plan Sponsor --
and the holders of a majority of their senior notes.
On July 11, 2016, the Debtors entered into an Amended and Restated
Restructuring Support Agreement with the Plan Sponsor, the lenders
under their existing second-lien credit facility, and the holders
of a majority of their senior notes for a consensual restructuring
of its balance sheet.
Under the Amended and Restated RSA, the Company expects that, if
confirmed pursuant to the Chapter 11 Cases, its plan of
reorganization will result in:
(a) the lenders under its currently existing first-lien
credit agreement receiving 79.01% of its post-
restructuring common equity interests,
(b) the lenders under its currently existing second-lien
credit facility receiving 7.55% of its post
restructuring common equity interests; and
(c) each of the holders of its currently existing unsecured
notes, together with another unsecured claim holder,
receiving a pro rata share of 13.45% of the post-
restructuring equity of the Company (in each case,
subject to dilution by issuances of equity interests
under a new management incentive program and the
exercise of warrants).
More specifically, under the Amended and Restated RSA:
* the lenders under the Company's first-lien credit
agreement will become lenders under a new first-lien
credit facility in an amount equal to $130 million plus
the principal amount of any debtor-in-possession
financing (generally described below) outstanding as of
the plan effective date (up to $20 million) and will
obtain 82.5% of the post-restructuring common equity of
the Company -- First Lien Equity -- subject to dilution
by a new management incentive program, the exercise of
warrants and a Supplemental Equity Distribution;
* the lenders under the Company's second-lien credit
facility, the holders of the Company's unsecured notes
and, at the option of the Plan Sponsor, a holder of
another claim (if allowed, and only up to an amount of
$8.5 million) will be entitled to share pro rata in
17.5% of the post-restructuring common equity of the
Company -- General Equity Pool -- which is subject to
dilution by a new management incentive program and the
exercise of warrants;
* to the extent the pro rata share of the General Equity
Pool received by the Company's second-lien credit
facility lenders is less than 7.55%, such lenders will
be entitled to receive a supplemental distribution of
common equity to bring their holdings of the post-
restructuring common equity of the Company up to 7.55%
in the aggregate -- Supplemental Equity Distribution --
which amount shall be subject to dilution by a new
management incentive program and the exercise of
warrants; and
* the reorganized Company will, pursuant to a warrant
agreement, issue to the lenders under the Company's
second-lien credit facility five-year warrants to
purchase up to 5% of the post-restructuring common
equity of the Company, subject to dilution under a new
management incentive plan.
The Amended and Restated RSA contemplates the approval by the
Bankruptcy Court of the DIP Credit Agreement. Upon the
effectiveness of the plan of reorganization contemplated by the
Amended and Restated RSA, any outstanding principal amount of the
DIP Credit Agreement -- up to $20 million -- may be, at the option
of the Plan Sponsor, exchanged or rolled into the new first-lien
credit facility.
The Amended and Restated RSA includes an agreed timeline for the
Chapter 11 Cases that, if met, would result in the Company
confirming a Chapter 11 plan and emerging from bankruptcy by
September 30, 2016.
The proposed terms of the DIP Credit Agreement and the proposed
terms of the restructuring set forth in the Amended and Restated
RSA are to be effectuated through the Chapter 11 Cases and remain
subject to Bankruptcy Court approval.
A copy of the Amended and Restated Restructuring Support Agreement,
dated July 11, 2016, by and among Warren Resources, Inc., certain
of its subsidiaries, GSO Capital Partners LP on behalf of itself
and on behalf of certain funds and accounts it manages, advises or
sub-advises named as signatories therein, Claren Road Credit Master
Fund, Ltd. and Claren Road Credit Opportunities Master Fund, Ltd.,
and each beneficial holder (or investment manager or advisor
therefor) of the 9.0% Senior Notes due 2022 issued by Warren
Resources, Inc. identified on the signature pages thereto, is
available at https://is.gd/kZreHT
The members of the lending syndicate are:
* FS INVESTMENT CORPORATION
* FS INVESTMENT CORPORATION II
* FS INVESTMENT CORPORATION III
* FS ENERGY AND POWER FUND
* RACE STREET FUNDING LLC
* COBBS CREEK LLC
* LEHIGH RIVER LLC
* JUNIATA RIVER LLC
* GREEN CREEK LLC
* JEFFERSON SQUARE FUNDING LLC
* CLAREN ROAD CREDIT MASTER FUND, LTD.
* CLAREN ROAD CREDIT OPPORTUNITIES MASTER FUND, LTD.
* HOTCHKIS AND WILEY HIGH YIELD FUND
* SAN DIEGO COUNTY EMPLOYEES RETIREMENT ASSOCIATION
* HOTCHKIS AND WILEY CAPITAL INCOME FUND
* SANTA BARBARA COUNTY EMPLOYEES RETIREMENT SYSTEM
* NATIONAL ELEVATOR INDUSTRY PENSION PLAN
* TEXAS COUNTY AND DISTRICT RETIREMENT SYSTEM
* GOVERNMENT OF GUAM RETIREMENT FUND
* UNIVERSITY OF DAYTON
* NOMURA US ATTRACTIVE YIELD CORPORATE BOND FUND MOTHER FUND
* BARCLAYS MULTI-MANAGER FUND PLC
* CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM
* HIGH YIELD CORPORATE BOND OPEN MOTHER FUND
* KAPITALFORENINGEN INDUSTRIENS PENSION PORTFOLIO, HIGH
YIELD OBLIGATIONER III
* NOMURA FUNDS IRELAND PLC - US HIGH YIELD BOND FUND
* L-3 COMMUNICATIONS CORPORATION MASTER TRUST
* LOUISIANA STATE EMPLOYEES’ RETIREMENT SYSTEM
* MONTGOMERY COUNTY EMPLOYEES’ RETIREMENT SYSTEM
* NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC.
* NOMURA FUNDS IRELAND PLC - GLOBAL HIGH YIELD BOND FUND
* NOMURA HIGH YIELD FUND
* NOMURA MULTI MANAGERS FUND - GLOBAL BOND
* NOMURA MULTI MANAGERS FUND - GLOBAL HIGH YIELD BOND
* NOMURA MULTI MANAGERS FUND II - US HIGH YIELD BOND
* NOMURA US HIGH YIELD BOND INCOME
* PHILADELPHIA INDEMNITY INSURANCE COMPANY
* PINNACOL ASSURANCE
* STICHTING PENSIOENFONDS TNO
* THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
* KAPITALFORENINGEN UNIPENSION INVEST, HIGH YIELD
OBLIGATIONER V
* SAFETY NATIONAL CASUALTY CORPORATION
* STICHTING PENSIOENFONDS HOOGOVENS
* PCM FUND, INC.
* STATE TEACHERS RETIREMENT SYSTEM OF OHIO
* KAPITALFORENINGEN ATP INVEST, HOJRISIKO OBLIGATIONER
* PIMCO GLOBAL INCOME OPPORTUNITIES FUND
* PIMCO HIGH INCOME FUND
* PIMCO FUNDS: PIMCO HIGH YIELD SPECTRUM FUND
* UNIPENSION INVEST F.M.B.A., HIGH YIELD OBLIGATIONER III
* PINE RIVER DEERWOOD FUND LTD.
* PINE RIVER FIXED INCOME MASTER FUND LTD.
* PINE RIVER MASTER FUND LTD.
* LMA SPC FOR AND ON BEHALF OF MAP 89 SEGREGATED PORTFOLIO
* REDWOOD MASTER FUND, LTD.
* WHITEBOX MULTI-STRATEGY PARTNERS, LP
* WHITEBOX CREDIT PARTNERS, LP
* WHITEBOX RELATIVE VALUE PARTNERS, LP
The Plan Sponsor may be reached at:
GSO / Blackstone Debt Funds Management LLC
345 Park Avenue
31st Floor
New York, NY 10154
Attention: Brad Marshall
Valerie Kritsberg
E-mail: brad.marshall@gsocap.com
valerie.kritsberg@gsocap.com
-- and -
Franklin Square Capital Partners
201 Rouse Boulevard
Philadelphia, PA 19112
Attention: Stephen S. Sypherd
E-mail: stephen.sypherd@franklinsquare.com
The Plan Sponsor is represented by:
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, IL 60654
Attention: Patrick J. Nash, Jr., P.C., Esq.
Gregory F. Pesce, Esq.
E-mail: patrick.nash@kirkland.com
gregory.pesce@kirkland.com
Claren Road may be reached at:
Claren Road Asset Management LLC
51 Astor Place, 12th Floor
New York, NY 10003
Attention: Albert Marino
Ben Kozinn
E-mail: marino@clarenroad.com
Kozinn@clarenroad.com
Claren Road is represented by:
Bracewell LLP
CityPlace I, 34th Floor
185 Asylum Street
Hartford, CT 06103-3458
Attention: Kurt A. Mayr, Esq.
David L. Lawton, Esq.
E-mail: kurt.mayr@bracewelllaw.com
david.lawton@bracewelllaw.com
The Required Consenting Senior Noteholders are represented by:
Stroock Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
Attention: Jayme Goldstein, Esq.
Erez Gilad, Esq.
E-mail: jgoldstein@stroock.com
egilad@stroock.com
About Warren Resources
Warren Resources Inc., is an independent energy company engaged in
the exploration, development and production of domestic onshore
crude oil and natural gas reserves. It is primarily focused on the
development of its waterflood oil recovery properties in the
Wilmington field within the Los Angeles Basin of California, its
position in the Marcellus Shale gas in northeastern Pennsylvania
and its coalbed methane, or CBM, natural gas properties located in
Wyoming.
Warren Resources, Inc., Warren E&P, Inc., Warren Resources of
California, Inc., Warren Marcellus LLC, Warren Energy Services,
LLC, and Warren Management Corp. each filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 16-32760) on June 2, 2016. The Debtors listed total assets of
$230 million and total debt of $545 million.
The Debtors have hired Andrews Kurth LLP as counsel, Jefferies LLC
as investment banker, Deloitte Transactions and Business Analytics
LLP as restructuring advisor and Epiq Bankruptcy Solutions, LLC as
claims, balloting and noticing agent.
Judge Marvin Isgur has been assigned the cases.
An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.
WARREN RESOURCES: Revised Summary Budget Filed
----------------------------------------------
Warren Resources, Inc., on July 7, 2016, provided a revised summary
budget of the Company to counsel to certain holders of the
Company's 9% Senior Notes due 2022.
The budget is for a 23-week period through Nov. 6, 2016.
The Revised Budget is available at https://is.gd/sZdqP4
As reported by the Troubled Company Reporter on July 18, 2016,
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas issued his Final Order authorizing Warren
Resources, Inc., et al., to use cash collateral and obtain
postpetition financing from DIP Agent Wilmington Trust, National
Association.
As of the Petition Date, the Debtors are indebted to Wilmington
Trust and the Prepetition First Lien Lenders in an amount not less
than $248,014,432.13. The Debtors are also indebted to Cortland
Products Corp., as administrative agent, and the Prepetition Second
Lien Lenders in an amount not less than $52,000,000, as of the
Petition Date.
Judge Isgur authorized the Debtors to request extensions of credit
under the DIP Facility up to an aggregate principal amount of
$20,000,000 at any one time outstanding.
In connection with the Chapter 11 Cases, the Debtors on June 2,
2016, filed a motion seeking, among other things, interim and final
approval of the Debtors' use of cash collateral and
debtor-in-possession financing on terms and conditions set forth in
a proposed Debtor-in-Possession Credit Agreement among the Company,
the financial institutions or other entities from time to time
parties thereto, as lenders, and Wilmington Trust, National
Association, as administrative agent.
The initial lenders under the DIP Credit Agreement are expected to
be one or more of the lenders under the Company's existing
first-lien credit agreement or the affiliates of such lenders.
The DIP Credit Agreement contains these terms:
* a multi-draw term loan in the aggregate amount of up
to $20 million;
* following approval by the Bankruptcy Court, proceeds of
the DIP Credit Agreement may be used by the Debtors to
(i) pay certain costs, fees and expenses related to the
Chapter 11 Cases, (ii) make payments in respect of certain
"adequate protection" obligations and (iii) fund working
capital needs, capital improvements and expenditures of
the Company and its subsidiaries, in all cases subject
to the terms of the DIP Credit Agreement and applicable
orders of the Bankruptcy Court;
* the maturity date of the DIP Credit Agreement is expected
to be the earliest to occur of October 31, 2016 (though
such date may be extended by written agreement among the
Company, its subsidiaries and each of the lenders under
the DIP Credit Agreement for up to three months without
further approval from the Bankruptcy Court), the effective
date of a plan of reorganization in the Chapter 11 Cases
and certain other events under the DIP Credit Agreement;
* interest will accrue at a rate per year equal to the LIBOR
rate (with a floor of 1.00%) plus 11.0%;
* in addition to fees to be paid to the administrative
agent, the Company is required to pay to the
administrative agent for the account of the lenders under
the DIP Credit Agreement the following fees:
-- a funding fee equal to 3.0% of the aggregate commitment
amount of $20.0 million on the date that the Company
receives its first advancement of a borrowing under the
DIP Credit Agreement, which may be paid from the
proceeds of such borrowing;
-- an unused commitment fee equal to 1.0% of the daily
average of each lender's unused commitment under the
DIP Credit Agreement, which is payable in arrears on
the last day of each calendar month and on the
termination date for the facility for any period for
which the unused commitment fee has not previously been
paid; and
-- an exit fee upon the prepayment or repayment (upon the
termination of the facility) of any portion of the
facility in an amount equal to 2.0% of the principal
amount so prepaid or repaid, respectively, unless such
repayment is made in cash, in which case no exit fee
shall be due and payable;
* the obligations and liabilities of the Company and its
subsidiaries owed to the administrative agent or lenders
under the DIP Credit Agreement and related financing
documents will be entitled to joint and several super-
priority administrative expense claims status in the
Chapter 11 Cases subject to limited exceptions, and will
be secured by a perfected second-priority lien on the
assets and property of the Company and its subsidiaries
that is subject to a valid, perfected and non-avoidable
lien as of the Petition Date (including any such liens
securing obligations under the existing first-lien credit
agreement and related documents) and a perfected first-
priority lien on all other assets and property of the
Company and its subsidiaries, in each case, subject to
limited exceptions; and
* the proposed DIP Credit Agreement is subject to customary
covenants, prepayment events, events of default and other
provisions.
The Debtors anticipate closing the DIP Credit Agreement promptly
following approval by the Bankruptcy Court of the DIP Motion.
About Warren Resources, Inc.
Warren Resources Inc., is an independent energy company engaged in
the exploration, development and production of domestic onshore
crude oil and natural gas reserves. It is primarily focused on the
development of its waterflood oil recovery properties in the
Wilmington field within the Los Angeles Basin of California, its
position in the Marcellus Shale gas in northeastern Pennsylvania
and its coalbed methane, or CBM, natural gas properties located in
Wyoming.
Warren Resources, Inc., Warren E&P, Inc., Warren Resources of
California, Inc., Warren Marcellus LLC, Warren Energy Services,
LLC, and Warren Management Corp. each filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 16-32760) on June 2, 2016. The Debtors listed total assets of
$230 million and total debt of $545 million.
The Debtors have hired Andrews Kurth LLP as counsel, Jefferies LLC
as investment banker, Deloitte Transactions and Business Analytics
LLP as restructuring advisor and Epiq Bankruptcy Solutions, LLC as
claims, balloting and noticing agent.
Judge Marvin Isgur has been assigned the cases.
An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.
WEXFORD DEVELOPMENT: Hires Avrum Rosen as Chapter 11 Attorney
-------------------------------------------------------------
Wexford Development Corp., seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to employ the
Law Offices of Avrum J. Rosen, PLLC as attorney, nunc pro tunc to
June 23, 2016.
The Debtor requires the Firm to:
a. analyze the financial situation, and rendering advice and
assistance to the Debtor;
b. prepare and file the petition, schedules, statements of
affairs and other documents required by the Court;
c. represent the Debtors at the meeting of creditors;
d. prepare motions, documents and applications in connection
with the case; and
e. render legal advice to debtor in connection with all
matters pending before the Court.
The Firm will be paid at these hourly rates:
Partners $525-$575
Associates $395-$425
Post-petition, Joseph Snell, the Debtor's principal and president,
provided a retainer in the amount of $16,000 which is currently
being held by the Firm in its escrow account.
Avrum J. Rosen, member of the Law Offices of Avrum J. Rosen, PLLC,
assured the Court that the Firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
The Firm may be reached at:
Avrum J. Rosen, Esq.
Law Offices of Avrum J. Rosen, PLLC
38 New Street
Huntington, NY 11743
Phone: 631.423.8527
About Wexford Development Corporation
Wexford Development Corporation filed a Chapter 11 bankruptcy
petition (Bankr. E.D.N.Y. Case No. 16-72594) on June 10, 2016.
WILLIAM PULLUM: Selling Santa Rosa County Property for $675K
------------------------------------------------------------
William and Martha Pullum ask the U.S. Bankruptcy Court for the
Northern District of Florida, Pensacola Division, to authorize the
sale of real property in Santa Rosa County, located at 9271 Lilge
Circle, Navarre, Florida, Parcel ID No. 22-2S-26-3193-00A00-0050,
together with some of the furniture and fixtures to Fred R. and
Mary Jane B. McDevitt for $675,000.
To the best of Debtors' information and belief Compass Bank has or
may claim to have lien on the property. By prior Motion and Order,
a settlement was approved with Compass Bank. The Debtors ask the
Court to authorize the payment of $500,000 to Compass Bank from the
proceeds of the sale.
A copy of the Residential Contract for Sale and Purchase attached
to the Motion is available for free at:
http://bankrupt.com/misc/W_Pullum_227_Sale_M.pdf
William and Martha Pullum sought Chapter 11 protection (Bankr. N.
D. Flo. Case No. 14-30215-JCO) on March 15, 2014.
The Debtors are represented by:
John E. Venn, Jr.
JOHN E. VENN, JR., P.A.
FL Bar No. 184992
220 W. Garden St., #603
Pensacola, FL 32502
Telephone: (850) 438-0005
E-mail: Johnevennjrpa@aol.com
WORLD OF DISCOVERY: Hires Cohen & Rice as Attorney
--------------------------------------------------
World of Discovery, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Vermont to employ Cohen & Rice
as attorney.
The Debtor requires Cohen & Rice to:
a. provide the Debtor legal advise with respect to its powers
and duties as Debtor.
b. take necessary action to avoid lien against the Debtor's
property obtained within 90 days before the Chapter 11 petition;
c. recover property of the estate;
d. represent applicant as the Debtor in connection with any
proceedings which may be instituted in the Court;
e. prepare on behalf of the Debtor the necessary applications,
motions, complaints, answers, orders, reports and other legal
papers;
f. perform all other legal services for the Debtor which maybe
necessary in these proceedings;
g. assist the Debtor in the preparation, filing and
confirmation of a Chapter 11 plan.
Cohen & Rice will be paid at these hourly rates:
Norman Cohen, Esq., Partner attorney $275
Rebecca A. Rice, Esq., Partner $225
Associate $150
Paralegal/Law Clerks $90
Rebecca Rice, partner of Cohen & Rice, assured the Court that the
firm does not represent any interest adverse to the Debtors and
their estates.
Cohen & Rice may be reached at:
Rebecca Rice, Esq.
Cohen & Rice
26 West Street, Suite 1
Rutland, VT 05701
Tel: 802.775.2352
Fax: 802.773.6424
World of Discovery filed a Chapter 11 bankruptcy petition (Bankr.
D. Vt. Case No. 16-11293) on June 30, 2016, listing under $1
million in both assets and liabilities. Rebecca A Rice, Esq., at
Cohen & Rice, serves as counsel to the Debtor.
YELLOW CAB: Exclusive Plan Filing Deadline Moved to Aug. 21
-----------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California has extended, at the behest of
Yellow Cab Cooperative, Inc., the exclusive periods within which to
file and solicit acceptances of a Chapter 11 plan, until Aug. 21,
2016, and Oct. 18, 2016, respectively.
As reported by the Troubled Company Reporter on May 25, 2016, the
Debtor said that there is cause for granting the extension while
the Debtor seeks to negotiate and formulate a Chapter 11 plan with
key constituents of the estate, including the Unsecured Creditors'
Committee. In addition to attending to its day-to-day obligations
and navigating its business in the purview of Chapter 11, the
Debtor and its attorneys have expended considerable time with
respect to numerous other matters in this case, including: various
litigation claims pending or threatened against the Debtor and
related stay relief issues; responding to extensive informal and
formal discovery requests from the Committee pursuant to Federal
Rule of Bankruptcy Procedure 2004; and issues respecting the
Debtor's real property leases.
About Yellow Cab Cooperative
Yellow Cab Cooperative, Inc. filed a Chapter 11 petition (Bankr.
N.D. Calif., Case No. 16-30063) on Jan. 22, 2016. The petition was
signed by Pamela Martinez, president.
The Debtor has tapped Farella Braun and Martel LLP as its legal
counsel. The case is assigned to Judge Dennis Montali.
The Debtor estimated assets of $1 million to $10 million, and debts
of $10 million to $50 million.
YRC WORLDWIDE: Local 707 Pension Fund Nearing Insolvency
--------------------------------------------------------
Mark Davis at The Kansas City Star reports that a pension fund that
covers hundreds of YRC Worldwide Inc. employees in the New York
City area faces insolvency in a matter of months.
The Kansas City Star says the $30 million Road Carriers Local 707
Pension Fund provides retirement benefits to several companies'
employees, though YRC Worldwide accounts for about 60% of its 750
actively working participants.
"We're expected to go insolvent sometime in February 2017," the
report quotes Kevin McCaffrey, fund manager of the Local 707
pension fund, as saying.
YRC Worldwide officials in its Overland Park headquarters declined
to comment, the report notes. The company participates in several
pension plans that were set up to cover drivers and other related
workers across various employers.
According to the report, Mr. McCaffrey said Road Carriers Local 707
covers trucking company employees in the metropolitan New York City
area, excluding New Jersey. The pension fund covers those
workers.
Their fund is in a financial crisis that is similar to, but more
immediate than, the one facing the massive Central States Pension
Fund, the report states.
The Kansas City Star relates that Central States recently sought
federal approval to cut benefits for thousands of retirees, many by
half or more, as a way to save the $16 billion pension fund from
insolvency. According to the report, the U.S. Treasury rejected
Central States' proposed rescue and the pension plan said it
expects to run out of money in less than a decade.
The Road Carriers plan already had cut benefits for its 3,000
retired participants in February this year by more than 30 percent,
the report says. The Kansas City Star relates that
Mr. McCaffrey said the cuts were mandated under federal law when a
pension enters the 12-month window in which it expects to become
insolvent.
The Kansas City Star says the pension fund sought additional relief
through early financial assistance from the Pension Benefit
Guaranty Corp., which backs private pension plans that pay its
premiums. The report adds that the pension plan also sought
approval from the U.S. Treasury to reduce benefits for many of its
3,000 retired participants to extend the fund's ability to pay
benefits well into the future, though at a lower level.
According to the Kansas City Star, PBGC rejected the Road Carriers'
proposal last month as unrealistic, which led the U.S. Treasury to
reject the proposal it received. Their denials left the fund on a
path to run out of money in February, the report notes.
At that point, the PBGC "would begin providing financial assistance
to enable the plan to pay benefits at PBGC guarantee levels," the
Kansas City Star relays citing a statement from the guarantee
program. Benefits for multi-employer pension plans are limited to
less than $13,000 a year. Road Carriers' proposals sought to
maintain individuals' benefits at levels higher than the guarantee,
the report states.
"We are not satisfied with the reasons we received from PBGC," the
report quotes Mr. McCaffrey as saying. The fund may seek
reconsideration of its plans, he added.
Mr. McCaffrey said YRC Worldwide has been hiring and plans to hire
more workers that would be active in the fund and bring in more
contributions from YRC Worldwide, the Kansas City Star adds.
About YRC Worldwide
Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services. These
services include global, national and regional transportation as
well as logistics.
YRC Worldwide reported net income attributable to common
shareholders of $700,000 on $4.83 billion of operating revenue for
the year ended Dec. 31, 2015, compared to a net loss attributable
to common shareholders of $85.8 million on $5.06 billion of
operating revenue for the year ended Dec. 31, 2014.
As of March 31, 2016, YRC Worldwide had $1.86 billion in total
assets, $2.25 billion in total liabilities and a shareholders'
deficit of $392.7 million.
* * *
As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide from
'Caa3' to 'B3', following the successful closing of its
refinancing transactions.
In the Aug. 11, 2015, TCR report, Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
Overland, Kan.-based less-than-truckload (LTL) trucking company
YRC
Worldwide to 'B-' from 'CCC+'.
"The upgrade reflects YRC's earnings growth and improved liquidity
position, along with our belief that gradual improvement in the
company's operating performance will result in credit measures
that
are commensurate with the rating," said Standard & Poor's credit
analyst Michael Durand.
ZLM ACQUISITIONS: Taps Taylor Martino as Special Counsel
--------------------------------------------------------
ZLM Acquisitions, LLC and Zeke's Landing Marina, LLC seek approval
from the U.S. Bankruptcy Court for the Southern District of Alabama
to hire Taylor Martino, P.C.
The Debtors tapped the firm to serve as their special counsel in
connection with a case related to the Deepwater Horizon oil spill
in the Gulf of Mexico.
Specifically, Taylor Martino will prepare and submit a presentment
package pursuant to the Oil Pollution Act, file a separate opt-out
lawsuit against oil company BP PLC and recover funds through
litigation or settlement.
As compensation for its services, the firm will get 40% of the
gross amount recovered, plus reimbursement of expenses.
Edward Rowan, Esq., disclosed in a court filing that he does not
represent or hold any interest adverse to the Debtors or their
estates.
The firm can be reached through:
Edward P. Rowan, Esq.
Taylor Martino, P.C.
Post Office Box 894
Mobile, Alabama 36601-0264
Phone: (251) 433-3131
Fax: (251) 433-4207
Email: ed@taylormartino.com
About ZLM Acquisitions
ZLM Acquisitions, LLC and Zeke's Landing Marina, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D.
Ala. Case Nos. 14-00495 and 14-00497) on February 20, 2014. The
petitions were signed by Tom Steber, managing member.
At the time of the filing, ZLM Acquisitions disclosed $2.93 million
in assets and $17.42 million in liabilities. Zeke's Landing
disclosed $4.64 million in assets and $15.93 million in
liabilities.
On June 10, 2016, Terrie S. Owens was appointed as Chapter 11
trustee in the Debtors' cases.
ZLM ACQUISITIONS: Trustee Taps Hartman Blackmon as Accountant
-------------------------------------------------------------
The trustee appointed in the Chapter 11 cases of ZLM Acquisitions,
LLC and Zeke's Landing Marina, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Alabama to hire an
accountant.
Terrie Owens, the bankruptcy trustee, proposes to hire Hartman,
Blackmon & Kilgore, P.C. to respond to a notice of incompleteness
served by the Deep Water Horizon Claims Center concerning the
claims of entities owned by the bankruptcy estate. The claims are
tied to the Deepwater Horizon oil spill in the Gulf of Mexico.
Ms. Owens' contact information is:
Terrie S. Owens
P.O. Box 3123
Mobile, Alabama 36652
Phone: (251) 433-3657
About ZLM Acquisitions
ZLM Acquisitions, LLC and Zeke's Landing Marina, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D.
Ala. Case Nos. 14-00495 and 14-00497) on February 20, 2014. The
petitions were signed by Tom Steber, managing member.
At the time of the filing, ZLM Acquisitions disclosed $2.93 million
in assets and $17.42 million in liabilities. Zeke's Landing
disclosed $4.64 million in assets and $15.93 million in
liabilities.
On June 10, 2016, Terrie S. Owens was appointed as Chapter 11
trustee in the Debtors' cases.
[*] Moody's B3 Negative and Lower Corporate Ratings List Shrinks
----------------------------------------------------------------
The number of companies on its B3 Negative and Lower Corporate
Ratings List fell significantly for the first time in three years
during 2016's second quarter, Moody's Investors Service said in a
new report. The decline, however, doesn't point to improving
credit metrics.
As of June 1, 2016, Moody's list numbered 283 companies, down from
an all-time high of 291, hit during the last recession. It matched
that figure on 1 April this year, and as of July 1, had crept back
up to 289.
"While usually a decline in the size of this lower-rated population
would be construed as benign, defaults were the main reason for the
drop," said Moody's analyst, Julia Chursin. "The decline,
therefore, could signal broader credit issues ahead."
During the second quarter, the oil and gas sector was no longer a
major contributor of companies whose ratings were downgraded to the
lower ranks of our cohort, Chursin says in "Defaults Drive List
Below its Peak as Gauges Signal Rising Risk Ahead." The sector
still represents 27.7% of the list, however, far more than any of
the other 26 industries Moody's tracks.
Outside of the B3 Negative and Lower Corporate Ratings List, the
current mix of ratings among US speculative-grade issuers remains
worrisome, Moody's says. Companies with single B corporate family
ratings make up a much larger share, or 63%, of the total rated
speculative-grade population than do companies with Ba ratings, at
22%. Those rated B3 are the closest to the list's "entry point" in
case of a downturn, with such companies currently concentrated in
the consumer/business services and technology sectors.
Meanwhile, Moody's other gauges of the credit cycle point to
increasing risks and a rising default rate. While the
Liquidity-Stress Index had eased to 8.7% at the end of June from
10.3% a quarter ago, overall it has moved higher since late 2014,
and masks underlying weaknesses in the energy sector. Similarly,
Moody's one-year and three-year refunding indices are trending
below their historical averages, indicating that the market's
ability to absorb upcoming maturities is weaker than the historical
norm, and the US speculative-grade default rate is expected to
finish 2016 at 6.4%, up from 5.1% in June.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
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