/raid1/www/Hosts/bankrupt/TCR_Public/161014.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, October 14, 2016, Vol. 20, No. 287
Headlines
37 PARK RIDGE: Wants to Use RCH VI-NJ Cash Collateral
ACB RECEIVABLES: Can Use Cash Collateral Until Nov. 15
AFFORDABLE ROLL-OFF: Proposes $48.2K Sale of Debris Containers
ALLY FINANCIAL: S&P Revises Outlook to Stable & Affirms 'BB+' ICR
ALTISOURCE SOLUTIONS: S&P Hikes Rating on Secured Term Loan to BB-
AMERICAN CLASSIC CLOTHES: Taps Rosenblatt as Legal Counsel
APPLIED SYSTEMS: Loan Upsize No Impact on Moody's B3 CFR
ARCH COAL: $200M Securitization Facility Extended & Amended
ARCH COAL: Cancels Registration of Securities Following Ch.11 Exit
ARCH COAL: Discloses Management Changes Following Ch.11 Exit
ARCH COAL: Entered Into $326.5M 5-Year First Lien Debt Facility
ARCH COAL: Entered Into Warrant Deal with American Stock Transfer
ATHERTON BAPTIST: Fitch Rates $29.09MM 2016 Revenue Bonds 'BB'
AURORA GAS: Seeks to Hire BDO USA as Accountant
AUTOMART INC: Court Extends Plan Filing Period to Dec. 2
AYTU BIOSCIENCE: Offering $12.5 Million Worth of Securities
BAHIA SALINAS: Seeks to Hire Lozada Law as Legal Counsel
BIRMINGHAM COAL: Selling Chevrolet Avalanche to Hallmark for $18K
BLUE LAMB CUISINE: Seeks to Hire Aresty as Legal Counsel
BOREAL WATER: Catskill Springs Acquires Alpine Spring for $600,000
BOULAYE MARINE: Seeks 45-Day Extension to File Chapter 11 Plan
BROWN'S CHRISTIANWAY: Taps Brenda Knapp as Accountant
C & D PROPERTIES: Gets Final Nod to Use Midwest Cash Collateral
C&J ENERGY: Seeks Exclusivity Extended Thru March 17 Next Year
CALIFORNIA RESOURCES: State Street Owns 11.7% Stake as of Sept. 30
CANNASYS INC: Cancels License Pacts with NCG and Loyl.Me
CCH JOHN EAGAN: Disclosures OK'd; Plan Hearing Set For Nov. 28
CCHN GROUP: S&P Retains 'B' CCR on Deal Structure Changes
CHGC INC: Wants to Use Cash Collateral of Fifth Third Bank
CHIROPLUS OF LOCUS: Plan Confirmation Hearing on Nov. 8
CHURCH HILL: Sale of Chevrolet Impala and Equinox for $13K Okayed
CHURCH HILL: Sale of Tenn. Personal Property to Pay FTB Gets OK
CHURCH HILL: Sale of Vehicles to 33 Ambulance for $46K Approved
CLARK-CUTLER-MCDERMOTT: Taps Sansiveri as Tax Services Provider
CLEVELAND BIOLABS: DoD Modifies Joint Medical Research Program
CONDUENT INC: Fitch to Assign 'BB' LT Issuer Rating Over Xerox Deal
CONFIE SEGUROS: Moody's Affirms B3 Corporate Family Rating
CONNEAUT LAKE PARK: Selling Lot No. 2 to Ubetis for $255K
CONNECT TRANSPORT: Taps Koehler to Provide Accounting Services
COSI INC: U.S. Trustee Appoints 3 Entities to Creditors Committee
CUI GLOBAL: Joseph Mills Quits as Director
CYTOSORBENTS CORP: No Safety Concerns Found in CytoSorb Device
DEGRAW REALTY: Hires Genova & Malin as Attorney
DERMOT KIRWAN: Unsecured Creditors Slated to Recover 13%
DIVINE RIPE: Recovery for Unsecureds Still To Be Determined
DJWV1 LLC: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
EAST COAST FOODS: Trustee Taps Danning Gill as Legal Counsel
ELITE RESEARCH: Taps Ehrenstein Charbonneau as Legal Counsel
ELKVIEW RECLAMATION: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
ENERGY FUTURE: T-Side Debtors Emerge from Chapter 11
EQUITY HOLDINGS: Case Summary & 17 Largest Unsecured Creditors
FANOUS JEWELERS: Taps Eric A. Liepins as Legal Counsel
FIA 164 HOLDINGS: Voluntary Chapter 11 Case Summary
FILIP TECHNOLOGIES: Seeks to Hire KCC as Claims Agent
FLOYD ELMER MCCLUNG: Unsecureds to Recover 12.5% Under Plan
FRESH & EASY: Selling Liquor License to MI BODEGA for $11K
GAWKER MEDIA: Seeks Probe of Thiel's Relationship with Hogan's Atty
GCC-CHASE LLC: Seeks to Hire Shumaker as New Legal Counsel
GLOBAL AMENITIES: Seeks to Hire Saad & Manios as Accountant
GREEN ENERGY: Committee Taps Merrick Baker as Legal Counsel
GREGORY B. MYERS: Unsecureds To Recover 5% Under Plan
GULF COAST: Disclosures Conditionally OK'd; Hearing on Dec. 8
IDERA PHARMACEUTICALS: Baker Bros. Has 7.2% Stake as of Oct. 7
INCEPTION MERGER: Moody's Assigns B1 Corporate Family Rating
INTELLIPHARMACEUTICS INT'L: Gets Temporary OK for Generic Seroquel
INTELLIPHARMACEUTICS INT'L: Signs License Pact with Mallinckrodt
INTERLEUKIN GENETICS: DDMI Cuts Stake to 4.8% as of Aug. 15
INVERSORA ELECTRICA: Seeks US Recognition of Argentinian Proceeding
IOWA FERTILIZER: S&P Lowers Rating on $1.194BB Financing to 'B'
JOHN Q. HAMMONS: Claims Bar Date Slated for December 23
JOHNSON LAWN: Motion to Extend Exclusivity Period Withdrawn
LAWRENCE D. FROMELIUS: Paying $2.5K to Counsel Denice Gierach
LIBBEY GLASS: Workers' Strike No Impact on Moody's B1 CFR
LINN ENERGY: Bank Lenders Agreed to Extend Plan Filing
LINN ENERGY: Has Restructuring Support Deal with Noteholders
LINN ENERGY: Noteholders Agree to Backstop $530M Rights Offering
LONG BEACH HOMEMAKERS: Selling Businesses to Miriana for $100K
LOUIS SOLOMON WELTMAN: Plan Confirmation Hearing Nov. 16
LOWELL & SONS: Wants to Use Up to $7,600 of Cash Collateral
LUKE'S INCORPORATED: Seeks to Hire Bruce Truesdale as Accountant
LUVU BRANDS: Net Sales Up 52% Since 2011
MANASOTA GROUP: Posts $10,637 Net Income for Q1 2014
MANASOTA GROUP: Posts $270,000 Net Income for 2013
MANASOTA GROUP: Posts $6,779 Net Income for Q3 2014
MANASOTA GROUP: Posts $7,883 Net Income for Q2 2015
MANASOTA GROUP: Posts $8,126 Net Income for Q1 2015
MANASOTA GROUP: Reports $17,000 Net Income for 2014
MANASOTA GROUP: Reports $534K Net Income for Q3 2015
MANASOTA GROUP: Reports $6,475 Net Income for Q2 2014
MANUEL BABILONIA: Stipulation With BofA, Sale May Impact Value
MASTROIANNI BROS: Seeks to Hire LCS&Z as Accountant
MOUSSIE PROCESSING: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
MURDOCK EMPIRE: Taps Andante Law Group as Legal Counsel
NAVISTAR INTERNATIONAL: Hotchkis Reports 7.1% Stake as of Sept. 30
NEVADA GAMING: Case Summary & 20 Largest Unsecured Creditors
NEWLEAD HOLDINGS: KCG Stake Down to 0.59% as of Sept. 30
NORMAN EDWARD MCMAHON: Amends Liquidation Analysis
NORTH BEACHES PHARMACY: Hires Burgess LLC as Counsel
NORTH BEACHES PHARMACY: Hires Roth Law Firm as Special Counsel
OPTIMA SPECIALTY: S&P Lowers CCR to 'CCC-', Outlook Negative
PARKSIDE INC: Unsecured Creditors to Get 10% Under Plan
PARTY CITY: S&P Affirms 'B+' CCR, Outlook Stable
PETERS MACHINE: Seeks to Hire Darryl Allen as Accountant
PETROQUEST ENERGY: MacKay Shields Holds 7.7% Stake as of Sept. 30
PICO HOLDINGS: UCP CEO Dustin Bogue Sells Thousands of Shares
PRODUCTION PEOPLE: Plan Confirmation Hearing on Nov. 10
PUSHMATAHA HOSPITAL: Seeks Chapter 9 Bankruptcy Protection
RACKSPACE HOSTING: S&P Lowers CCR to 'BB-' , Off CreditWatch Neg.
RED MOUNTAIN: Wants Plan Filing Deadline Moved thru Oct. 14
RICHARD HELFAND: Paying Secured Claims Using Asset Sale Proceeds
ROBERT L. NORVELL: Hearing on Disclosures Scheduled For Dec. 12
ROBERT ZARTLER: Plan Says Unsecured Creditors Out of the Money
ROYAL COACHMAN: Seeks to Hire Bruce Jorgensen as Accountant
RP CROWN: S&P Raises CCR to 'B', Off CreditWatch Positive
SAMSON RESOURCES: UST & EnerVest File Objections to Plan Outline
SANDRIDGE ENERGY: Apollo Entities Report 6.7% Equity Stake
SCHOOL SPECIALTY: Moody's Hikes Corporate Family Rating to B3
SEBRING MANAGEMENT: Plan Administrator Taps Howard as Accountant
SIGA TECHNOLOGIES: $100 Million Paid to PharmAthene
SIGA TECHNOLOGIES: Amends Prospectus Over Issuance of 35MM Shares
SIGA TECHNOLOGIES: Eric A. Rose Steps Down as CEO
SIGA TECHNOLOGIES: Hires Gomez as CEO, Employment Terms Disclosed
SPORTS AUTHORITY: Given Until Dec. 27 to File Chapter 11 Plan
ST. JAMES NURSING: Court Confirms Chapter 11 Plan
ST. LUKE BAPTIST: Sale of Long Beach Property for $350K Approved
STEREOTAXIS INC: DAFNA Capital Reports 6.27% Stake as of Sept. 29
STEWARD HEALTH: S&P Withdraws B- CCR on Hospitals Sale
STILLWATER ASSET: Claims vs Paradigm Credit Dismissed
SUNPOWER BY RENEWABLE: Gets Final Nod to Use Cash Collateral
TATOES LLC: Plan Mulls Merger of 3 Debtors, Full Payment
THERAPEUTICSMD INC: Wellington Reports 6.93% Stake as of Sept. 30
TIMELESS FITNESS: Voluntary Chapter 11 Case Summary
TNP TITAN: Selling San Antonio Property to Brockwell for $7.25M
TODD LEE HENNINGS: Hearing on Disclosure Statement Set For Nov. 28
TRANSDIGM INC: S&P Affirms 'B' Rating on Upsized Term Loan F
TRIFECTA FIT SPORT: Taps Cohen & Bordeaux as Legal Counsel
TRINITY TEMPLE: Seeks to Hire DP Appraisals as Appraiser
TROCOM CONSTRUCTION: Oct. 28-29 Auction of Assets Approved
TUGG TRUCKING: Case Summary & 20 Largest Unsecured Creditors
TUL INVESTMENTS: Seeks to Hire Abbasi Law as Legal Counsel
TUSK ENERGY: To Liquidate Remaining Assets Under Ch. 11 Plan
VACA BRAVA: Taps Albert Tamarez-Vasquez as Financial Advisor
VIAVI SOLUTIONS: Egan-Jones Withdraws B+ Sr. Unsecured Ratings
VYCOR MEDICAL: Fountainhead Reports 49.4% Stake as of Sept. 30
W&T OFFSHORE: Franklin, et al., Hold 31.3% Stake as of Sept. 30
WARNER MUSIC: Launches $630 Million Senior Secured Notes Offering
WARNER MUSIC: Launches Cash Tender Offers
WHITING PETROLEUM: FMR LLC Holds 7.97% Stake as of Oct. 7
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37 PARK RIDGE: Wants to Use RCH VI-NJ Cash Collateral
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37 Park Ridge LLC asks the U.S. Bankruptcy Court for the District
of New Jersey for authorization to use cash collateral.
The Debtor relates that prior to the Chapter 11 Petition, the
Debtor has one secured lender, RCH VI-NJ, LLC, with a lien on the
cash collateral. The Debtor further relates that RCH VI-NJ holds a
first priority mortgage secured by the Debtor's property and has a
foreclosure judgment.
The Debtor tells the Court that it primarily generates income from
renting its commercial and residential units. The Debtor further
tells the Court that it intends to use the cash collateral to pay
its priority creditor, maintain insurance, and pay the operating
expenses on the property.
The Debtor's proposed Budget projects total expenses of
approximately $6,522.
The Debtor believes that use of Cash Collateral adequately protects
RCH VI-NJ because it will allow the Debtor to preserve the going
concern value of the business. The Debtor proposes to provide RCH
Vi-NJ with replacement liens and contends that it will continue
paying its mortgage and interests to RCH VI-NJ, as the Debtor has
done since the inception of the loan.
A full-text copy of the Debtor's Motion dated September 27, 2016 is
available at https://is.gd/A2ftag
About 37 Park Ridge LLC
37 Park Ridge LLC is a New Jersey Corporation that holds record
title to a mixed used commercial property in Palisades Park. The
Debtor’s primary business involves renting the Commercial and
residential units.
37 Park Ridge LLC filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 16-16328), on April 1, 2016. The petition was signed by Eui T.
Lim, managing member. The Debtor is represented by Audwin
Levasseur, Esq., at Herbatkin & Levasseur, Attorneys at Law, of
Englewood Cliffs, NJ. At the time of filing, the Debtor disclosed
estimated assets and liabilities ranging from $500,000 to $1
million each.
ACB RECEIVABLES: Can Use Cash Collateral Until Nov. 15
------------------------------------------------------
Judge Christine M. Gravelle for the U.S. Bankruptcy Court for the
District of New Jersey authorized ACB Receivables Management, Inc.
to use cash collateral on an interim basis through Nov. 15, 2016.
The Debtor was authorized to use cash collateral in accordance with
the approved budget, in the aggregate amount of $302,000, to:
(a) maintain, preserve and enhance its assets;
(b) continue operation of its business, including but not
limited to building payroll, payroll taxes, employee expenses and
insurance costs; and
(c) make adequate protection payments to TD Bank and
PNC.
TD Bank and PNC Bank were granted replacement liens and super
priority administrative expense claims to the extent of the
Debtor's use of cash collateral.
The Court directed the Debtor to make monthly adequate protection
payments to TD Bank in the amount of $1,200, and to PNC Bank in the
amount of $737.
A final hearing on the Debtor's use of cash collateral is scheduled
on Nov. 15, 2016 at 2:00 p.m. The Deadline for the filing of
objections to the Debtor's cash collateral use is set on Nov. 8,
2016.
A full-text copy of the Final Order dated September 24, 2016 is
available at http://bankrupt.com/misc/njb16-27343-31.pdf
About ACB Receivables Management
ACB Receivables Management, Inc., filed a chapter 11 petition
(Bankr. D.N.J. Case No. 16-27343) on Sept. 9, 2016. The petition
was signed by Oleg Shnayderman, president. The Debtor is
represented by David A. Ast, Esq., at David Alan Ast, P.C. The
case is assigned to Judge Christine M. Gravelle. The Debtor
estimated assets at $0 to $50,000 and liabilities at $1 million to
$10 million at the time of the filing.
The Debtor is a collection agency. The Debtor's clients consist
primarily of physicians and medical facilities.
AFFORDABLE ROLL-OFF: Proposes $48.2K Sale of Debris Containers
--------------------------------------------------------------
Affordable Roll-Off, Inc., asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the sale of equipment,
office machines and other personalty to D&H Sanitation and Armando
Sifuentes.
The Debtor operates a construction debris haul-away service. It
delivers debris containers to construction sites and rents them to
the contractor or property owner for a fee. The fee includes
hauling away the container when it is full, and dumping the
contents at a sanitary landfill. In all, the Debtor owns 65
containers of various sizes, and two hoisting trailers to transport
them.
The Debtor needs to go out-of-business in a fashion that is orderly
and consistent with the best interests of its creditors. It has
been assessed by the Texas Comptroller with a liability of over
$288,000 for failure to collect use taxes on the containers, under
Texas Tax Code Section 111.011.
The penalty or statutory remedy which the Comptroller can impose
for such failure to collect, is an injunction against the operation
of the business, until the tax is paid.
Prior to petition date, the Debtor made an initial payment of
$15,000 in cash to the Comptroller, in hopes of satisfying the
first of two steps to qualify for an installment plan. The Debtor
also applied unsuccessfully for a loan that might have paid the
tax. The Debtor was assigned a deadline to satisfy the second step
to obtain an installment plan, i.e., making a further down payment
and obtaining a bond. Those measures were impossibly expensive for
the Debtor to fulfill within the deadline -- even if the deadline
had been substantially extended.
In order to have an orderly liquidation and conserve as much of the
value of its assets as possible, the Debtor filed for Chapter 11
protection on Aug. 3, 2016. The Debtor has been operating in a
winding-down mode ever since, under the protection of an Agreed
Order on use of cash collateral with the Comptroller. The
Comptroller holds a first lien upon the accounts receivable of the
business, as well as all the other personalty of the business, by
virtue of a state tax lien filed on April 19, 2016. A lien for
sales and use tax, once filed, automatically perfects and
constitutes a tax lien for any other sales and use tax owed by the
taxpayer, whether prior to or subsequent to the filing of the tax
lien.
The statutory lien for sales and use tax is a general lien, meaning
it attaches to all non-exempt assets of the taxpayer. The Debtor,
being corporation, has no exemption claims. The lien therefore
encumbers all of the Debtor's assets.
The equipment the Debtor wishes to sell is all of its equipment.
The equipment consists of: (i) 13 10-yard containers at $500 each;
(ii) 42 15-yard containers at $600 each; (iii) 10 17-yard
containers at $700 each; and (iv) 2 hoist trailers at $4,000 each.
The value of the containers and hoist trailers has been determined
primarily by the prices the Debtor paid for them, used when
acquired. The value has also been determined by references to
on-line indexes such as e-bay, Craig's list, and Truck Trader.
The Debtor has been looking for buyers. The best offers it has
received have been from D&H Sanitation of Tucson, Arizona, and from
Mr. Sifuentes of El Paso, Texas.
D&H Sanitation wants to buy 60 containers and one hoist trailer.
The mix of containers for their offer is: (i) 5 17-yard containers
at $700 each; (ii) 42 15-yard containers at $600 each; and (iii) 13
10-yard containers at $500 each. The D&H Sanitation offer is for a
total of $40,700, to be paid in cash on Nov. 20, 2016.
D&H Sanitation does not need 60 containers outright. It needs 20,
but is willing to buy 60 if it can lease or sell through a lease or
through secured promissory notes, 40 containers to George Torres in
his individual capacity. Mr. Torres and his Adela Torres are the
respective 50% shareholders in the Debtor. The sale prices per
container to Mr. Torres would still be $500 for each 10-yard
container, $600 for each 15-yard container, and $700 for each
17-yard container, and $4,000 for the hoist trailer.
Mr. Sifuentes' offer is also a cash offer, for a total of $7,500:
(i) 5 17-yard containers at $700 each; and (ii) 1 hoist trailer at
$4,000. The sale to Mr. Sifuentes is an outright sale and is to
close by Nov. 20, 2016.
A copy of the D&H Sanitation and Sifuentes offers attached to the
Motion is available for free at:
http://bankrupt.com/misc/TheDebtor_Roll-Off_23_Sales.pdf
The sales are to be closed by delivery of a bill of sale for the
containers to the respective purchasers, and delivery of clear
title certificates for the hoist-trailers to the respective
purchasers. The purchasers will bear all costs of transporting the
equipment to their own places of business, coinciding with actual
delivery of the equipment to the purchasers and payment by the
purchasers of the purchase prices, at the Debtor's place of
business in El Paso, Texas.
The Debtor will then remit the proceeds of the equipment sales to
the lienholders, in the order:
a. First, to the Texas Comptroller, upon information and
belief, the use tax is the only state tax to which the containers
are subject. The Debtor has never been notified of any ad valorem
tax upon its containers, or hoist trailers, and accordingly there
is no ad valorem tax upon them.
b. A quarterly fee of $650 will be paid to the U.S. Trustee out
of the proceeds. The amount is to defray the increase in quarterly
U.S. Trustee's fees that will be attributable to the sales.
c. Attorney's fees, subject to Court approval, earned by
Debtor's counsel E.P. BUD KIRK for the work on the Motion to Sell,
in the amount of $3,000.
Attorney's fees, subject to Court approval, earned by the Debtor's
counsel E.P. BUD KIRK for the work on this Motion to Sell, in the
amount of $3,000.
The Debtor has other assets to liquidate. These are: (i) a
personal computer with printer, fax, and land-line telephone
capability, four years old, with an estimated fair market value of
$400; (b) a cellular telephone, estimated fair market value $100;
(c) simple tools to keep the hoisting trailer in repair and
adjustment, fair market value estimated to be $100; (d) $1,500.00
cash on hand; (e) collectible accounts receiveable estimated at
$13,500; (f) a telephone number with Yellow Pages ad to match; (g)
the name Affordable Roll-Off, Inc.; and (h) a month-to-month lease
of the lot at 9550 Alameda.
The Debtor proposes to liquidate the assets described as follows:
a. Mr. Torres will pay the Comptroller in cash from personal
funds, the sum of $600 for the PC assembly, the cell phone, and the
simple tools. The payments will be made on Nov. 30, 2016.
b. The $1,500 will be turned over to the Comptroller on Nov.
30, 2016, along with $2,500 in cash from Mr. Torres' own funds, to
replenish the Debtor funds that were used to pay prepetition
debts of the Debtor during the month of August 2016.
c. $3,000 of the accounts receivable will be set aside to cover
Chapter 11 attorney's fees, subject to Court approval, earned by
Debtor's counsel E.P. BUD KIRK. The other $10,000 in value of the
receivables will be paid to the Comptroller on account of the
collectible accounts receivable by Mr. Torres in monthly
installments of at least $2,000 each, on the l5th day of each month
beginning Dec. 15, 2016.
d. The Yellow Pages ad for the Debtor will not be renewed after
its expiration in February 2017. The telephone number for the
Debtor will be discontinued on Dec. 1, 2016.
e. The name Affordable Roll-Off will not be used any more after
Nov. 30, 2016 by the Debtor or any other person or entity. All
business conducted with those of the foregoing assets that are
being sold or leased to Mr. Torres after Nov. 20, 2016 (or any
earlier date by which the Debtor can effect the foregoing sales)
will be done by Mr. Torres using the assumed name A-1 Disposal.
f. Mr. Torres will have to negotiate with the landlord at 9550
Alameda for a new lease commencing on or about Dec. 1, 2016.
The Purchasers can be reached at:
D&H SANITATION
6260 N. Noel Ln.
Tucson, AZ 85743
Armando Sifuentes
8034 Disney Drive
El Paso, TX 79904
Affordable Roll-Off, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 16-31202) on Aug. 3, 2016. Judge H.
Christopher Mott presides over the case.
ALLY FINANCIAL: S&P Revises Outlook to Stable & Affirms 'BB+' ICR
-----------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Ally Financial
Inc. to stable from positive and affirmed the 'BB+' long-term
issuer credit rating. S&P also affirmed its 'BB+' senior debt,
'BB-' subordinated debt, 'B' trust preferred stock, and 'B'
short-term issuer credit ratings.
"The revised outlook reflects weakening credit conditions in the
vehicle finance industry, in our view, which represents the
majority of Ally's business," said S&P Global Ratings credit
analyst Matthew Carroll. S&P believes collateral performance in
the U.S. prime and subprime auto loan sectors has deteriorated from
a year ago. Among the U.S. auto loan asset-backed securities (ABS)
transactions S&P Global Ratings rates, the prime net loss rate in
August 2016 of 0.68% was the highest level since January 2011,
compared to 0.50% in August 2015, and S&P has observed more
pronounced deterioration in subprime net loss rates. At the same
time, S&P believes competitive dynamics have led to longer loan
terms and higher loan-to-value ratios across the industry. These
factors widen the gap between the loan outstanding amount and the
vehicle value, thereby increasing loss severities. Also, softening
used vehicle prices in the used car market have affected
recoveries, in S&P's view, and this is expected to continue in the
coming months.
The rating affirmation reflects S&P's view that -- while industry
credit conditions have weakened -- Ally has maintained consistent
risk-adjusted asset performance while diversifying its automotive
finance origination channels. Ally is a full spectrum lender, and
while near-prime exposure is significant, the company has lower
subprime exposure than many nonbank vehicle finance companies.
Since the expiration of agreements with GM and Chrysler in 2014 and
2013, respectively, that provided for certain exclusivity
privileges related to subvention programs that they offered, Ally
has maintained strong consumer origination volumes with
non-GM/Chrysler originations accounting for 37% of originations in
the first half of 2016, compared to 20% throughout 2014. The
stable outlook reflects S&P's expectations that over the next 12
months Ally will maintain a stable market position in consumer
automobile and dealer floorplan finance, a slight weakening in
credit performance in line with the industry with consumer
automobile finance net-charge-offs trending toward 1.20% of average
receivables, and strong capital adequacy with a RAC ratio of
10.5%-11.0%.
Although an upgrade is not likely in the next 12 months, S&P could
raise the ratings if the company can further demonstrate a track
record of solid credit quality even as it continues to shift the
mix of its consumer originations--particularly toward near-prime
loans. S&P will measure its credit quality in part by net
charge-offs, which it do not expect to rise meaningfully higher
than about 1.2% of consumer automobile average receivables. S&P
would also look favorably on a material reduction in the company's
currently elevated double leverage and an increase of liquidity at
its holding company level. Ally has used double leverage to
support the robust capital levels at its subsidiary bank that
regulators have required. It also currently has a level of liquid
assets relative to debt service obligations at its holding company
level that is below peers. Unless remediated to some degree, those
factors could be impediments to a higher rating.
S&P could lower the ratings in the next 12 months if capital
adequacy unexpectedly weakens with a RAC ratio that S&P expects to
drop below 10.0% and remain there, whether due to capital
management actions, growth in risk-weighted assets that outpaces
organic capital generation, rising credit losses, or other factors.
S&P could also lower the rating if the company's credit losses
rose at a faster pace than the industry, perhaps significantly
higher than 1.2% of average consumer automobile average
receivables.
ALTISOURCE SOLUTIONS: S&P Hikes Rating on Secured Term Loan to BB-
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S&P Global Ratings said it raised their issue rating on Altisource
Solutions S.a.r.l's senior secured term loan to 'BB-' from 'B+' on
improved recovery expectations. S&P revised its recovery rating on
the loan to '2'--indicating its expectation for substantial
recovery (70%-90%, lower half of the range) in the event of a
default--from '3'. S&P also affirms Altisource Portfolio Solutions
S.A.'s issuer credit rating of 'B+', outlook remains stable.
"Altisource has actively purchased an aggregate par value of
$100 million of their senior secured term loan (approx. 17%) over
the past two years," said S&P Global Ratings credit analyst
Diogenes Mejia. Altisource purchased $49 million of par value
during 2015 at a discount of 10.3%, and $51 million of par value
during the second quarter of 2016 at a discount 13.2%. Though
Ocwen related service revenue fell 3% during 2015, total adjusted
service revenue grew 4% year-over-year. This growth was driven by
non-Ocwen related revenue, which has grown at +40% annual rate over
the past two years. As a result of the decline in total debt and
better than expected revenue, S&P revised its recovery rating to
'2' (70%-90% recovery expectation, lower half of the range) from
'3'.
The stable outlook on Altisource reflects S&P's view that much of
the regulatory risk that threatened the viability of Ocwen, the
firm's largest client, has abated. S&P expects that Altisource
will continue to execute on their strategy to grow non-Ocwen
related revenues and that management will continue to look for ways
to reduce leverage. S&P expects that revenues will remain
concentrated in products and services that are focused on the
domestic mortgage and real estate industry, an industry that S&P
believes is prone to cyclicality, which will limit its assessment
of Altisource's business risk profile long-term. Additionally, S&P
expects that the firm will operate with a debt-to-EBITDA ratio of
2x-3x during the next 12 months.
S&P is unlikely to raise the rating during the next 12 months due
to Altisource's client concentration. S&P could revise its outlook
to positive if it believes that corporate governance has been
enhanced by continued focus on decreasing debt and continued
execution on Altisource's strategy to grow non-Ocwen related
revenue. S&P could also raise the rating if risk of revenue loss
from Ocwen subsides and key initiatives produce revenue growth such
that their debt-to-EBITDA ratio decreases to below 2x on a
sustainable basis.
S&P could lower the rating during the next 12 months if the firm is
unable to execute on their strategy to grow non-Ocwen revenues
resulting in an increase in their debt-to-EBITDA ratio to above 3x.
S&P could also lower the rating if it expects a material change to
the company's relationship with Ocwen, such that a large portion of
the firm's revenues are at risk.
AMERICAN CLASSIC CLOTHES: Taps Rosenblatt as Legal Counsel
----------------------------------------------------------
American Classic Clothes, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to hire the Law
Offices of Richard B. Rosenblatt, PC.
The firm will serve as the Debtor's legal counsel in connection
with its Chapter 11 case. Rosenblatt will advise the Debtor
regarding its duties, prepare a plan of reorganization, and provide
other legal services.
Richard Rosenblatt, Esq., and Linda Dorney, Esq., the attorneys
designated to represent the Debtors, will be paid $350 per hour.
The hourly rate of other Rosenblatt attorneys is $295 while the
rate of paralegals is $125 per hour.
In a court filing, Mr. Rosenblatt disclosed that the firm does not
represent any interests adverse to the Debtor and its bankruptcy
estate.
The firm can be reached through:
Richard B. Rosenblatt, Esq.
Linda M. Dorney, Esq.
The Law Offices of Richard B. Rosenblatt, PC.
30 Courthouse Square, Suite 302
Rockville, MD 20850
Phone: (301) 838-0098
Email: rrosenblatt@rosenblattlaw.com
About American Classic Clothes
American Classic Clothes, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Md. Case No. 16-23310) on October 4,
2016.
APPLIED SYSTEMS: Loan Upsize No Impact on Moody's B3 CFR
--------------------------------------------------------
Moody's Investors Service says that Applied Systems, Inc.'s
proposed $150 million upsizing of its first lien term loan to help
fund a $175 million dividend is a credit negative, but it does not
change the company's B3 Corporate Family Rating (CFR), the B1 first
lien term loan rating, the Caa2 second lien term loan rating or the
stable outlook.
Applied is a provider of software solutions to the P&C insurance
industry, with a focus on insurance brokers, in the U.S. (about 78%
of revenue pro forma for acquisitions), Canada (15%), and the
United Kingdom/Ireland (7%). For the twelve months ended June 30,
2016, the company generated revenue of $305 million. The company is
owned by private equity investors Hellman & Friedman and JMI
Equity.
ARCH COAL: $200M Securitization Facility Extended & Amended
-----------------------------------------------------------
Arch Coal, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that the Debtors' Fourth Amended
Joint Plan of Reorganization became effective on October 5, 2016,
and on the Effective Date, Arch Coal extended and amended its
existing $200 million trade accounts receivable securitization
facility provided to Arch Receivable Company, LLC, a non-Debtor
special-purpose entity that is a wholly owned subsidiary of Arch
Coal -- Extended Securitization Facility -- which continues to
support the issuance of letters of credit and reinstates Arch
Receivable's ability to request cash advances, as existed prior to
the filing of the voluntary petitions for relief under the
Bankruptcy Code. Pursuant to the Extended Securitization Facility,
the Debtors agreed to a revised schedule of fees payable to the
administrator and the providers of the Extended Securitization
Facility.
A copy of the THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT DATED AS OF OCTOBER 5, 2016, BY AND AMONG ARCH RECEIVABLE
COMPANY, LLC, as Seller, ARCH COAL SALES COMPANY, INC., as initial
Servicer, THE VARIOUS CONDUIT PURCHASERS, RELATED COMMITTED
PURCHASERS, LC PARTICIPANTS AND PURCHASER AGENTS FROM TIME TO TIME
PARTY HERETO, AND PNC BANK, NATIONAL ASSOCIATION, as Administrator
and as LC Bank, is available at https://is.gd/7ibIac
The Extended Securitization Facility will terminate at the earliest
of:
(i) three years from the Effective Date,
(ii) if the Liquidity -- defined in the Extended Securitization
Facility and consistent with the definition in the New First Lien
Debt Facility -- is less than $175,000,000 for a period of 60
consecutive days, the date that is the 364th day after the first
day of such 60 consecutive day period and
(iii) the occurrence of certain predefined events substantially
consistent with the existing transaction documents.
Under the Extended Securitization Facility, Arch Receivable and
certain of the Reorganized Debtors party to the Extended
Securitization Facility have granted to the administrator of the
Extended Securitization Facility a first priority security interest
eligible trade accounts receivable generated by such Debtors from
the sale of coal and all proceeds thereof.
Under the deal, PNC BANK, NATIONAL ASSOCIATION, serves as
Administrator, Related Committed Purchaser, the LC Bank and as an
LC Participant and Purchaser Agent. It may be reached at:
Michael Brown, Senior Vice President
PNC Bank, National Association
300 Fifth Avenue, 11th Floor
Pittsburgh, PA 15222
Attention: Brian Stanley
Telephone: 412-768-2001
Facsimile: 412-768-5151
Another party to the deal is REGIONS BANK, which serves as
Purchaser Agent, as Related Committed Purchaser and as an LC
Participant. It may be reached at:
Mark A. Kassis, Senior Vice President
Regions Bank
1180 West Peachtree Street NW, Suite 1000
Atlanta, GA 30309
Attention: Mark Kassis, or
Linda Harris
Telephone: 404-221-4366 or 404-221-4354
Facsimile: 404-805-0841
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.
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 at the time of the bankruptcy filing. Judge
Charles E. Rendlen III has been assigned the case.
The Debtors 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 was appointed in the
case. The Committee 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.
* * *
The Bankruptcy Court for the Eastern District of Missouri on
September 13, 2016, entered an order confirming the Debtors' Fourth
Amended Joint Plan dated as of September 11, 2016. The Plan was
amended on September 15. On October 5, 2016, Arch Coal consummated
the transactions contemplated by the Plan, which became effective
on that date.
ARCH COAL: Cancels Registration of Securities Following Ch.11 Exit
------------------------------------------------------------------
Following Arch Coal, Inc.'s emergence from Chapter 11 bankruptcy
protection, the Company has filed with the Securities and Exchange
Commission a Form 15 document to cancel the registration of these
securities:
-- Common Stock, par value $0.01 per share
-- Class A Common Stock, par value $0.01 per share
As reported by the Troubled Company Reporter, the Debtors' Plan
contemplates that:
* Holders of allowed claims arising under the Debtors'
prepetition first lien credit facility ("First Lien Credit
Facility") will receive their pro rata distribution of (i) total
cash payments equal to the greater of (A) $144,796,527.78 less the
amount of the adequate protection payments and (B) $30,000,000;
(ii) $326.5 million in principal amount of New First Lien Debt
Facility; and (iii) 94% of the common stock of Reorganized Arch
Coal (the "New Common Stock"), subject to dilution on account of
(a) any Class A Common Stock (as defined below) issued upon
exercise of the warrants (the "New Warrants") issued pursuant to
the Plan to purchase up to 12% of the fully diluted Class A Common
Stock as of the Effective Date and exercisable at any time for a
period of 7 years from the Effective Date at a strike price
calculated based on a total equity capitalization of $1.425
billion
and (b) the issuance of New Common Stock in an amount of up to 10%
of the New Common Stock, on a fully diluted basis, pursuant to a
management incentive plan (the "Management Incentive Plan").
* Holders of allowed claims on account of prepetition second
lien or unsecured notes (the "Prepetition Notes") will receive
their pro rata distribution of (i) $22.636 million in cash, (ii)
at
such holder's election, either (A) such holder's pro rata share of
the New Warrants or (B) such holder's pro rata share of $25
million
in cash and (iii) 6% of the New Common (subject to dilution on
account of any exercise of the New Warrants and pursuant to the
Management Incentive Plan).
* Holders of allowed general unsecured claims against Debtors
(other than claims on account of the First Lien Credit Facility or
Prepetition Notes) will receive their pro rata distribution of
$7.364 million cash, less fees and expenses incurred by any
professionals retained by a claims oversight committee up to
$200,000.
* Holders of allowed administrative expense claims, priority
claims (other than administrative expense claims and priority tax
claims) and secured claims (other than claims arising under
priority claims, the prepetition first lien credit facility and
prepetition second lien notes) will be paid in full.
* The Reorganized Debtors will waive and release any claims
or
causes of action that they have, had, or may have that are based
on
sections 502(d), 544, 545, 547, 548, 549, 550, 551, 553(b) and
724(a) of the Bankruptcy Code and analogous non- bankruptcy law
for
all purposes against (i) prepetition trade creditors and (ii)
officers, directors, employees or representatives of the Debtors
or
the Reorganized Debtors and all agents and representatives of all
of the foregoing. However, the Reorganized Debtors will retain the
right to assert any said claims as defenses or counterclaims in
any
cause of action brought by any creditor.
Pursuant to the Plan and a condition to its effectiveness, holders
of allowed claims on account of the First Lien Credit Facility
will
receive their pro rata share of the New First Lien Debt Facility
to
be entered into on the Effective Date in an aggregate original
principal amount of $326.5 million. The New First Lien Debt
Facility will mature on the date that is five years after the
Effective Date. Wilmington Trust, National Association will serve
as administrative agent and collateral agent thereunder.
Borrowings under the New First Lien Debt Facility will bear
interest at a per annum rate equal to, at the option of Arch Coal,
either (i) a London interbank offered rate plus an applicable
margin of 9%, subject to a 1% LIBOR floor, or (ii) a base rate
plus
an applicable margin of 8%. Interest payments will be payable
quarterly in cash, unless the Debtors' liquidity after giving
effect to the applicable interest payment would not exceed $300
million, in which case interest will be payable in kind.
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.
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 at the time of the bankruptcy filing. Judge
Charles E. Rendlen III has been assigned the case.
The Debtors 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 was appointed in the
case. The Committee 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.
* * *
The Bankruptcy Court for the Eastern District of Missouri on
September 13, 2016, entered an order confirming the Debtors' Fourth
Amended Joint Plan dated as of September 11, 2016. The Plan was
amended on September 15. On October 5, 2016, Arch Coal consummated
the transactions contemplated by the Plan, which became effective
on that date.
ARCH COAL: Discloses Management Changes Following Ch.11 Exit
------------------------------------------------------------
Arch Coal, Inc., reported in a regulatory filing with the
Securities and Exchange Commission that the Debtors' Fourth Amended
Joint Plan of Reorganization became effective on October 5, 2016,
and on the Effective Date, by operation of the Plan, these persons
ceased to serve as directors of Arch Coal:
-- James A. Sabala,
-- Paul T. Hanrahan,
-- Paul A. Lang,
-- Theodore D. Sands,
-- Douglas H. Hunt,
-- J. Thomas Jones,
-- George C. Morris III,
-- Governor David D. Freudenthal,
-- Patricia F. Godley,
-- Wesley M. Taylor, and
-- Peter I. Wold.
On the Effective Date, by operation of the Plan, these became
members of the Board until the first annual meeting of Arch Coal's
stockholders to be held in 2017, until their respective successors
are duly elected and qualified or until their earlier death,
resignation or removal:
-- John W. Eaves, who was an existing director of Arch Coal,
and
-- James N. Chapman,
-- Patrick J. Bartels Jr.,
-- Sherman K. Edmiston III,
-- Patrick A. Kriegshauser,
-- Richard A. Navarre and
-- Scott D. Vogel
The Board has appointed James N. Chapman to serve as the Chairman
of the Board.
The standing committees of the Board consist of an Audit Committee,
a Personnel and Compensation Committee, and a Nominating and
Corporate Governance Committee.
The Board has appointed Patrick A. Kriegshauser, Richard A. Navarre
and Sherman K. Edmiston III as the members of the Audit Committee.
The Board has appointed James N. Chapman, Patrick J. Bartels, Jr.
and Scott D. Vogel as the members of the Personnel and Compensation
Committee.
The Board has appointed James N. Chapman and Patrick J. Bartels,
Jr. as the members of the Nominating and Corporate Governance
Committee.
As of the Effective Date, Arch Coal entered into indemnification
agreements with each of its directors and executive officers. The
indemnification agreements require Arch Coal to (a) indemnify these
individuals to the fullest extent permitted under Delaware law
against liabilities that may arise by reason of their service to
Arch Coal and (b) advance expenses reasonably incurred as a result
of any proceeding against them as to which they could be
indemnified. The agreements replaced any previously entered
indemnification agreement between Arch Coal and its directors and
executive officers. Arch Coal may enter into indemnification
agreements with any future directors or executive officers.
Executive Officers
As of the Effective Date, by operation of the Plan, the executive
officers of Arch Coal consisted of the following existing executive
officers of Arch Coal: John W. Eaves, Chief Executive Officer; Paul
A. Lang, President and Chief Operating Officer; John T. Drexler,
Senior Vice President and Chief Financial Officer; Kenneth D.
Cochran, Senior Vice President -- Operations; Robert G. Jones,
Senior Vice President -- Law, General Counsel and Secretary; John
A. Ziegler, Jr., Chief Commercial Officer; Deck S. Slone, Senior
Vice President -- Strategy and Public Policy; and Allen R. Kelley
Vice President -- Human Resources.
As of the Effective Date, John Lorson will serve as Vice President
and Chief Accounting Officer, Arch Coal's principal accounting
officer. Mr. Lorson has served as Arch Coal's Chief Accounting
Officer since April 2008. Prior to that he served as Arch Coal's
controller from July 1997 to April 2008. He is 54 years old.
On the Effective Date, pursuant to the terms of the Plan, Arch Coal
filed an Amended and Restated Certificate of Incorporation with the
office of the Secretary of State of Delaware. Also on the Effective
Date, and pursuant to the terms of the Plan, Arch Coal adopted
Amended and Restated Bylaws.
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.
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 at the time of the bankruptcy filing. Judge
Charles E. Rendlen III has been assigned the case.
The Debtors 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 was appointed in the
case. The Committee 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.
* * *
The Bankruptcy Court for the Eastern District of Missouri on
September 13, 2016, entered an order confirming the Debtors' Fourth
Amended Joint Plan dated as of September 11, 2016. The Plan was
amended on September 15. On October 5, 2016, Arch Coal consummated
the transactions contemplated by the Plan, which became effective
on that date.
ARCH COAL: Entered Into $326.5M 5-Year First Lien Debt Facility
---------------------------------------------------------------
Arch Coal, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that the Debtors' Fourth Amended
Joint Plan of Reorganization became effective on October 5, 2016,
and on the Effective Date, pursuant to the Plan and as a condition
to its effectiveness, Arch Coal entered into a new senior secured
term loan credit agreement in an aggregate principal amount of
$326.5 million with Wilmington Trust, National Association, as
administrative agent and collateral agent, for the lenders party
thereto from time to time.
The Bankruptcy Court for the Eastern District of Missouri on
September 13, 2016, entered an order confirming the Debtors' Fourth
Amended Joint Plan dated as of September 11, 2016. The Plan was
amended on September 15. On October 5, 2016, Arch Coal consummated
the transactions contemplated by the Plan, which became effective
on that date.
The Lenders are all institutions that previously committed to make
loans to Arch Coal under the DIP Credit Agreement, and also
received shares of Common Stock of Arch Coal pursuant to the Plan
and will collectively hold 94% of Arch Coal's Common Stock upon
emergence. The New First Lien Debt Facility will mature on the
date that is five years after the Effective Date.
Borrowings under the New First Lien Debt Facility bear interest at
a per annum rate equal to, at the option of Arch Coal, either:
(i) a London interbank offered rate plus an applicable margin
of 9%, subject to a 1% LIBOR floor (the "LIBOR Rate"), or
(ii) a base rate plus an applicable margin of 8%. Interest
payments will be payable in cash, unless the Debtors' liquidity
after giving effect to the applicable interest payment would not
exceed $300 million, in which case interest will be payable in kind
(any such interest that is paid in kind, the "PIK Interest").
The term loans provided under the New First Lien Debt Facility are
subject to quarterly principal amortization payments in an amount
equal $816,250. To the extent any interest is paid as PIK Interest
on any interest payment date, the amount of the Term Loans in
respect of which such PIK Interest is payable will be deemed to
have accrued additional interest over the preceding interest period
at 1.00%, which additional interest will be capitalized and added
to the principal amount of outstanding Term Loans.
The New First Lien Debt Facility are guaranteed by all existing and
future wholly owned domestic subsidiaries of Arch Coal, subject to
customary exceptions, and is secured by first priority security
interests on substantially all assets of the Loan Parties,
including 100% of the voting equity interests of directly owned
domestic subsidiaries and 65% of the voting equity interests of
directly owned foreign subsidiaries, subject to customary
exceptions.
Arch Coal has the right to prepay Term Loans at any time and from
time to time in whole or in part without premium or penalty, upon
written notice, except that any prepayment of Term Loans that bear
interest at the LIBOR Rate other than at the end of the applicable
interest periods therefor shall be made with reimbursement for any
funding losses and redeployment costs of the Lenders resulting
therefrom.
The New First Lien Debt Facility is subject to certain usual and
customary mandatory prepayment events, including 100% of net cash
proceeds of (i) debt issuances (other than debt permitted to be
incurred under the terms of the New First Lien Debt Facility) and
(ii) non-ordinary course asset sales or dispositions, subject to
customary thresholds, exceptions and reinvestment rights.
The New First Lien Debt Facility contains customary affirmative
covenants and representations.
The New First Lien Debt Facility also contains customary negative
covenants, which, among other things, and subject to certain
exceptions, include restrictions on (i) indebtedness, (ii) liens
and guaranties, (iii) liquidations, mergers, consolidations,
acquisitions, (iv) disposition of assets or subsidiaries, (v)
affiliate transactions, (vi) creation or ownership of certain
subsidiaries, partnerships and joint ventures, (vii) continuation
of or change in business, (viii) restricted payments, (ix)
prepayment of subordinated indebtedness, (x) restrictions in
agreements on dividends, intercompany loans and granting liens on
the collateral, (xi) loans and investments, (xii) changes in
organizational documents, (xiii) transactions with respect to
bonding subsidiaries and (xiv) hedging transactions. The New First
Lien Debt Facility does not contain any financial maintenance
covenant.
The New First Lien Debt Facility contains customary events of
default, subject to customary thresholds and exceptions, including,
among other things:
(i) non-payment of principal and non-payment of interest and
fees,
(ii) a material inaccuracy of a representation or warranty at
the time made,
(iii) a failure to comply with any covenant, subject to
customary grace periods in the case of certain affirmative
covenants,
(iv) cross-events of default to indebtedness of at least
$35,000,000,
(v) cross-events of default to surety, reclamation or similar
bonds securing obligations with an aggregate face amount of at
least $50,000,000,
(vi) uninsured judgments in excess of $35,000,000, (vii) any
loan document shall cease to be a legal, valid and binding
agreement,
(viii) uninsured losses or proceedings against assets with a
value in excess of $35,000,000,
(ix) ERISA events,
(x) a change of control or
(xi) bankruptcy or insolvency proceedings relating to the Arch
Coal or any material subsidiary of the Arch Coal.
A copy of the $326,500,000.00 CREDIT AGREEMENT Dated as October 5,
2016 by and among ARCH COAL, INC., as Borrower, THE LENDERS PARTY
HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Agent, is
available at https://is.gd/os8i09
Davis Polk & Wardwell LLP, serves as counsel for the Loan Parties.
As reported by the Troubled Company Reporter, under the confirmed
Plan, Holders of allowed general unsecured claims against Debtors
(other than claims on account of the First Lien Credit Facility or
Prepetition Notes) will receive their pro rata distribution of
$7.364 million cash, less fees and expenses incurred by any
professionals retained by a claims oversight committee up to
$200,000.
A copy of the confirmed Plan is available at https://is.gd/Rib7UC
A copy of the Confirmation Order is available at
https://is.gd/vF12YU
Arch Coal also disclosed that on the Effective Date, by operation
of the Plan, all outstanding obligations under the following notes
issued by Arch Coal and guaranteed by certain subsidiary
guarantors, were cancelled and the indentures governing such
obligations were cancelled except as necessary to (a) enforce the
rights, claims and interests of the applicable trustee vis-a-vis
any parties other than the Debtors, (b) allow each trustee to
receive distributions under the Plan and to distribute them to the
holders of the Cancelled Notes in accordance with the terms of the
applicable indenture, (c) preserve any rights of the applicable
trustee to compensation, reimbursement and indemnification under
each of the applicable indentures solely as against any money or
property distributable to holders of Cancelled Notes, (iv) permit
each of the trustees to enforce any obligation owed to them under
the Plan and (v) permit each of the trustees to appear in the
chapter 11 cases or in any proceeding in the Bankruptcy Court or
any other court:
* 7.000% Senior Notes due 2019, issued pursuant to an
indenture dated as of June 14, 2011, by and among Arch Coal, as
issuer, UMB Bank National Association, as trustee, and the
guarantors named therein, as amended, supplemented or revised
thereafter;
* 7.250% Senior Notes due 2020, issued pursuant to an
indenture dated as of August 9, 2010, by and among Arch Coal, as
issuer, U.S. Bank National Association, as trustee, and the
guarantors named therein, as amended, supplemented or revised
thereafter;
* 7.250% Senior Notes due 2021, issued pursuant to an
indenture dated as of June 14, 2011, by and among Arch Coal, as
issuer, UMB Bank National Association, as trustee, and the
guarantors named therein, as amended, supplemented or revised
thereafter;
* 9.875% Senior Notes due 2019, issued pursuant to an
indenture dated as of November 21, 2012, by and among Arch Coal, as
issuer, UMB Bank National Association, as trustee, and the
guarantors named therein, as amended, supplemented or revised
thereafter; and
* 8.000% Second Lien notes due 2019, issued pursuant to an
indenture dated as of December 17, 2013, by and among Arch Coal, as
issuer, Wilmington Savings Fund Society, as trustee and collateral
agent, and the guarantors named therein, as amended, supplemented
or revised thereafter.
On the Effective Date, by operation of the Plan, all outstanding
obligations under the following credit agreement (the "Prepetition
Credit Agreement") entered into by Arch Coal and guaranteed by
certain of Arch Coal's subsidiaries and the related collateral,
guaranty and other definitive agreements relating to the
Prepetition Credit Agreement were cancelled and the Prepetition
Credit Agreement was cancelled except as necessary to (i) enforce
the rights, claims and interests of the Prepetition Agent and any
predecessor thereof vis-a-vis the Lenders and any parties other
than the Debtors, (ii) to allow the Prepetition Agent to receive
distributions under the Plan and to distribute them to the lenders
under the Prepetition Credit Agreement and (iii) preserve any
rights of the Prepetition Agent and any predecessor thereof as
against any money or property distributable to holders of claims
arising out of the Prepetition Credit Agreement or any related
transaction documents, including any priority in respect of payment
and the right to exercise any charging lien:
* Amended and Restated Credit Agreement, dated as of June 14,
2011 (as amended by the First Amendment, dated as of May 16, 2012,
the Second Amendment, dated as of November 20, 2012, the Third
Amendment, dated as of November 21, 2012 and the Fourth Amendment,
dated as of December 17, 2013), among the Arch Coal, Inc., as
borrower, the lenders from time to time party thereto, Wilmington
Trust, National Association, in its capacities as term loan
facility administrative agent (as successor to Bank of America,
N.A. in such capacity) and collateral agent (as successor to PNC
Bank, National Association in such capacity) (the "Prepetition
Agent")
On the Effective Date, all outstanding obligations under the
following credit agreement (the "DIP Credit Agreement") other than
contingent and/or unliquidated obligations were paid in cash in
full, all commitments under the DIP Credit Agreement and the
related transaction documents referred to therein as the "Loan
Documents" were terminated, all liens on property of the Debtors
arising out of or related to the DIP Facility terminated and the
Loan Documents were cancelled except with respect to (a) contingent
and and/or unliquidated obligations under the Loan Documents which
survive the Effective Date and continue to be governed by the Loan
Documents and (b) the relationships among the DIP Agent and the
lenders under the DIP Credit Agreement, as applicable, including
but not limited to, those provisions relating to the rights of the
DIP Agent and the lenders to expense reimbursement, indemnification
and other similar amounts, certain reinstatement obligations set
forth in the DIP Credit Agreement and any provisions that may
survive termination or maturity of the credit facility governed by
the DIP Credit Agreement in accordance with the terms thereof:
* Superpriority Secured Debtor-In-Possession Credit Agreement,
dated as of January 21, 2016 (as amended by the Waiver and Consent
and Amendment No. 1, dated as of March 4, 2016, Amendment No. 2,
dated as of March 28, 2016, Amendment No. 3, dated as of April 26,
2016, Amendment No. 4, dated as of June 10, 2016, Amendment No. 5,
dated as of June 23, 2016, Amendment No. 6, dated as of July 20,
2016, and Amendment No. 7, dated as of September 28, 2016) among
Arch Coal, Inc., as borrower, certain subsidiaries of Arch Coal,
Inc., as guarantors, the lenders from time to time party there and
Wilmington Trust, National Association, in its capacity as
administrative agent and as collateral agent (in such capacities,
the "DIP Agent").
Under the Plan, 24,589,834 shares of Class A Common Stock and
410,166 shares of Class B Common Stock, par value $.01 per share,
("Class B Common Stock" and together with Class A Common Stock,
"Common Stock") were distributed to the secured lenders and to
certain holders of general unsecured claims under the Plan on the
Effective Date.
In addition, on the Effective Date, Arch Coal issued Warrants to
purchase up to an aggregate of 1,914,856 shares of Class A Common
Stock. Arch Coal relied, based on the confirmation order it
received from the Bankruptcy Court, on Section 1145(a)(1) of the
U.S. Bankruptcy Code to exempt from the registration requirements
of the Securities Act of 1933, as amended (i) the offer and sale of
Common Stock to the secured lenders and to the general unsecured
creditors, (ii) the offer and sale of the Warrants to the holders
of claims arising under the Cancelled Notes and (iii) the offer and
sale of the Class A Common Stock issuable upon exercise of the
Warrants. Section 1145(a)(1) of the Bankruptcy Code exempts the
offer and sale of securities under a plan of reorganization from
registration under Section 5 of the Securities Act and state laws
if three principal requirements are satisfied:
* the securities must be offered and sold under a plan of
reorganization and must be securities of the debtor, of an
affiliate participating in a joint plan of reorganization with the
debtor or of a successor to the debtor under the plan of
reorganization;
* the recipients of the securities must hold claims against or
interests in the debtor; and
* the securities must be issued in exchange, or principally in
exchange, for the recipient's claim against or interest in the
debtor.
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.
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 at the time of the bankruptcy filing. Judge
Charles E. Rendlen III has been assigned the case.
The Debtors 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 was appointed in the
case. The Committee 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: Entered Into Warrant Deal with American Stock Transfer
-----------------------------------------------------------------
Arch Coal, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that the Debtors' Fourth Amended
Joint Plan of Reorganization became effective on Oct. 5, 2016, and
on the Effective Date, Arch Coal entered into a warrant agreement
with American Stock Transfer & Trust Company, LLC as warrant agent
and, pursuant to the terms of the Plan, issued warrants to purchase
up to an aggregate of 1,914,856 shares of Class A Common Stock, par
value $0.01 per share, of Arch Coal to holders of claims arising
under the Cancelled Notes.
Each Warrant expires on Oct. 5, 2023, and is initially exercisable
for one share of Class A Common Stock at an initial exercise price
of $57.00 per share. The Warrants are exercisable by a holder
paying the exercise price in cash or on a cashless basis, at the
election of the holder. The Warrants contain anti-dilution
adjustments for stock splits, reverse stock splits, stock
dividends, dividends and distributions of cash, other securities or
other property, spin-offs and tender and exchange offers by Arch
Coal or its subsidiaries to purchase Class A Common Stock at
above-market prices.
If, in connection with a merger, recapitalization, business
combination, transfer to a third party of substantially all of Arch
Coal's consolidated assets or other transaction that results in a
change to the Class A Common Stock (each, a "Transaction"), (i) the
Transaction is consummated prior to the fifth anniversary of the
Effective Date and the Transaction consideration to holders of
Class A Common Stock is 90% or more listed common stock or common
stock of a company that provides publicly available financial
reporting, and holds management calls regarding the same, no less
than quarterly ("Reporting Stock") or (ii) regardless of the
consideration, the Transaction is consummated on or after the fifth
anniversary of the Effective Date, the Warrants will be assumed by
the surviving company and will become exercisable for the
consideration that the holders of Class A Common Stock receive in
such Transaction; provided that if the consideration such holders
receive consists solely of cash, then upon the consummation of such
Transaction, Arch Coal will pay for each Warrant an amount of cash
equal to the greater of (i) (x) the amount of cash payable with
respect to the number of shares of Class A Common Stock underlying
the Warrant minus (y) the exercise price per share then in effect
multiplied by the number of shares of Class A Common Stock
underlying the Warrant and (ii) $0.
If a Transaction is consummated prior to the fifth anniversary of
the Effective Date in which the Transaction consideration is less
than 90% Reporting Stock, a portion of the Warrants corresponding
to the portion of the Transaction consideration that is Reporting
Stock will be assumed by the surviving company and will become
exercisable for the Reporting Stock consideration that the holders
of Class A Common Stock receive in such Transaction, and the
portion of the Warrants corresponding to the portion of the
Transaction consideration that is not Reporting Stock will, at the
option of each holder, (i) be assumed by the surviving company and
will become exercisable for the consideration that the holders of
Class A Common Stock receive in such Transaction or (ii) be
redeemed by Arch Coal for cash in an amount equal to the Black
Scholes Payment (as defined in the Warrant Agreement).
A copy of the WARRANT AGREEMENT Dated as of Oct. 5, 2016, between
ARCH COAL, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,
as Warrant Agent, for 1,914,856 Series A Warrants, is available at
https://is.gd/sTls0S
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.
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 at the time of the bankruptcy filing. Judge
Charles E. Rendlen III has been assigned the case.
The Debtors 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 was appointed in the
case. The Committee 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.
* * *
The Bankruptcy Court for the Eastern District of Missouri on
September 13, 2016, entered an order confirming the Debtors' Fourth
Amended Joint Plan dated as of September 11, 2016. The Plan was
amended on September 15. On October 5, 2016, Arch Coal consummated
the transactions contemplated by the Plan, which became effective
on that date.
ATHERTON BAPTIST: Fitch Rates $29.09MM 2016 Revenue Bonds 'BB'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Alhambra, CA's
approximately $29,090,000 insured refunding revenue bonds series
2016 issued on behalf of Atherton Baptist Homes (Atherton). In
addition, Fitch has upgraded the rating on Atherton's outstanding
series 2010A bonds to 'BB' from 'BB-'.
The Rating Outlook is Stable.
The series 2016 bonds will be fixed rate and insured by Cal
Mortgage. Bond proceeds will advance refund the series 2010A bonds.
Net present value savings are estimated to be over 20% of refunded
par. The bonds are expected to price on Oct. 19.
SECURITY
The bonds are secured by a gross revenue pledge, mortgage, and debt
service reserve fund.
KEY RATING DRIVERS
SUSTAINED POSITIVE MOMENTUM: The upgrade to 'BB' from 'BB-'
reflects Atherton's positive momentum driven by the continued
improvement in occupancy. Performance through the eight months
ended Aug. 31, 2016 is solid, exceeded expectations, and expected
to be sustained. Fitch believes the organization has achieved
stability at the new rating level after material organizational
changes were made throughout 2014 to address Atherton's
historically weak governance and management practices.
IMPROVED OPERATING PERFORMANCE: After a period of weak financial
performance, Atherton exceeded its 2015 budget and was compliant
with bond covenants. Performance through the eight months ended
Aug. 31, 2016 is at a stronger level , especially operating
performance, which has significantly improved revenue only
coverage. The improved performance has been driven by increased
occupancy in its Classic independent living units (ILU) in addition
to managing its workers' compensation costs, which had historically
plagued the organization. Operating ratio is 100% through the eight
months ended Aug. 31, 2016.
GOOD OCCUPANCY: ILU occupancy has improved to 94.1% at Sept. 30,
2016 from 70.6% in 2012. SNF occupancy has steadily been above 90%,
and there is not a large reliance on Medicare revenue (17% of SNF
revenue).
BENEFIT FROM REFINANCING: Debt service coverage has improved due to
better operational performance and will further benefit from the
savings on the refinancing. Through the eight months ended Aug. 31,
2016, MADS coverage was 2.2x compared to 2.1x in 2015 and 1.3x in
2014. On pro forma MADS, coverage improves to 2.6x, 2.5x, and 1.5x,
respectively.
LIGHT LIQUIDITY: Liquidity is light but in line with below
investment grade credits with 215 days cash on hand (DCOH) and
36.7% cash to debt at Aug. 31, 2016. Atherton's days cash on hand
covenant will reduce to 150 from 180 with the refinancing.
RATING SENSITIVITIES
FUTURE CAPITAL NEEDS: Fitch expects Atherton to maintain financial
performance in line with current levels. Further upward rating
movement is likely if operating performance is maintained with
further growth in liquidity. There are capital needs over the
five-year period, but they are expected to be funded from operating
cash flow or initial entrance fees received from potential new
independent living units.
CREDIT PROFILE
Atherton Baptist Homes is a Type C continuing care retirement
community (CCRC) located in Alhambra, CA with 170 Classic ILUs, 50
Courtyard ILUs, 38 assisted living units (ALU), and 99 skilled
nursing facility (SNF) beds. Total revenue in 2015 (Dec. 31 fiscal
year end) was $18.6 million. Atherton restructured its pricing for
the Courtyard units in 2016 and the predominant contract type for
the Courtyard units is 90% refundable while the Classic units are
predominantly nonrefundable.
Organizational Changes
A management consultant report was issued in March 2014 due to the
violation of the occupancy requirement in the bond documents and
the cumulative cash used for operations financial covenant (this
covenant no longer tested as of 2015). There were several
recommendations for improvements in the areas of governance and
management practices as well as in marketing and sales strategies.
These changes were made throughout 2014 and have had a positive
impact on 2015 performance, which has continued through the eight
months ended Aug. 31, 2016.
Management has implemented tools to track various measures
including unit vacancies, time to move in, ongoing renovations,
weekly sales report, and daily SNF payor mix. The management
consultant is still engaged at Atherton although bond covenant
compliance is being met and the consultant provides ongoing
feedback to the board and management.
These changes included a new CEO, a new chairman of the board, and
restated bylaws to broaden the breadth and diversity of board
members. In addition, there is new oversight with a combined sales
and marketing director effective November 2015, who is implementing
a targeted marketing approach and a new website was launched in
September 2016.
Improved Occupancy and Capital Spending
Atherton added 50 Courtyard ILUs in June 2011 and suffered after
the slow fill of these units, which reached 90% occupancy by third
quarter 2013 and have since maintained high occupancy. The slow
fill diverted attention from sales and marketing of the older part
of the campus (Classic units - 170 ILUs) and with increased capital
investment in these units, faster turnover, and focused sales and
marketing - there has been a continuing trend of improved occupancy
of Classic units from 79.1% in 2012 to 85.9% in 2015 and was 92.9%
at Sept. 30, 2016.
Management is now assessing its unit mix with the possible addition
of memory care units. Also, there are additional ILUs in the
five-year capital plan. Currently, the five-year capital plan is
manageable and capital spending averages $1.6 million a year from
2016-2020. No additional debt is expected.
Improved Operating Performance
Operating ratio is now 100% through the eight months ended Aug. 31,
2016 from 123.2% in 2012. Historical poor operating performance
resulted in the dependence on net entrance fees for debt service
coverage. However, with the improved operating performance revenue
only coverage is now 1.1x through the eight months ended Aug. 31,
2016.
The performance continues to be driven by improved occupancy as
well as managing its workers compensation costs, which caused
significant pressure on expenses. Atherton has been aggressive with
closing older claims, while also reducing and managing any new
claims. Past open claims have been reduced to four from eight.
Building Liquidity
Atherton's unrestricted cash and investments have been volatile
since initial entrance fee receipts (used to pay down series 2010B
temporary debt) were part of unrestricted cash and investments.
Atherton paid off the series 2010B bonds in full in 2014.
At Aug., 31, 2016, Atherton had $10.5 million of unrestricted cash
and investments which equated to 215 DCOH, a 4.1x cushion ratio and
36.7% cash to debt compared to Fitch's 'BBB' category medians of
400, 7.3x and 60%. Liquidity is projected to build over the next
five years with 340 DCOH and 67.4% cash to debt in 2020. Atherton's
investment portfolio is fairly aggressive for its rating level with
57% of its investments exposed to equities, which has been reduced
but still remains high.
Atherton maintains a defined benefit pension plan that is currently
underfunded ($3 million as of Dec. 31, 2015). The pension plan is
not subject to ERISA requirements. The board recently made a
decision to fund the plan over a 15-year period.
Debt Profile
The series 2016 bonds will refund all of Atherton's existing debt
(series 2010A) that has a current outstanding par amount of $28.2
million. The debt will be 100% fixed rate.
The series 2016 bonds will be insured by Cal Mortgage and bond
covenants will include 1.25x MADS coverage, 150 days cash on hand,
and 1.5x current ratio.
Current MADS is $2.557 million and projected to drop to $2.126
million with the refinancing. Debt service is level. MADS accounted
for 12.4% of total revenue through the eight months ended Aug. 31,
2016, which is in line with 'BBB' category medians.
Disclosure
Atherton covenants to provide annual disclosure within 150 days of
fiscal year end and quarterly disclosure within 45 days of quarter
end to EMMA.
AURORA GAS: Seeks to Hire BDO USA as Accountant
-----------------------------------------------
Aurora Gas, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Alaska to hire an accountant.
The Debtor proposes to hire BDO USA, LLP to file state royalty tax
returns and annual tax credit.
Dan Dickinson, a certified public accountant and member of BDO,
disclosed in a court filing that the firm does not represent any
interest adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
Dan Dickinson
BDO USA, LLP
3601 C Street, Suite 600
Anchorage, AK 99503
Phone: 907-278-8878
Fax: 907-278-5779
About Aurora Gas
Sugarland, Texas-based Aurora Gas LLC owns and operates
gas-producing properties in Alaska and also engages in the
exploration and development of gas properties.
Erik LeRoy, Esq., at Erik Leroy P.C., on behalf of Aurora Well
Service, LLC, Shirleyville Enterprises, LLC, and Tanks A Lot, Inc.,
filed an involuntary Chapter 11 bankruptcy petition against the
Debtor (Bankr. D. Alaska Case No. 16-00130) on May 3, 2016.
AUTOMART INC: Court Extends Plan Filing Period to Dec. 2
--------------------------------------------------------
Judge Geraldine Mund of the U.S. Bankruptcy Court for the Central
District of California extended The Automart, Inc.'s exclusive
periods to file a disclosure statement and plan, and to solicit
acceptances to the plan, to December 2, 2016 and January 31, 2017,
respectively.
The Debtor previously sought the extension of its exclusivity
periods, contending that it had filed a plan and accompanying
disclosure statement on September 2, 2016, and that absent an
extension, its exclusive period to solicit acceptances to its plan
would expire on December 2, 2016.
The Debtor told the Court that its plan provides for its
recapitalization, incorporating an agreed-upon plan treatment for
its secured creditors and others. The Debtor believed that the
lone substantive objector would be West Marine, Inc. The Debtor
hoped to use the additional time resulting from the requested
extension to engage West Marine in discussions, which ideally will
lead to a consensual plan and even a resolution of the litigation
between them. The Debtor contended that it did not want to be
under the threat of an impending plan by West Marine.
About The Automart, Inc.
The Automart, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 16-11670) on June 5, 2016. The petition
was signed by Scott Spiegel, president. The Debtor estimated
assets and liabilities at $500,001 to $1 million at the time of the
filing.
The Debtor is represented by Blake J. Lindemann, Esq., at Lindemann
Law Firm. It hired Shenson Law as special litigation counsel.
AYTU BIOSCIENCE: Offering $12.5 Million Worth of Securities
-----------------------------------------------------------
Aytu Bioscience filed with the Securities and Exchange Commission a
free writing prospectus relating to the offering of up to
$12,500,000 of common stock and warrants.
The Company intends to list its common stock and warrants on the
NYSE MKT under the symbols "AYTU" and "AYTUW", respectively, once
it meets NYSE listing standards by raising $8,500,000 and achieving
a $3.00 per share price, which the Company expects to do via a
reverse split once approved by its stockholders in November.
Proceeds of the offering will be used to pay for the exclusive
license to Natesto, further commercialization of Natesto,
ProstaScint and Primsol, funding of remaining clinical development
of MiOSYS to enable FDA clearance, acquisition of complementary
urology assets, and working capital for general corporate and
administrative purposes.
Joseph Gunnar & Company and Feltl and Company serve as joint
book-runners. Fordham Financial Management acts as the lead
manager.
A full-text copy of the FWP is available at https://is.gd/CXOO9z
About Aytu Bioscience
Aytu BioScience, Inc. was incorporated as Rosewind Corporation on
Aug. 9, 2002, in the State of Colorado. Aytu was re-incorporated
in the state of Delaware on June 8, 2015. Aytu is a
commercial-stage specialty healthcare company concentrating on
developing and commercializing products with an initial focus on
urological diseases and conditions. Aytu is currently focused on
addressing significant medical needs in the areas of urological
cancers, hypogonadism, urinary tract infections, male infertility,
and sexual dysfunction.
Aytu Bioscience reported a net loss of $28.18 million for the year
ended June 30, 2016, compared to a net loss of $7.72 million for
the year ended June 30, 2015.
As of June 30, 2016, Aytu Bioscience had $24.34 million in total
assets, $14.25 million in total liabilities and $10.08 million in
total stockholders' equity.
EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about the Company’s ability to continue as a
going concern.
BAHIA SALINAS: Seeks to Hire Lozada Law as Legal Counsel
--------------------------------------------------------
Bahia Salinas Beach Hotel Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire Lozada Law
& Associates, LLC.
The firm will serve as the Debtor's legal counsel in connection
with its Chapter 11 case.
Maria Soledad Lozada-Figueroa, Esq., the attorney designated to
represent the Debtor, will be paid $200 per hour. Meanwhile, the
hourly rate of other Lozada partners and associates is $150.
In a court filing, Ms. Lozada-Figueroa disclosed that the members
of her firm are "disinterested persons" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
María Soledad Lozada Figueroa, Esq.
Lozada Law & Associates, LLC
P.O. Box 9023888
San Juan, PR 00902-3888
Cell: (787) 533-1400
Email: msl@lozadalaw.com
About Bahia Salinas Beach Hotel
Bahia Salinas Beach Hotel Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-07573) on
September 22, 2016. The petition was signed by Angel Lopez Nunci,
president.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of $1 million to $10 million.
BIRMINGHAM COAL: Selling Chevrolet Avalanche to Hallmark for $18K
-----------------------------------------------------------------
Birmingham Coal & Coke Company, Inc., Cahaba Contracting &
Reclamation, and RAC Mining, LLC, ask the U.S. Bankruptcy Court for
the Northern District of Alabama to authorize the sale of 2010
Chevrolet Avalanche, VIN GNVKFE08AG225234 ("Equipment"), outside
the ordinary course of business to Eric Hallmark, an insider, for
$18,000.
The Equipment has 95,120 miles and the proposed sale presents a
reasonable recovery for the Equipment right now. Additionally, the
Debtors do not believe that any party holds a perfected lien in the
Equipment.
To preserve the value of the Equipment and limit the costs of
administering and preserving such assets, it is critical that the
Debtor close the sale of the Equipment as soon as possible.
Accordingly, the Debtor requests that the Court waive the 14-day
stay periods under Bankruptcy Rules 6004(g) and 6006(d) or in the
alternative, if an objection to the sale or an assignment of a
contract or lease is filed, reduce the stay period to the minimum
time needed by the objecting party to file its appeal to allow the
sale to close.
About Birmingham Coal & Coke
Birmingham Coal & Coke Company, Inc., produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons. The company also offers coal brokerage services.
Birmingham Coal was founded in 2000 and is based in Birmingham, AL.
As of May 9, 2011, Birmingham Coal operates as a subsidiary of
CanAm Coal Corp.
On May 27, 2015, Birmingham Coal, and affiliates Cahaba Contracting
& Reclamation LLC and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.
The Debtors tapped Jones Walker LLP as counsel.
Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1
million
to $10 million in assets and debt.
BLUE LAMB CUISINE: Seeks to Hire Aresty as Legal Counsel
--------------------------------------------------------
Blue Lamb Cuisine Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Joel M. Aresty, P.A. to provide legal
services, which include advising the Debtor regarding its duties
and negotiating with its creditors to prepare a bankruptcy plan.
Joel Aresty, Esq., disclosed in a court filing that he and his firm
do not represent any interests adverse to the Debtor or its
bankruptcy estate.
The firm can be reached through:
Joel M. Aresty, Esq.
Joel M. Aresty, P.A.
309 1st Ave. S
Tierra Verde, FL 33715
Phone: 305-904-1903
Fax: 877-350-9402
Email: Aresty@Mac.com
About Blue Lamb Cuisine
Blue Lamb Cuisine Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-23172) on September
27, 2016. The petition was signed by Haim Turgman, president.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of less than $500,000.
BOREAL WATER: Catskill Springs Acquires Alpine Spring for $600,000
------------------------------------------------------------------
As previously reported, Boreal Water entered into an Addendum to
Purchase Agreement Between BB Development XXVIII LLC, as Seller,
and Boreal Water Collection, Inc., as purchaser, on Sept. 6, 2016.
The Purchase Agreement involves an artesian spring, water supply
and existing facility located in the Town of Callicoon, New York.
Boreal Water Collection, Inc. is the successor to Leisure Time
Spring Water, Inc., which had a first right of refusal regarding
the premises.
Catskill Springs LLC purchased Boreal's first right of refusal in
the Addendum for consideration of $150,000 and acquired Alpine
Spring for $600,000 (under separate agreement with the Seller of
Alpine Spring). As part of the Catskill Springs Agreement, Boreal
has the exclusive right to repurchase Alpine Spring within the
first year at the price of $750,000. Should Boreal not buy the
property within the first year, Boreal would then have a first
right of refusal should Catskill Springs LLC decide to accept an
offer on the property. Boreal continues to have current rights to
use of the spring and water rights as originally contained in the
Nov. 1, 1995, Agreement.
About Boreal Water
Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.
Boreal Water reported a net loss of $886,000 on $2.41 million of
sales for the year ended Dec. 31, 2014, compared with net income of
$613,000 on $2.15 million of sales for the year ended Dec. 31,
2013.
As of March 31, 2015, the Company had $3 million in total assets,
$2.68 million in total liabilities, and $314,000 in total
stockholders' equity.
Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014. The accounting firm noted that the
Company has incurred a deficit of approximately $3.6 million and
has used approximately $800,000 of cash due to its operating
activities in the two years ended Dec. 31, 2014. The Company may
not have adequate readily available resources to fund operations
through Dec. 31, 2015. This raises substantial doubt about the
Company's ability to continue as a going concern.
BOULAYE MARINE: Seeks 45-Day Extension to File Chapter 11 Plan
--------------------------------------------------------------
Boulaye Marine Towing, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to extend its exclusive period to
file its Disclosure Statement and Plan for 45 days, or to November
28, 2016.
Absent an extension, the Debtor's exclusive period would have
expired on October 13, 2016.
The Debtor relates that its primary asset is a 56' Push Boat known
as the Miss Kaitlyn. The Debtor further relates that the claims bar
date for non government creditors was set for October 3, 2016.
The Debtor contends that on October 3, 2016, its primary creditor,
Home Bank, filed a secured proof of claim in the amount of
$606,685.73 and bases its secured claim on the M/V Kaitlyn and
moveable equipment on the M/V Kaitlyn based on a preferred ship
mortgage and UCC lien. The Debtor adds that Home Bank's claims
were scheduled in the bankruptcy proceeding as disputed.
The Debtor tells the Court that it is in the process of evaluating
the proof of claim of Home Bank and needs additional time to
proceed with discussions with Home Bank.
About Boulaye Marine Towing, LLC.
Boulaye Marine Towing, LLC filed a chapter 11 petition (Bankr. E.D.
La. Case No. 16-11392) on June 15, 2016. The petition was signed
by Patrick T. McNeill, managing member. The Debtor is represented
by Markus E. Gerdes, Esq., at Gerdes Law Firm, LLC. The Debtor
estimated assets and liabilities at $500,001 to $1 million at the
time of the filing.
BROWN'S CHRISTIANWAY: Taps Brenda Knapp as Accountant
-----------------------------------------------------
Brown's Christianway Home for Funerals, Inc. seeks approval from
the U.S. Bankruptcy Court for the Eastern District of Arkansas to
hire an accountant.
The Debtor proposes to hire Brenda Knapp, a certified public
accountant, and pay her an hourly rate of $35 for her services,
which include general bookkeeping and tax consultation. She will
also receive reimbursement for work-related expenses.
Ms. Knapp does not hold any interests adverse to the Debtor or its
bankruptcy estate, according to court filings.
About Brown's Christianway
Brown's Christianway Home for Funerals, Inc., sought protection
under Chapter 7 of the Bankruptcy Code (Bankr. D. Ark. Case No.
16-13155) on June 14, 2016. The Chapter 7 case was converted to a
case under Chapter 11 of the Bankruptcy Code on August 11, 2016.
The case is assigned to Judge Phyllis M. Jones.
C & D PROPERTIES: Gets Final Nod to Use Midwest Cash Collateral
---------------------------------------------------------------
Judge Cynthia A. Norton of the U.S. Bankruptcy Court for the
Western District of Missouri authorized C & D Properties of
Missouri LLC to use Midwest Regional Bank's cash collateral on a
final basis.
The cash collateral consists of the Debtor's cash flow from
operations.
The Debtor intended to use cash collateral for the payment of the
normal and necessary expenses of its business in accordance with
approved budgets and to pay Midwest Regional Bank adequate
protection.
The Debtor is indebted to Midwest Regional Bank in the amount of
$485,000.
The Court directed the Debtor to pay to Midwest Regional Bank
monthly adequate protection payments of $2,692, with the first
payment due on April 10, 2016.
The Court further directed the Debtor to set aside tax escrows in
the amount of $491 per month, commencing on April 15, 2016.
Midwest Regional Bank was granted a continuing first priority
replacement lien on all of the proceeds and replacements of the
cash collateral, in the same priority and extent that Midwest
Regional Bank has a valid lien on pre-petition property of the
Debtor.
A full-text copy of the Final Order dated September 27, 2016 is
available at https://is.gd/BcqXUA
About C & D Properties
C & D Properties of Missouri LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 16-40525) on March
2, 2016. The petition was signed by Dr. Cassie Cure, president.
The Debtor is represented by George J. Thomas, Esq. at Phillips &
Thomas LLC. The Debtor estimated assets and liabilities at
$100,001 to $500,000 at the time of the filing.
C&J ENERGY: Seeks Exclusivity Extended Thru March 17 Next Year
--------------------------------------------------------------
BankruptcyData.com reported that C&J Energy Services filed with the
U.S. Bankruptcy Court a motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including March 17, 2017 and May
17, 2017, respectively. The motion explains, "The Debtors have
made significant progress to date. In addition to various forms of
'first day' and 'second day' relief, the Debtors have obtained
final Court approval of a $100 million debtor-in-possession
financing facility (the 'DIP Facility') and their non-insider
compensation program - both of which will provide pivotal
assistance in stabilizing the Debtors' business operations. This
considerable progress has been achieved by active engagement with
all of the parties in interest, including majority shareholder
Nabors Industries, the official committee of unsecured creditors
and the Lenders. The DS Motion contemplates that the hearing on
confirmation of the Plan will take place on or about December 15,
2016. However, the Debtors' exclusive period to file a plan is
currently set to expire on November 17, 2016. Accordingly, the
Debtors seek a 120-day extension of the exclusivity periods in
which the Debtors may file and solicit acceptances of a chapter 11
plan of reorganization. Granting the extension of the Debtors'
exclusive right to file and solicit acceptance of a chapter 11 plan
of reorganization will allow the Debtors' confirmation process to
continue to proceed expeditiously towards emergence in an
efficient, organized fashion. The focus will remain on the Debtors'
proposed Plan, which enjoys the support of approximately 90% of the
claims held by the Lenders, and will not be needlessly distracted
by the uncertainty and confusion that could arise if another party
in interest were to file a competing plan." The Court scheduled a
November 4, 2016 hearing on the motion.
About C&J Energy
C&J Energy Services -- http://www.cjenergy.com/-- is a provider of
well construction, well completions, well support and other
complementary oilfield services to oil and gas exploration and
production companies. As one of the largest completion and
production services companies in North America, C&J offers a full,
vertically integrated suite of services involved in the entire life
cycle of the well, including directional drilling, cementing,
hydraulic fracturing, cased-hole wireline, coiled tubing, rig
services, fluids management services and other special well site
services. C&J operates in most of the major oil and natural gas
producing regions of the continental United States and Western
Canada.
C&J Energy Services Ltd. and 14 of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 16-33590) on July 20, 2016. The Debtors'
cases are pending before Judge David R. Jones.
The law firms Loeb & Loeb LLP, Kirkland & Ellis LLP serve as the
Debtors' counsel. Fried, Frank, Harris, Shriver & Jacobson LLP
acts as special corporate and tax counsel to the Debtors.
Investment bank Evercore is the Debtors' financial advisor, and
AlixPartners is the Debtors' restructuring advisor. Ernst & Young
Inc. is the proposed information officer for the Canadian
proceedings. Donlin, Recano & Company, Inc. serves as the claims,
noticing and balloting agent.
U.S. Trustee Judy A. Robbins appointed five creditors to serve on
the official committee of unsecured creditors in the Chapter 11
case of CJ Holding Co., et al. The Committee hired Greenberg
Traurig, LLP as counsel for the Committee, Conway MacKenzie, Inc.,
to serve as its financial advisor, Carl Marks Advisory Group LLC as
investment banker.
CALIFORNIA RESOURCES: State Street Owns 11.7% Stake as of Sept. 30
------------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, State Street Corporation disclosed that as of
Sept. 30, 2016, it beneficially owns 4,804,328 shares of common
stock of California Resources Corporation representing 11.69% of
the shares outstanding. A full-text copy of the regulatory filing
is available for free at https://is.gd/Vma7VF
About California Resources
California Resources Corporation is an independent oil and natural
gas exploration and production company operating properties
exclusively within the State of California. The Company was
incorporated in Delaware as a wholly-owned subsidiary of Occidental
on April 23, 2014, and remained a wholly-owned subsidiary of
Occidental until the Spin-off. On Nov. 30, 2014, Occidental
distributed shares of the Company's common stock on a pro rata
basis to Occidental stockholders and the Company became an
independent, publicly traded company, referred to in the annual
report as the Spin-off. Occidental retained approximately 18.5% of
the Company's outstanding shares of common stock which it has
stated it intends to divest on March 24, 2016.
As of June 30, 2016, California Resources had $6.47 billion in
total assets, $7.52 billion in total liabilities and a total
deficit of $1.04 billion.
The Company reported a net loss of $3.55 billion in 2015, following
a net loss of $1.43 billion in 2014.
* * *
As reported by the TCR on Sept. 14, 2016, S&P Global Ratings raised
its corporate credit rating on Los Angeles-based exploration and
production company California Resources Corp. to 'CCC+' from 'SD'.
"We raised the corporate credit rating on CRC to reflect our
reassessment of its credit profile following the tender for its
senior unsecured notes," said S&P Global Ratings credit analyst
Paul Harvey. "The rating reflects our expectation that debt
leverage will remain at what we consider unsustainable levels over
the next 24 months despite the net-debt reduction of about $625
million from the tender," he added.
CANNASYS INC: Cancels License Pacts with NCG and Loyl.Me
--------------------------------------------------------
CannaSys, Inc., and National Concessions Group, Inc. entered into
an Agreement of Termination, Compromise, Settlement, and Mutual
Release of Claims to terminate the Technology Services Agreement,
the End User License Agreement, the Statement of Work, and the
Consulting Agreement all dated Dec. 20, 2015.
On Oct. 3, 2016, CannaSys, Inc. and Loyl.Me, LLC, entered into an
Agreement of Termination to terminate the License Agreement, as
amended, dated Feb. 9, 2015, and the Services Agreement dated Feb.
12, 2015, effective as if Sept. 30, 2016.
About Cannasys
Cannasys, Inc. provides technology services in the ancillary space
of the cannabis industry. The Company is a technology company and
does not produce, sell, or handle in any manner cannabis products.
As of June 30, 2016, Cannasys had $1.34 million in total assets,
$958,480 in total liabilities and $385,810 in total stockholders'
equity.
The Company reported a net loss of $3.85 million in 2015 following
a net loss of $1.72 million in 2014.
HJ & Associates, LLC, in Salt Lake City, UT, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations and its total liabilities exceed
its total assets. This raises substantial doubt about the
Company's ability to continue as a going concern.
CCH JOHN EAGAN: Disclosures OK'd; Plan Hearing Set For Nov. 28
--------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has amended his order approving CCH
John Eagan II Homes, L.P.'s disclosure statement describing the
Debtor's plan of reorganization.
A hearing is scheduled for Nov. 28, 2016, at 9:30 a.m., to consider
the confirmation of the Debtor's Plan and fee applications.
Objections to the confirmation must be filed by Nov. 23, 2016,
which is also the deadline for the Debtor to file the report of
plan proponent and confirmation affidavit.
Oct. 28, 2016, is the deadline for serving the Oct. 5, 2016, court
order, Disclosure Statement, Plan and ballot.
Objections to claims must be filed by Nov. 14, 2016.
The deadline for filing ballots accepting or rejecting the Plan is
Nov. 21, 2016.
As reported by the Troubled Company Reporter on Sept. 12, 2016, the
Court conducted a hearing on Aug. 31, 2016, to consider approval of
the Debtor's Second Amended Disclosure Statement for the Debtor's
First Amended Plan of Reorganization.
The TCR reported on Sept. 16, 2016, that the Debtor's Second
Amended Disclosure Statement states that starting on Dec. 1, 2021,
the Debtor will pay Class 9 is comprised of Allowed Unsecured
Claims of Insiders (CCH John Eagan II, Inc. and Creative Choice
Homes, Inc.), the monthly sum of $20,000 to Class 9 for 14 months,
with a final payment in the amount of $17,936.80 in month 15, for a
total of $297,936.80, representing 80% of the amount owed to Class
9 claimants.
About CCH John Eagan
Headquartered in Palm Beach Gardens, Florida, CCH John Eagan II
Homes, L.P., owns and operates a 180 unit multifamily apartment
complex in Atlanta, Georgia commonly known as Magnolia Park
Apartments Phase II. It filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-31082) on Dec. 1, 2015, and is
represented by Eric A. Rosen, Esq., at Fowler White Burnett, P.A.
At the time of the filing, the Debtor estimated its assets at
between $1 million and $10 million and liabilities at between $10
million and $50 million.
Judge Erik P. Kimball presides over the case.
The petition was signed by Yashpal Kakkar, managing member, CCH
John Eagan II Partners, LLC, GP.
CCHN GROUP: S&P Retains 'B' CCR on Deal Structure Changes
---------------------------------------------------------
S&P Global Ratings said that its ratings on Scottsdale, Ariz.-based
comprehensive health exam provider CCHN Group Holdings Inc. are not
affected by announced changes to the company's deal structure. The
corporate credit rating remains 'B' with a stable outlook, and the
issue-level rating on the company's senior secured credit facility
is 'B'. The recovery rating on this debt remains '3', indicating
expectations for meaningful (50%-70%) recovery in a default.
However, because the company is issuing $40 million less debt than
S&P previously expected, it now believes that senior secured
lenders would generate modestly better recovery (at the higher end
of the 50%-70% range) in a default scenario.
S&P's ratings on CCHN continue to reflect the company's very narrow
operating focus, with almost all of its revenues derived from
health assessments for Medicare Advantage plans. For this reason,
S&P views regulatory risk from the U.S. Center for Medicare and
Medicaid Studies (CMS) as a key credit risk, as any changes to the
required frequency of health assessments or regulatory changes that
increased costs to Matrix or its customers could have a meaningful
impact on operating results. Notwithstanding slightly lower initial
leverage, S&P continues to expect this financial sponsor-owned
company to focus on business expansion, primarily through investing
in the nascent chronic care segment and with tuck-in acquisitions,
funded largely out of internally generated cash flow. For this
reason, S&P expects leverage to be sustained in the mid- to high-4x
range over time.
RECOVERY ANALYSIS
Key Analytical Factors
-- S&P assigned recovery ratings to CCRH's senior secured
credit facility, consisting of a $10 million revolving
credit facility and $238 million term loan B ($198 million
outstanding).
-- S&P's simulated default scenario contemplates a default in
2019, stemming from contract losses and a significant
decline in pricing, leading to a 40% decline in EBITDA from
current levels.
-- S&P has valued the company on a going-concern basis using a
5x multiple of its projected emergence EBITDA. This is
consistent with S&P's treatment of peers with similar
business positioning and scale.
Simulated default assumptions
-- Simulated year of default: 2019
-- EBITDA at emergence: $27 mil.
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (EV) (after 3% administrative costs):
$129 million
-- Valuation split in % (obligors/nonobligors): 100%/0%
-- Priority claims: $0 million
-- Collateral value available to first-lien creditors:
$144 million
-- Secured first-lien debt: $201 million
-- Recovery expectations: 50%-70% (higher end of the range)
Notes: All debt amounts include six months of prepetition
interest.
RATING LIST
CCHN Group Holdings Inc.
Corporate Credit Rating B/Stable/--
Ratings Unchanged; Recovery Expectation Revised
To From
Community Care Health Network LLC
Senior Secured B B
Recovery Rating 3H 3L
CHGC INC: Wants to Use Cash Collateral of Fifth Third Bank
----------------------------------------------------------
CHGC, Inc. seeks authority from the U.S. Bankruptcy Court for the
Northern District of Ohio to use cash collateral and grant adequate
protection to pre-petition secured parties.
The Debtor tells the Court that Fifth Third Bank made three
separate loans to the Debtor, totaling over $3,200,000. The Debtor
further tells the Court that the loans are secured by the real
estate owned by the Debtor that has an estimated value of
$1,000,000.
The Debtor relates that it needs immediate authority to use cash
collateral to fund its operations, specifically, for the payment of
the operating expenses which include consists of payroll,
utilities, vendors, utilities, insurance and taxes. The Debtor
further relates that it currently has no present alternative
borrowing source from which it can secure additional funding to
operate the business.
The Debtor proposes to offer Fifth Third Bank replacement liens on
post-petition food inventory, and pay to Fifth Third Bank all
revenues from the sale of its inventory from the golf shop as
adequate protection.
A full-text copy of the Debtor's Motion dated September 27, 2016 is
available at https://is.gd/3ATv8C
About CHGC Inc.
CHGC, Inc., based in Valley City, OH, filed a Chapter 11 petition
(Bankr. N.D. Ohio Case No. 16-52298) on September 21, 2016. The
petition was signed by Mark Haddad, president. Jonathan P.
Blakely, Esq. serves as bankruptcy counsel. Judge Alan M. Koschik
presides over the case. The Debtor estimated $1 million to $10
million in both assets and liabilities, at the time of the filing.
No official committee of unsecured creditors has been appointed in
the case.
CHIROPLUS OF LOCUS: Plan Confirmation Hearing on Nov. 8
-------------------------------------------------------
Chiroplus of Locust Lane, Inc., sought and obtained conditional
approval from the U.S. Bankruptcy Court for the Middle District of
Pennsylvania of the disclosure statement explaining its Chapter 11
plan.
November 3 is fixed as the last day for filing written acceptances
or rejections of the plan and the last day for filing objections to
confirmation of the Plan.
November 7 is fixed as the last day for filing the report of
voting.
November 8 is fixed for the hearing on final approval of the
Disclosure Statement and for hearing on confirmation of the Plan.
The Debtor believes and therefore avers that the Combined Plan and
Disclosure Statement provides adequate information and requests
that it be approved. The Debtor is also seeking approval of voting
materials, and Debtor requests approval of the proposed ballot
which will be sent to the creditor, equity holders and other
interested parties.
As reported by the Troubled Company Reporter on Oct. 10, 2016, the
Debtor filed with the Court a Combined Plan and Disclosure
Statement, proposing to pay creditors with cash flow from the
Debtor's operations and future income. The Plan provides for one
class of priority non-tax claims; one class of secured claims; one
class of unsecured claims; and one class of equity security
holders. Unsecured creditors holding allowed claims will receive
distributions, which the proponent of the Plan has valued at
approximately 10 cents on the dollar to be paid in 5 years. The
Plan also provides for the payment of the Allowed Secured Claim of
the United States of America, Internal Revenue Service on or before
5 years after the Effective Date, together with interest at 3.5%
per annum.
About ChiroPlus
ChiroPlus of Locust Lane, Inc., operates a chiropractic clinic
located at 4607 Locust Lane, Harrisburg, Pennsylvania. It sought
bankruptcy protection (Bankr. M.D. Pa. Case No. 14-05693) on Dec.
10, 2014. The Debtor is represented by Henry W. Van Eck, Esq., at
Mette, Evans & Woodside.
CHURCH HILL: Sale of Chevrolet Impala and Equinox for $13K Okayed
-----------------------------------------------------------------
Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized Church Hill Emergency
Medical Services, Inc. to sell 2008 Chevrolet Impala, VIN # 331943
(last 6 digits), for $3,000, and 2012 Chevrolet Equinox, VIN #
2GNFLNEK5C6313733, for $10,000 ("Vehicles"), outside the ordinary
course of business to Eddie's Auto Sales.
The transactions contemplated by the Motion may be consummated
immediately upon the signing or filing of the Order and pursuant to
Fed. R. Bankr. P. 6004(h), the sale of the Vehicles as contemplated
by the Motion will not be stayed pending the expiration of 14 days
from the entry of the. Order.
About Church Hill
Church Hill Emergency Medical Services, Inc., filed a chapter 11
petition (Bankr. E.D. Tenn. Case No. 16-51275) on Aug. 30, 2016.
The petition was signed by Mark Johnson, director. The Debtor is
represented by Mark S. Dessauer, Esq., at Hunter, Smith & Davis.
The case is assigned to Marcia Phillips Parsons. The Debtor
disclosed total assets at $1.46 million and total debt at $840,000
as of Aug. 25, 2016.
CHURCH HILL: Sale of Tenn. Personal Property to Pay FTB Gets OK
---------------------------------------------------------------
Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized Church Hill Emergency
Medical Services, Inc. to sell various items of personal property.
A copy of list of the prospective purchasers of the personal
property, the items they seek to purchase, the location of the
items and the bid amount, attached to the Motion is available for
free at:
http://bankrupt.com/misc/Church_Hill_62_Sales.pdf
All claims of liens and encumbrances including, but not limited to,
the claim of First Tennessee Bank, National Association, other
secured creditors of the Debtor or other creditors whose claim
could act as liens against the personal property attach to the
proceeds of the sale.
The transactions contemplated may be consummated immediately upon
signing or filing of the Order and pursuant to Fed. R. Bankr. P.
6004(h), the sale of the personal property as contemplated will not
be stayed pending the expiration of 14 days from the entry of the
Order.
About Church Hill Emergency Medical Services
Church Hill Emergency Medical Services, Inc., filed a chapter 11
petition (Bankr. E.D. Tenn. Case No. 16-51275) on Aug. 30, 2016.
The petition was signed by Mark Johnson, director. The Debtor is
represented by Mark S. Dessauer, Esq., at Hunter, Smith & Davis.
The case is assigned to Marcia Phillips Parsons. The Debtor
disclosed total assets at $1.46 million and total debt at $840,000
as of Aug. 25, 2016.
CHURCH HILL: Sale of Vehicles to 33 Ambulance for $46K Approved
---------------------------------------------------------------
Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized Church Hill Emergency
Medical Services, Inc., to sell 2008 Chevrolet Suburban, VIN #
2G1WB58K881331943, for $13,000, and a 2014 Chevrolet K-1500
Suburban LT, VIN # 1GNSKJE74ER199174, for $33,000 ("Vehicles"),
outside the ordinary course of business to 33 Ambulance Services,
Inc.
The transactions contemplated by the Motion may be consummated
immediately upon the signing or filing of the Order and pursuant to
Fed. R. Bankr. P. 6004(h), the sale of the Vehicles as contemplated
by the Motion will not be stayed pending the expiration of 14 days
from the entry of the Order.
About Church Hill Emergency Medical
Church Hill Emergency Medical Services, Inc. filed a chapter 11
petition (Bankr. E.D. Tenn. Case No. 16-51275) on Aug. 30, 2016.
The petition was signed by Mark Johnson, director. The Debtor is
represented by Mark S. Dessauer, Esq., at Hunter, Smith & Davis.
The case is assigned to Marcia Phillips Parsons. The Debtor
disclosed total assets at $1.46 million and total debt at $840,000
as of Aug. 25, 2016.
CLARK-CUTLER-MCDERMOTT: Taps Sansiveri as Tax Services Provider
---------------------------------------------------------------
Clark-Cutler-McDermott Co. and CCM Automotive Lafayette LLC seek
approval from the U.S. Bankruptcy Court for the District of
Massachusetts to hire Sansiveri, Kimball & Co., LLP.
The Debtors propose to hire the accounting firm for the limited
purpose of preparing their 2015 and 2016 tax returns. Sansiveri
will be paid a flat fee of $35,000.
David Gobeille, a partner at Sansiveri, disclosed in a court filing
that he and the other employees of the firm are "disinterested" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David A. Gobeille
Sansiveri, Kimball & Co., LLP
55 Dorrance Street
Providence, RI 02903
Phone: 401-331-0500
Fax: 401-331-9040
Email: tellmemore@sansiveri.com
About Clark-Cutler-McDermott Company
Automobile parts manufacturer Clark-Cutler-McDermott Company and
its subsidiary CCM Automotive Lafayette LLC filed chapter 11
petitions (Bankr. D. Mass. Lead Case No. 16-41188) on July 7, 2016.
The petitions were signed by James T. McDermott, CEO. Hon.
Christopher J. Panos presides over the case.
The Debtors are represented by Charles A. Dale, III, Esq., David
Mawhinney, Esq., and Mackenzie Shea, Esq., at K&L Gates LLP.
The Debtors each estimated assets of $10 million to $50 million and
debt of $10 million to $50 million at the time of the chapter 11
filings.
CLEVELAND BIOLABS: DoD Modifies Joint Medical Research Program
--------------------------------------------------------------
Cleveland BioLabs, Inc., announced that the Department of Defense
has modified its Joint Warfighter Medical Research Program (JWMRP)
contract award number W81XWH-15-C-0101 with CBLI valued at up to
$9.2 million which supports further development of entolimod as a
medical radiation countermeasure.
The modification changes the original statement of work of the
contract by eliminating certain tasks no longer deemed critical for
the preparation of a Biologics License Application (BLA) of
entolimod as a radiation countermeasure and establishes new tasks
to address questions raised by the Food and Drug Administration
(FDA) including an aim to conduct a pharmacokinetic/pharmacodynamic
(PK/PD) biocomparability study in a nonhuman primate (NHP) model
(the Biocomparability Study) along with other drug manufacturing
related activities.
The objective of the Biocomparability Study is to compare the
historical drug formulation used in prior pre-clinical and clinical
studies versus the to-be-marketed drug product lots of entolimod
submitted for approval under CBLI's application for pre-Emergency
Use Authorization (pre-EUA). Entolimod is a novel, broad-spectrum
investigational drug being developed to mitigate the
life-threatening consequences of a radiological attack.
Because this contract modification involves replacement of certain
tasks that cost in excess of tasks being eliminated, the aggregate
amount of consideration payable to CBLI by the DoD will be
unaffected.
Yakov Kogan, Ph.D., chief executive officer for Cleveland BioLabs,
stated, "We are pleased that the DoD program management office
remains engaged and flexible to make this critical and value-added
contract modification."
About Cleveland BioLabs
Cleveland BioLabs, Inc. (NASDAQ: CBLI) is a biopharmaceutical
company developing novel approaches to activate the immune system
and address serious unmet medical needs. The Buffalo, New
York-based company's proprietary platform of toll-like immune
receptor activators has applications in radiation mitigation,
oncology immunotherapy and vaccines.
Cleveland reported a net loss of $13.04 million on $2.70 million of
grants and contracts revenues for the year ended Dec. 31, 2015,
compared to net income of $35,366 on $3.70 million of grants and
contracts revenues for the year ended Dec. 31, 2014.
As of June 30, 2016, Cleveland had $17.96 million in total assets,
$4.87 million in total liabilities and $13.09 million in total
stockholders' equity.
CONDUENT INC: Fitch to Assign 'BB' LT Issuer Rating Over Xerox Deal
-------------------------------------------------------------------
Fitch Ratings expects to assign the following ratings to Conduent
Incorporated following its separation from Xerox Corporation:
-- Long-Term Issuer Default Rating (IDR) 'BB';
-- Senior unsecured debt 'BB/RR4';
-- Senior secured term loans 'BB+/RR1';
-- Senior secured revolving credit facility 'BB+/RR1'.
The expected Rating Outlook is Stable. Fitch's actions are expected
to affect up to $3.1 billion of total debt, including an up to $750
million senior secured revolving credit facility.
In connection with the separation, Conduent will raise
approximately $2.4 billion of new borrowings and transfer
approximately $2 billion of net proceeds to Xerox, with the $400
million of remaining net proceeds being added to the balance sheet.
Conduent will issue a mixture of senior secured term loans and
senior unsecured notes, as well as enter into an up to $750 million
senior secured revolving credit facility to support liquidity.
Fitch's expected ratings follow Conduent's disclosure on its
expected capital structure, liquidity and cash transfer to Xerox
prior to separation. Xerox will separate Conduent, which will be
comprised of the Business Process Outsourcing (BPO) businesses
within Xerox's Services segment (excluding the Document Outsourcing
business that will remain at Xerox) through a spin-off transaction
intended to be tax-free for Xerox shareholders for federal income
tax purposes. The separation unwinds legacy Xerox's 2010
acquisition of Affiliated Computer Services Inc. (ACS) for $6
billion and is expected to be completed at the end of calendar
2016.
KEY RATING DRIVERS
Stabilizing Top Line: Fitch expects stabilizing operating
performance in the near term with modest transitory headwinds
pressuring revenue growth and profit margin expansion on track.
Conduent's focus on turning around unprofitable contracts,
customary price declines and lower volumes, particularly in
commercial industries should constrain near-term revenue growth.
However, Fitch expects the top line will stabilize in 2018 and
should grow in-line (low single digits) with the market through the
intermediate term.
Size and Diversification: Conduent is a global leader in BPO by
revenue and number of employees with geographically mixed delivery
platforms. Fitch believes Conduent is a market leader in certain
industries and, given its scale, should consolidate share over time
from smaller players without financial flexibility to support
higher investment levels or capabilities to drive innovation. Fitch
also believes Conduent's domain expertise across end markets should
reduce operating volatility. Conduent has strong positions and is a
market leader in transaction processing, customer care and human
resource services, serving public sector, large enterprise and
healthcare.
Recurring Revenue Streams: Fitch expects Conduent to continue
benefitting from 90% recurring revenue from contracts with an
average life of more than three years. Conduent's 86% contract
renewal rates result in greater visibility, although contractual
price step-downs for certain contracts require Conduent to reduce
delivery costs through productivity gains, including automation and
right shoring, to maintain consistent profitability.
Restructuring Led Profitability Growth: Fitch expects Conduent's
strategic transformation initiatives, announced in connection with
the separation transaction in January 2016, will result in stronger
operating performance over the longer-term and begin driving profit
margin expansion beginning in 2017. Fitch believes Conduent plans
on achieving significant cost savings with a portion reinvested and
remainder dropping to the bottom line. A portion of savings also
should support standalone costs (dis-synergies).
Reasonably Conservative Financial Policies: Fitch expects financial
policies will remain reasonably conservative for the rating through
the intermediate-term. Fitch estimates total leverage (total debt
to operating EBITDA) at separation will be approximately 3.8x,
which assumes $2.4 billion of new debt and Fitch's estimate of
roughly $625 million of pro forma operating EBITDA. Credit metrics
should strengthen through the intermediate-term from a combination
of voluntary debt reduction and restructuring driven profitability
growth and Fitch expects Conduent to maintain total leverage below
3.0x over the longer-term. Fitch believes Conduent will prioritize
organic investments and acquisitions rather than shareholder
returns, given the company's focus on organic growth.
Modest FCF: Fitch expects annual FCF will remain modest, given
investment intensity required to support growth. Fitch anticipates
profit margin expansion will drive higher FCF over time, eventually
exceeding Conduent's roughly $300 million of FCF in 2015. Fitch
expects the company will use modest FCF to support organic
investments and acquisitions, which could potentially be debt
financed given a significant majority of Conduent's cash is located
inside the U.S. and acquisitions may include offshore deals.
KEY ASSUMPTIONS
Fitch's key assumptions within our rating case for the issuer
include:
-- Low-single digit negative constant currency organic revenue
growth in 2016 and 2017, driven by Conduent's decision to
exit unprofitable contracts, particularly Health Enterprise
platforms for Montana and California, lower volume in
commercial industries and customary price declines;
-- Low single digit constant currency organic revenue growth
through the intermediate-term from leveraging platforms
across industries and tuck-in acquisitions;
-- Increased investments to support next-generation software
and automation technologies;
-- Expectations for operating EBITDA margin expansion to
double-digits and then low-teens through the forecast period
from the realization of cost savings from strategic
transformation initiatives and resumption of positive
organic revenue growth; and
-- FCF will be used for acquisitions or build available cash,
with no shareholder returns through 2017.
RATING SENSITIVITIES
Positive rating actions could occur if Fitch expects:
-- Sustained positive single-digit constant currency organic
revenue growth; and
-- Strengthening annual FCF ranging from $250 million to $500
million beyond the near-term, driven by resumption of
positive revenue growth and sustainable profit margin
expansion; and
-- Total leverage below 3x from debt reduction and
profitability growth.
Negative rating actions could occur if Fitch expects:
-- Negative constant currency organic revenue growth beyond
2017, likely signalling an inability to penetrate growth
markets and lower renewals for existing contracts;
-- Pressured profitability that offset a meaningful portion of
restructuring benefits resulting in operating EBITDA margins
remaining in high single digits and pressured FCF ranging
from break-even to $250 million; or
-- Debt financed shareholder returns or acquisitions,
indicating a shift in priority use of FCF and resulting in
total leverage sustained above 3.5x.
LIQUIDITY
Fitch expects Conduent's liquidity profile will be adequate and
supported by:
-- $400 million of on balance sheet cash at separation; and
-- An up to $750 million senior secured revolving credit
facility, which will be undrawn at separation.
Fitch's expectation for $250 million to $500 million of annual FCF
also supports liquidity. Fitch expects $2.4 billion of total debt
at separation consisting of a mix of senior unsecured notes and
senior secured term loans, as well as modest existing debt.
CONFIE SEGUROS: Moody's Affirms B3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating and the Caa2
second-lien term loan rating of Confie Seguros Holding II Co.
(Confie) following the announcement that it will refinance its
existing first-lien bank facilities. In the same action, Moody's
assigned a B2 rating to the new first-lien senior secured bank
facilities, which will extend the company's debt maturities and
lower its interest expense. Moody's also expects to withdraw
certain ratings (see list below). The new financing is expected to
close in October. The rating outlook for Confie is stable.
RATINGS RATIONALE
Confie's ratings reflect the company's leading position as a
non-standard auto insurance broker focused on the Hispanic
community, along with its steady revenue growth and healthy EBITDA
margins. These strengths are tempered by the company's high
financial leverage and modest interest coverage, exacerbated by its
active acquisition strategy. Illustrating the challenge of
integrating numerous acquisitions, in late 2015, the company
recorded a $38 million non-cash write-down of goodwill and
intangible assets associated with the acquisition of Personable
Holdings, Inc., suggesting that the profit outlook for this entity
has declined since it was acquired. Moody's expects that Confie
will continue to pursue a combination of organic growth and
acquisitions, the latter giving rise to integration and contingent
risks (e.g., exposure to errors and omissions).
Giving effect to the proposed refinancing, Confie's pro forma
debt-to-EBITDA ratio for the 12 months through June 2016 would have
been in the range of 7-7.5x, with interest coverage in the range of
1.5x-2x, based on Moody's estimates. Such leverage is aggressive
for the firm's rating category, but Moody's expects it to decline
gradually as a result of organic growth and through the recognition
of acquired EBITDA.
Factors that could lead to an upgrade of Confie's ratings include:
(i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage
of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio
exceeding 5%.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below
2%.
Moody's has affirmed the following ratings:
-- Corporate family rating B3;
-- Probability of default rating B3-PD;
-- $261 million second-lien term loan maturing in May 2019 at
Caa2 (LGD5).
-- Moody's has assigned the following ratings (and loss given
default (LGD) assessments):
-- $90 million 5-year senior secured revolving credit facility
($3.1 million used at closing) at B2 (LGD3);
-- $665 million 5.5-year senior secured term loan at B2 (LGD3).
The first-lien facilities will have a springing maturity ahead of
the existing second-lien term loan.
Moody's has withdrawn the following ratings because the debt was
not issued:
-- $105 million 5-year senior secured revolving credit facility
at B1 (LGD3);
-- $590 million 5.5-year senior secured term loan at B1 (LGD3);
-- $350 million 6-year senior unsecured notes at Caa2 (LGD5).
Upon closing of the new financing, Moody's expects to withdraw the
existing B2 ratings on Confie's first-lien credit facilities since
they will be repaid/terminated.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in December 2015.
Confie is the leading US personal lines insurance broker focused on
the Hispanic community, a growing segment of the US population. The
company's primary product offering is non-standard auto insurance,
which provides coverage to drivers who find it difficult to
purchase standard or preferred auto insurance due to driving
record, claims history, vehicle type or limited financial
resources. The company also sells modest amounts of other personal
insurance and small commercial insurance. Confie Seguros Holding
Co. and subsidiaries generated revenues of $501 million for the 12
months through June 2016.
CONNEAUT LAKE PARK: Selling Lot No. 2 to Ubetis for $255K
---------------------------------------------------------
Trustees of Conneaut Lake Park, Inc., asks the U.S. Bankruptcy
Court for the Western District of Pennsylvania to authorize the
sale of Lot No. 2 of the Lakefront Subdivision No. 1 ("Subject
Property") located in Summit Township, Crawford County,
Pennsylvania to Anthony F. Uberti and Jill L. Uberti for $255,000,
subject to higher and better offers.
A hearing on the Motion is set for Nov. 8, 2016 at 10:00 a.m.
Objection deadline is Oct. 28, 2016.
The Debtor is a Pennsylvania non-profit corporation organized in
1997 and having the corporate purpose, among other things, to
preserve and maintain Conneaut Lake Park, a vintage amusement park
("Park"), for historical, cultural, social and recreational, and
civic purposes for the benefit of the community and the general
public. The Debtor presently holds in trust for the use of the
general public 208 acres of land and the improvements thereon
("Real Property") located in Crawford County, Pennsylvania. Certain
parcels of the Real Property are unnecessary for the operation of
the Park or for the Debtor to realize the charitable purposes for
which the Real Property was put into trust ("Noncore Parcels").
On Sept. 6, 2016 the Court entered a final order approving the
Disclosure Statement and confirming the Debtor's Joint Amended Plan
of Reorganization ("Plan") dated July 28, 2016 finding that the
Plan is in the best interests of the Debtor's estate, its
creditors, and all other parties in interest and that it complies
with all applicable provisions of the Bankruptcy Code, Section
1129(a) and (b) with respect to all classes of claims and interests
under the Plan, and as required by Bankruptcy Rule 3016(a)
("Confirmation Order").
Consistent with the Plan, the Debtor subdivided the lots comprising
the Flynn Property into five lakefront lots and a large backlot
("Lakefront Subdivision No. 1"). The Debtor makes reference to its
Schedule D, as amended, at Document No. 93 for the names,
addresses, and account numbers, and amounts outstanding as of the
Petition Date for each of the respondents holding a lien, claim, or
encumbrance against the Subject Property.
The estimated value of the Subject Property according to the
Debtor's Real Estate Agent is $255,000 with a summary appraisal of
the Subject Property completed in September 2015 that supports the
estimate.
The Subject Property is a lot within a subdivision that constitutes
a small portion of the Debtor's Real Property listed in its
Schedule A. It is located on Lake Street, Conneaut Lake,
Pennsylvania, comprises a portion of Parcel ID No. 5513-0086, is
approximately 0.33 acres and is more particularly identified as
"Lot 2" on the property subdivision ("Flynn Property
Subdivision").
As evidenced by the Sale Agreement, the purchase price for the
Subject Property is $255,000. An initial payment of $10,000 is
being held in an escrow account by Passport Realty, LLC, the
licensed Real Estate Broker for the Debtor. The Debtor was
authorized to retain Passport Realty, LLC on July 31, 2015.
The closing on the sale of the Subject Property is conditioned
upon, among other things: (a) receipt of final confirmation from
Summit Township that the Subject Property has been subdivided into
single-family lots with appropriate zoning; (b) confirmation that
the Subject Property can be hooked into the municipal water supply
with sufficient water pressure at the expense of the Debtor; (c)
confirmation that the Subject Property can be hooked into the
municipal sewer system with capacity sufficient to service a single
family home at the Debtors expense; (d) receipt of a final Order of
Court authorizing a sale of the premises to Purchasers; and (e) a
HUD-Statement in form reasonably acceptable to the Purchaser and
the Debtor.
The Sale Agreement was executed on Sept. 29, 2016 utilizing the
Lakefront Subdivision No. 1 plan that was approved by the Summit
Township Supervisors on April 5, 2016.
Under the terms of the Brokerage Agreement entered into by the
Debtor and Passport Realty, Passport Realty is entitled to a
commission equal to 6% to 7% of the sales price, depending on
whether a co-broker is involved.
The disbursements, costs, and expenses of sale are projected at the
time of the closing on the sale of the Subject Property are: (a)
the real estate commission in the amount of $1,785; and (b) other
expenses of sale in the amount of $30,000.
Other expenses of sale include $30,000 for certain professional
fees and costs incurred by the Debtor during this Chapter 11 case
that may be surcharged against the Subject Property. The surcharge
is consistent with the terms of the Plan. The professional fees
and costs represent a fraction of the total amount due and owing to
the estate's professionals, with the balance of the administrative
obligations to be paid from future sales of Noncore Parcels and the
Debtor's operations. The $30,000 other expenses of sale is
allocated among the retained professionals as follows: (a) $5,000
to Shafer Law Firm for title work, subdivisions, and zoning; and
(b) $25,000 to Stonecipher Law Firm for professional services
rendered to the estate.
In addition to the secured claims listed on the Debtor's Amended
Schedule D, the Subject Property is subject to the charitable use
restriction placed upon all of the Debtor's Real Property through
the deeds conveying the Real Property to the Debtor. The initial
deed is dated Aug. 31, 1997, from the Property on the Lake, Inc. to
the Debtor. On Sept. 15, 1997, the Debtor executed a deed
conveying the Real Property back to itself in trust for the use of
the general public forever. This deed was recorded in the Record
Book 357, page 768.
The Debtor requests relief from Bankruptcy Rule 6004(h) such that
the Sale Order, when entered, is effective immediately and not
stayed for the 14-day period provided in Fed.R.Bankr.P. Rule
6004(h).
A copy of the Schedule D and the Sale Agreement attached to the
Motion is available for free at:
http://bankrupt.com/misc/Trustees_Of_Conneaut_455_Sales.pdf
The Purchasers can be reached at:
Jill L. Uberti
Anthony F. Uberti
2757 Stoney Creek Court
Hermitage, PA 16148
About Conneaut Lake Park
Conneaut Lake Park is a summer amusement resort, located in
Conneaut Lake, Pennsylvania.
Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie,
Pennsylvania, on Dec. 4, 2014. The case is assigned to Judge
Thomas P. Agresti.
The Debtor estimated assets and debt of $1 million to $10 million.
Trustees of Conneaut Lake Park filed for bankruptcy protection less
than 20 hours before the Crawford County amusement park was
scheduled to go to sheriff's sale for almost $930,000 in back taxes
and related fees.
The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm,
in Pittsburgh, as counsel.
CONNECT TRANSPORT: Taps Koehler to Provide Accounting Services
--------------------------------------------------------------
Connect Transport, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Koehler &
Associates, Inc.
The firm will provide these accounting and finance services to
Connect Transport and its affiliates:
(a) preparation of the initial reports to be filed with the
Office of the U.S. Trustee;
(b) preparation of schedules and statements of financial
affairs;
(c) preparation of the list of 20 largest creditors;
(d) preparation of the monthly operating reports; and
(e) provide accounting or other assistance as the need may
arise from time to time.
J. Bill Koehler will be paid an hourly rate of $250 for his
services. If any Koehler associates are utilized, they will be
billed at rates ranging from $75 to $150 per hour.
In a court filing, Mr. Koehler disclosed that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
J. Bill Koehler
Koehler & Associates, Inc.
6202 S. Lewis, Suite F
Tulsa, OK 74136
About Connect Transport
Connect Transport, LLC, et al., are privately-owned, integrated
midstream providers of transportation, storage, producer, and
marketing services for crude oil, natural gas liquids, and
condensates.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Lead Case No. 16-33971) on October 4, 2016.
The Debtors estimated assets of $500,000 to $1 million and
liabilities of $50 million to $100 million.
Dykema Cox Smith serves as the Debtors' counsel and Conners &
Winters LLP as special counsel. Houlihan Lokey Capital, Inc. has
been tapped as financial advisor. Kurtzman Carson Consultants LLC
serves as claims and noticing agent.
COSI INC: U.S. Trustee Appoints 3 Entities to Creditors Committee
-----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Cosi case appointed an official committee of unsecured creditors.
The following members will serve on the committee: Robert J.
Dourney, Honor S. Heath of NStar Electric Company and Paul Filtzer
of SRI EIGHT 399 Boylston.
About Cosi, Inc.
Cosi -- http://www.getcosi.com/-- is an international fast casual
restaurant company. There are currently 45 Company-owned and 31
franchise restaurants operating in fourteen states, the District
of
Columbia, Costa Rica and the United Arab Emirates.
Cosi, Inc. and its affiliated Debtors filed chapter 11 petitions
(Bankr. D. Mass. Case No. 16-13704-MSH) on Sept. 28, 2016. The
Debtors are represented by Joseph H. Baldiga, Esq. and Paul W.
Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP. The
Hon.
Melvin S. Hoffman presides over the case. The Debtor taps The
O'Connor Group, Inc., as financial consultant.
In its petition, the Debtor estimated $31.24 million in assets and
$19.83 million in liabilities. The petition was signed by Patrick
Bennett, interim chief executive officer.
CUI GLOBAL: Joseph Mills Quits as Director
------------------------------------------
Effective Oct. 6, 2016, Joseph A. Mills resigned from the CUI
Global, Inc.'s board of directors and will not stand for
re-election to the board of directors. Mr. Mills served on the
audit committee since May 5, 2016.
About CUI Global
Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.
CUI Global reported a net loss of $5.98 million on $86.7 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $2.80 million on $76.04 million of total revenues for
the year ended Dec. 31, 2014.
As of June 30, 2016, CUI Global had $85.3 million in total assets,
$31.7 million in total liabilities, and $53.6 million in total
stockholders' equity.
CYTOSORBENTS CORP: No Safety Concerns Found in CytoSorb Device
--------------------------------------------------------------
CytoSorbents Corporation announced positive top-line safety data
from its recently completed randomized, controlled REFRESH I
cardiac surgery feasibility and safety trial. Following a detailed
review of all reported adverse events in a total of 46 enrolled
patients, the independent Data Safety Monitoring Board (DSMB) found
no safety concerns related to the CytoSorb device, achieving the
primary safety endpoint of the trial and fulfilling a key requisite
to move forward with a larger, definitive pivotal study. In
addition, the therapy was well-tolerated and technically feasible,
implementing easily into the cardiopulmonary bypass circuit without
the need for an additional external blood pump. This study
represents the first randomized controlled trial demonstrating the
safety of intra-operative CytoSorb use in patients undergoing high
risk cardiac operations.
The REFRESH (REduction in FREe Hemoglobin) I trial was a
randomized, controlled trial in eight major U.S. cardiac surgery
centers evaluating the safety and feasibility of CytoSorb usage
intra-operatively during elective, non-emergent complex cardiac
surgery in patients aged 18-80 years of age, where cardiopulmonary
bypass was expected to exceed 3 hours. CytoSorb cartridges were
either installed (treatment) or not installed (control) in a bypass
circuit in the heart-lung machine during surgery, recirculating
blood post-pump and returning it to the blood reservoir starting 1
hour after beginning cardiopulmonary bypass (CPB) and continuing to
the end of CPB. Inflammatory biomarkers and clinical parameters
were taken hourly during the surgery and then daily for the
duration of the ICU stay. The study enrolled a total of 46
patients, to achieve evaluable inflammatory biomarker and clinical
data on approximately 40 patients. The primary safety and efficacy
endpoints of the study were the assessment of serious device
related adverse events and the change in plasma free hemoglobin
levels, respectively.
Dr. Robert Bartlett, chief medical officer of CytoSorbents stated,
"We are pleased to have successfully completed the REFRESH 1 trial,
showing that intra-operative use of CytoSorb in cardiopulmonary
bypass is safe, based upon a review and adjudication of all
reported adverse events by the DSMB. These data support the strong
safety profile of CytoSorb already established in more than 2,500
open heart surgeries in Europe to date."
Dr. Bartlett continued, "In addition, the data on plasma free
hemoglobin are promising and are pending review by the cardiac
surgery advisory board and trial investigators. Once the analysis
of these data and all relevant data from the trial is finalized, we
plan to discuss our results with the FDA in anticipation of filing
an investigational device exemption (IDE) application to initiate a
pivotal REFRESH 2 trial early next year. We also plan to submit
these data for formal scientific presentation and future
publication."
There are more than 1.5 million open heart surgical operations
performed worldwide each year, with approximately five hundred
thousand in the United States alone. Approximately 20-25% of all
cardiac operations requiring cardiopulmonary bypass are considered
complex, which includes extensive procedures such as aortic
reconstruction, multiple valve replacement, coronary artery bypass
graft (CABG) re-do operations, left ventricular assist device
(LVAD) implantation, heart transplantation, lung transplantation,
and congenital defect repair. Complex cardiac surgery generates
high levels of plasma free hemoglobin, cytokines, and other
inflammatory mediators that can trigger severe post-operative
inflammation and complications such as organ dysfunction and organ
failure in more than a third of patients. In Europe, CytoSorb® is
being frequently used both during and after cardiac operations to
help prevent or treat these dangerous sequelae.
About CytoSorbents
CytoSorbents Corporation is a leader in critical care
immunotherapy, specializing in blood purification. Its flagship
product, CytoSorb is approved in the European Union with
distribution in 39 countries around the world, as a safe and
effective extracorporeal cytokine adsorber, designed to reduce the
"cytokine storm" or "cytokine release syndrome" that could
otherwise cause massive inflammation, organ failure and death in
common critical illnesses such as sepsis, burn injury, trauma, lung
injury and pancreatitis, as well as in cancer immunotherapy. These
are conditions where the risk of death is extremely high, yet no
effective treatments exist. CytoSorb is also being used during and
after cardiac surgery to remove inflammatory mediators, such as
cytokines and free hemoglobin, which can lead to post-operative
complications, including multiple organ failure. CytoSorb has been
used safely in more than 14,000 human treatments to date.
As of June 30, 2016, CytoSorbents had $12.7 million in total
assets, $8.81 million in total liabilities and $3.89 million in
total stockholders' equity.
CytoSorbents reported a net loss available to common shareholders
of $8.13 million in 2015 following a net loss available to common
shareholders of $18.58 million in 2014.
DEGRAW REALTY: Hires Genova & Malin as Attorney
-----------------------------------------------
DeGraw Realty Co., Inc., d/b/a Lock and Leave North, seeks
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Genova & Malin as attorneys to the Debtor.
DeGraw Realty requires Genova & Malin to:
a. give the Debtor legal advice with respect to its powers and
duties in its financial situation and management of the
property of the Debtor;
b. take necessary action to void liens against the Debtor's
property;
c. prepare, on behalf of the Debtor, necessary petitions,
schedules, orders, pleadings and other legal papers; and
d. perform all other legal services for your applicant as
debtor which may be necessary herein.
Thomas Genova, member of Genova & Malin, 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 Debtor and its estates.
Genova & Malin can be reached at:
Thomas Genova, Esq.
Andrea B. Malin, Esq.
GENOVA & MALIN
1136 Route 9
Wappingers Falls, NY 12590
Tel: (845) 298-1600
DeGraw Realty Co., Inc. filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 16-36665) on Sept. 28, 2016. The Hon.
Cecelia G Morris presides over the case.
A 341(a) Meeting of Creditors is set for Oct. 26, at 11:00 a.m. at
Office of UST at 355 Main Street, Poughkeepsie. A Case Conference
is set for Oct. 27.
DERMOT KIRWAN: Unsecured Creditors Slated to Recover 13%
--------------------------------------------------------
Debtor Dermot Kirwan and third party Eastern Insulation, Inc., have
proposed a Chapter 11 plan that offers to pay holders of unsecured
claims against Kirwan a recovery of 13 cents on the dollar.
According to the Third Amended Disclosure Statement, general
unsecured creditors owed $1,230,229 will recover 13%. Payouts will
be funded by the Debtor's income and contribution by Eastern
Insulation.
Holders of administrative claims, professional fee claims,
administrative tax claims, priority tax claims, and secured claims
are expected to have a 100% recovery.
Under the proposed Chapter 11 Plan of Reorganization, it is
anticipated that the first payment to creditors could be made
within 60 days of the Confirmation Date, which could be as early as
January 2017.
The Debtor said that in a Chapter 7 liquidation, the amount
available for distribution to unsecured creditors would be less
than proposed by this Plan as all administrative, secured and
priority claims would be paid first. The total amount available
for unsecured creditors in a Chapter 7 liquidation is $19,009.
A copy of the Third Amended Disclosure Statement is available for
free at:
http://bankrupt.com/misc/mab15-14012_179_3rd_DS_Kirwan.pdf
The Debtor's attorney:
John M. McAuliffe, Esq.
MCAULIFFE & ASSOC., P.C.
430 Lexington Street
Newton, MA 02466
Tel: (617) 558-6889
E-mail: john@jm-law.net
Eastern Insulation's attorneys:
D. Ethan Jeffery, Esq.
MURPHY & KING, P.C.
1 Beacon Street
Boston, MA 02108
Tel: (617) 423-0400
E-mail: ejeffery@murphyking.com
About Dermot T. Kirwan
Dermot T Kirwan is a native of Galway, Ireland, having come to the
United States in 1992. Mr. Kirwan established legal residency in
the United States and subsequently became a naturalized U.S.
citizen.
In 2001, the Debtor formed the painting company, Galway Bay Décor,
Inc. ("GB Decor"), which later ceased operations and on Oct. 5,
2015 filed for chapter 7 protection. In October 2014, Debtor
formed Galway Bay Painting, Inc., which business operates primarily
as a brokerage company for painting services.
Dermot T Kirwan filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 15-14012) on Oct. 19, 2015. With his mortgage lender
foreclosing on his home and with five different judgment creditors
each seeking their own attachments, levies, and garnishments to the
detriment of each of the others, the Debtor decided to file the
within bankruptcy proceeding in order to establish a plan to pay
all of his creditors their equal share in the proper order of
priority.
The Debtor has continued to operate his business GB Painting and
had invested funds in Eastern Insulation, a separate and distinct
business from which the Debtor receives a small monthly salary.
Eastern is a proponent of the Debtor's Plan and will participate in
the settlement of any of the claims held by the Chapter 7 Trustee
of the GB Decor case.
DIVINE RIPE: Recovery for Unsecureds Still To Be Determined
-----------------------------------------------------------
Divine Ripe, L.L.C., on Sept. 27, 2016, filed a Second Amended
Disclosure Statement for its Chapter 11 Plan.
The Debtor's Plan provides for full 100% payment of all claims that
are entitled to priority under the Bankruptcy Code, and still to be
determined payment for unsecured, non-priority claims.
Like the prior versions, the Second Amended Disclosure Statement
still has blanks as to the estimated percentage recovery for
holders of unsecured, non-priority claims totaling $2,580,894.
Under the Plan, secured tax claims totaling $65,408, International
Bank's $2,403,902 secured claim and other secured claims are
unimpaired.
All outstanding interests of Marco Jimenez will be cancelled and
upon such cancellation, no property will be distributed to, or
retained by, Mr. Jimenez.
The Disclosure Statement estimates that the Debtor has total assets
of $3,605,078.
A copy of the Second Amended Disclosure Statement is available for
free at:
http://bankrupt.com/misc/txsb15-70405_173_2nd_DS_Divine_Ripe.pdf
About Divine Ripe
Divine Ripe, L.L.C., is a Texas limited liability company organized
in 2005. Since its organization, it has been led by its founder
Marco Jimenez and supported by a relatively small staff of
administrative, accounting, sales, and maintenance personnel.
The primary business focus of Divine Ripe has always been centered
in the produce business between Mexico and the United States. Prior
to filing its bankruptcy petition, the primary business model of
Divine Ripe was to generate revenues by operating a U.S. based
produce company that (A) received produce from Mexican
intermediaries (not the Mexican growers) and sold them to American
purchasers or (B) invested money in Mexican growing operations and
received produce in return as payment for its investments.
Divine Ripe, L.L.C., filed a Chapter 11 case (Bankr. S.D. Tex. Case
No. 15-70405) on Aug. 5, 2015.
The Debtor's attorney is the Law Office of Antonio Martinez, Jr.,
P.C.
DJWV1 LLC: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
--------------------------------------------------------
The United States Trustee, Judy A. Robbins, moves the United States
Bankruptcy Court for the Southern District of West Virginia to
direct the appointment of a Chapter 11 Trustee for DJWV1, LLC.
Dennis Ray Johnson filed a voluntary Chapter 11 petitions for the
Debtor on May 18, 2016. The only cases in which Schedules and a
Statement of Financial Affairs have been filed are Mr. Johnson’s
individual case and The Silo Golf Course, LLC. Despite the requests
from the U.S. Trustee for schedules and a Statement of Financial
Affairs, no schedules have been filed in the other cases, including
that of the Debtor.
The U.S. Trustee has established cause for the appointment of a
Chapter 11 Trustee. There has been a failure of current management
to file schedules, Statements of Financial Affairs, banking
information, monthly financial reports, and other information
requested by parties in interest. The motion provides that, because
of the failure to file the documents that are required by the Code
and the bankruptcy rules, the administration of the cases has been
thwarted such that creditors may be harmed without further remedy.
The U.S. Trustee finds that any of the Debtor's failures would be
grounds for a dismissal of the cases. Dismissal, however, does not
appear to be in the best interest of the parties. The appointment
of a chapter 11 trustee is in the best interests of creditors. In
the case, a trustee can determine which cases have assets and which
cases should be converted or dismissed. There are, according to the
Bank, potential causes of action that creditors may have against
the management. Therefore the U.S. Trustee moved that an
independent fiduciary is the only remedy for creditors in the
cases.
About DJWV1 LLC
DJWV1, LLC sought protection under Chapter 11 of the Bankruptcy
Code in the Southern District of West Virginia (Huntington) (Case
No. 16-30249) on May 18, 2016.
The petition was signed by Dennis Johnson, president. The case is
assigned to Judge Frank W. Volk.
The Debtor estimated assets of $1 million to $10 million and debts
of $500,000 to $1 million.
Mr. Johnson is a businessman with ownership interests in at least
10 entities. He operates various rental real estate entities and
coal associated operations. Mr. Johnson is a member of each of the
following debtor companies -- Appalachian Mining and Reclamation,
LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and Processing,
LLC, Green Coal, LLC, Joint Venture Development, LLC, Little
Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal, Inc.,
Producer's Land, LLC, Redbud Dock, LLC, Southern Marine Services,
LLC, Southern Marine Terminal, LLC, and The Silo Golf Course, LLC
-- and has filed a motion asking the Bankruptcy Court to jointly
administer the bankruptcy cases. Mr. Johnson is also a guarantor of
the debt for most of the companies.
EAST COAST FOODS: Trustee Taps Danning Gill as Legal Counsel
------------------------------------------------------------
The Chapter 11 trustee of East Coast Foods, Inc. seeks approval
from the U.S. Bankruptcy Court for the Central District of
California to hire legal counsel.
Bradley Sharp, the court-appointed trustee, proposes to hire
Danning, Gill, Diamond & Kollitz LLP to provide legal services,
which include assisting the trustee in the sale of the Debtor's
property and in reviewing its Chapter 11 plan.
The firm's hourly rate ranges from $275 to $695 for its attorneys,
and $195 to $230 for paralegals.
Uzzi Raanan, Esq., the attorney designated to represent the Debtor,
disclosed in a court filing that the firm neither holds nor
represents any interest adverse to the Debtor's estate or its
creditors.
The firm can be reached through:
Uzzi O. Raanan, Esq.
Danning, Gill, Diamond & Kollitz, LLP
1900 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067-4402
Tel: 310-277-0077
Fax: 310-277-5735
About East Coast Foods
East Coast Foods Inc., a California corporation, is the owner and
operator of four Roscoe' Chicken N' Waffles restaurants in Los
Angeles area. East Coast Foods sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13852) on
March 25, 2016. The petition was signed by Herbert Hudson,
president.
The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law,
APC. The case is assigned to Judge Sheri Bluebond.
The Debtor estimated assets of $0 to $50,000 and debts of $10
million to $50 million.
The Office of the U.S. Trustee on April 29 appointed five creditors
of East Coast Foods, Inc., to serve on the official committee of
unsecured creditors.
Bradley D. Sharp was appointed Chapter 11 trustee of the Debtor's
estate on September 28, 2016.
ELITE RESEARCH: Taps Ehrenstein Charbonneau as Legal Counsel
------------------------------------------------------------
Elite Research Institute, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire legal
counsel in connection with its Chapter 11 case.
The Debtor proposes to hire Ehrenstein Charbonneau Calderin to
provide legal services, which include advising the Debtor regarding
its duties and negotiating with its creditors to prepare a
bankruptcy plan.
The hourly rates for attorneys at Ehrenstein range from $185 to
$515 while the hourly rates for paraprofessionals range from $90 to
$195. Jacqueline Calderin, Esq., the attorney designated to
represent the Debtor, will be paid $455 per hour.
In a court filing, Ms. Calderin disclosed that her firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jacqueline Calderin, Esq.
Nicole Grimal Helmstetter, Esq.
Ehrenstein Charbonneau Calderin
501 Brickell Key Drive, Suite 300
Miami, FL 33131
Tel: 305-722-2002
Fax: 305-722-2001
Email: jc@ecclegal.com
Email: ngh@ecclegal.com
About Elite Research Institute
Elite Research Institute, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S. D. Fla. Case No. 16-23683) on
October 5, 2016. The petition was signed by Antolin Benitez,
president.
The case is assigned to Judge Robert A. Mark.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
ELKVIEW RECLAMATION: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
------------------------------------------------------------------
The United States Trustee, Judy A. Robbins, moves the United States
Bankruptcy Court for the Southern District of West Virginia to
direct the appointment of a Chapter 11 Trustee for Elkview
Reclamation and Processing, LLC.
Dennis Ray Johnson filed a voluntary Chapter 11 petitions for the
Debtor on May 18, 2016. The only cases in which Schedules and a
Statement of Financial Affairs have been filed are Mr. Johnson’s
individual case and The Silo Golf Course, LLC. Despite the requests
from the U.S. Trustee for schedules and a Statement of Financial
Affairs, no schedules have been filed in the other cases, including
that of the Debtor.
The U.S. Trustee has established cause for the appointment of a
Chapter 11 Trustee. There has been a failure of current management
to file schedules, Statements of Financial Affairs, banking
information, monthly financial reports, and other information
requested by parties in interest. The motion provides that, because
of the failure to file the documents that are required by the Code
and the bankruptcy rules, the administration of the cases has been
thwarted such that creditors may be harmed without further remedy.
The U.S. Trustee finds that any of the Debtor’s failures would be
grounds for a dismissal of the cases. Dismissal, however, does not
appear to be in the best interest of the parties. The appointment
of a chapter 11 trustee is in the best interests of creditors. In
the case, a trustee can determine which cases have assets and which
cases should be converted or dismissed. There are, according to the
Bank, potential causes of action that creditors may have against
the management. Therefore the U.S. Trustee moved that an
independent fiduciary is the only remedy for creditors in the
cases.
About Elkview Reclamation
Elkview Reclamation & Processing LLC sought protection under
Chapter 11 of the Bankruptcy Code in the Southern District of West
Virginia (Huntington) (Case No. 16-30250) on May 18, 2016.
The petition was signed by Dennis Johnson, president. The case is
assigned to Judge Frank W. Volk.
The Debtor estimated assets of $1 million to $10 million and debts
of $0 to $50,000.
Mr. Johnson is a businessman with ownership interests in at least
10 entities. He operates various rental real estate entities and
coal associated operations. Mr. Johnson is a member of each of the
following debtor companies -- Appalachian Mining and Reclamation,
LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and Processing,
LLC, Green Coal, LLC, Joint Venture Development, LLC, Little
Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal, Inc.,
Producer's Land, LLC, Redbud Dock, LLC, Southern Marine Services,
LLC, Southern Marine Terminal, LLC, and The Silo Golf Course, LLC
-- and has filed a motion asking the Bankruptcy Court to jointly
administer the bankruptcy cases. Mr. Johnson is also a guarantor of
the debt for most of the companies.
ENERGY FUTURE: T-Side Debtors Emerge from Chapter 11
----------------------------------------------------
Energy Future Holdings Corp. disclosed in a regulatory filing early
this month that the Chapter 11 bankruptcy-exit plan with respect to
the so-called T-Side Debtors became effective on Oct. 3, 2016, and
the T-Side Debtors consummated their reorganization under the
Bankruptcy Code and emerged from the Chapter 11 cases.
EFH and Energy Future Intermediate Holding Company LLC, which own
an indirect 80% equity interest in Oncor, remain in Chapter 11 and
are proceeding toward Chapter 11 emergence on a separate,
standalone schedule.
On the Effective Date and pursuant to the Plan, the T-Side Debtors
executed the following transactions as part of a tax-free spin-off
from EFH Corp:
-- pursuant to the Plan and the Separation Agreement (the
"Separation Agreement"), (a) TCEH contributed all of its interests
in its subsidiaries, (b) each of TCEH, EFH Corp. and EFCH
contributed certain assets and liabilities related to the TCEH
Debtors' operations, and (c) EFH Corp. transferred sponsorship of
certain employee benefit plans (including related assets), programs
and policies, to TEX Energy LLC, a recently formed limited
liability company ("TEX Energy LLC"), and assigned certain
employment agreements to OpCo, which agreements were terminated
(such transactions collectively, the "Contribution"), in exchange
for which TCEH received 100% of the TEX Energy LLC membership
interests;
-- immediately following the completion of the Contribution,
TEX Energy LLC contributed certain of the TCEH Assets to TEX
Intermediate Company LLC ("IntermediateCo"), a wholly owned direct
subsidiary of TEX Energy LLC, which in turn contributed certain of
the TCEH Assets to TEX Operations Company, LLC ("OpCo"), a wholly
owned direct subsidiary of IntermediateCo, which in turn
contributed certain of the TCEH Assets to TEX Asset Company LLC
("AssetCo"), a wholly owned direct subsidiary of OpCo (the "AssetCo
Contribution");
-- immediately following the AssetCo Contribution, TEX
Preferred LLC ("PrefCo"), a wholly owned direct subsidiary of
AssetCo, converted from a Delaware limited liability company into a
Delaware corporation (the "PrefCo Conversion");
-- immediately following the PrefCo Conversion, AssetCo
contributed certain of the TCEH Assets to PrefCo (the "PrefCo
Contribution") in exchange for all of PrefCo's authorized (i)
preferred stock, consisting of 70,000 shares, par value $0.01 per
share (the "PrefCo Preferred Stock"), and (ii) common stock,
consisting of 10,000,000 shares, par value $0.01 per share, and
immediately thereafter, and pursuant to the Preferred Stock
Purchase Agreement, dated as of September 26, 2016 (the "PrefCo
Preferred Stock Purchase Agreement"), by and among AssetCo and the
investors listed therein (the "Purchasers"), AssetCo sold all of
the PrefCo Preferred Stock to the Purchasers in exchange for cash
and distributed the cash proceeds from such sale to TCEH to fund
recoveries under the Plan (the "PrefCo Preferred Stock Sale");
-- immediately following the PrefCo Preferred Stock Sale, TEX
Energy LLC converted (the "Conversion") from a Delaware limited
liability company into a Delaware corporation and changed its name
to TCEH Corp. (as converted, "TCEH Corp."); and
-- immediately following the Conversion, TCEH (i) distributed
(A) (1) 427,500,000 shares of TCEH Corp. Common Stock, and (2)
approximately $370,000,000 of cash, which includes the net cash
proceeds from the PrefCo Preferred Stock Sale, in each case to the
former first lien creditors of TCEH in exchange for the
cancellation of their allowed claims against TCEH, and (B) the
right to receive recoveries under the unsecured claim of TCEH
against EFH Corp. allowed in the amount of $700 million (the "TCEH
Settlement Claim"), provided, that following the Effective Date,
TCEH Corp. will nominally hold the right to receive recoveries
under the TCEH Settlement Claim but the former first lien creditors
of TCEH (and their assigns) will hold all legal and equitable
entitlement to receive recoveries under the TCEH Settlement Claim,
and (ii) deposited the TRA Rights into an escrow account for
subsequent distribution to eligible first lien creditors of TCEH
(the foregoing transactions collectively, the "Distribution," and
collectively with the Contribution, the Conversion and the PrefCo
Preferred Stock Sale, the "Spin-Off").
On August 29, 2016, the Bankruptcy Court entered an order
confirming the Debtors' Third Amended Joint Plan of Reorganization
Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan") solely
as it pertains to EFCH, TCEH and the subsidiaries of TCEH that are
Debtors (the "TCEH Debtors") and the EFH Shared Services Debtors
(as defined in the Plan) (the TCEH Debtors together with the EFH
Shared Services Debtors, the "T-Side Debtors").
The Plan provides that the confirmation and effective date of the
plan of reorganization with respect to the T-Side Debtors is to
occur separate from, and independent of, the confirmation and
effective date of the plan of reorganization with respect to EFH
Corp., EFIH and their subsidiaries that are Debtors, excluding the
T-Side Debtors (the "EFH Debtors"). The EFH Debtors will emerge
from the Chapter 11 Cases if, and when, a plan of reorganization
with respect to the EFH Debtors receives the requisite approval
from holders of claims against, or interests in, the EFH Debtors,
the Bankruptcy Court enters an order confirming such plan of
reorganization, and the conditions to the effectiveness of such
plan of reorganization, as stated therein, are satisfied.
New Management
TCEH Corp. appointed a new board of directors consisting of Gavin
Baiera, Jennifer Box, Jeff Hunter, Michael Liebelson, Cyrus Madon,
Curt Morgan and Geoffrey Strong. Curt Morgan will assume
responsibilities as chief executive officer of TCEH Corp.,
effective immediately. During his 35-year career, Mr. Morgan has
held leadership responsibilities in nearly every major U.S. power
market. Most recently, he had been serving as a consultant for
Former TCEH's first-lien creditors. Prior to that, he was an
operating partner at Energy Capital Partners, a private equity firm
focused on investing in North America's energy infrastructure.
Earlier in his career, Mr. Morgan served as the president and CEO
of both EquiPower Resources Corp. and FirstLight Power Resources,
Inc. He recently served as a director of Summit Midstream Partners
and has held leadership positions at NRG Energy, Mirant
Corporation, Reliant Energy and BP Amoco.
"TCEH Corp. emerges from the restructuring process with a superb
integrated business. TXU Energy and Luminant are competitive,
well-resourced and positioned for continued operational excellence
and opportunistic growth in the growing Texas market and
potentially beyond," said Mr. Morgan. "This outcome would not have
been possible without the support of key stakeholders, including
the company's valued people, customers and business partners. So
while industry conditions remain challenging -- and we must
continue to adapt accordingly -- the long-term potential of our
integrated, industry-leading retail business and a cost-effective
generation company is extremely powerful."
A Newly Capitalized, Stronger Company
TCEH Corp. consists of Texas' largest electric power generator,
Luminant, and TXU Energy, a competitive retail electricity
provider, with almost 17,000 megawatts of generation and 1.7
million retail customers, respectively. TCEH Corp. now believes
this robust operating platform is now complemented by a strong
balance sheet and liquidity position, as the company has eliminated
more than $[33] billion of debt and other obligations through the
Chapter 11 restructuring process. TCEH Corp. further benefits from
very low leverage relative to its peer group at 2.3 times of gross
secured debt-to-EBITDA and 1.5 times on a net basis (secured debt
less cash on hand), based on the projected 2016E EBITDA as
disclosed to the bankruptcy court in connection with the bankruptcy
proceedings.
At emergence, the company's available liquidity position is
estimated to be approximately $1.5 billion, including an undrawn
$750 million net borrowings available under the new $4.25 billion
exit financing facility.
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).
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.
On Aug. 27, 2016, Judge Sontchi confirmed the Chapter 11 exit
plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
EQUITY HOLDINGS: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Equity Holdings Group, Inc
1315 Monroe Street
Strasburg, CO 80136
Case No.: 16-20096
Chapter 11 Petition Date: October 12, 2016
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Thomas B. McNamara
Debtor's Counsel: Stephen E. Berken, Esq.
BERKEN CLOYES, P.C.
1159 Delaware St
Denver, CO 80204
Tel: 303-623-4357
Fax: 720-554-7853
E-mail: admin@berkenlegal.com
stephenberkenlaw@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Donald A. Hulse, chief executive
officer.
A copy of the Debtor's list of 17 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob16-20096.pdf
FANOUS JEWELERS: Taps Eric A. Liepins as Legal Counsel
------------------------------------------------------
Fanous Jewelers, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire Eric A. Liepins, P.C. as
its legal counsel.
Eric Liepins, Esq., the attorney designated to represent the Debtor
in its Chapter 11 case, will be paid $275 per hour for his
services. Meanwhile, the hourly rate of the firm's paralegals and
legal assistants ranges from $30 to $50.
In a court filing, Mr. Liepins disclosed that his firm does not
represent any interests adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
Eric A. Liepins, Esq.
Eric A. Liepins, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Phone: (972) 991-5591
Fax: (972) 991-5788
About Fanous Jewelers
Fanous Jewelers, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Texas Case No. 16-33806) on September
29, 2016.
FIA 164 HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: FIA 164 Holdings LLC
495 Columbus Avenue, Suite 700
New York, NY 10024
Case No.: 16-12865
Chapter 11 Petition Date: October 13, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK, P.C.
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6300
Fax: (212) 956-2164
E-mail: amg@robinsonbrog.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Mark J. Schwartz, managing member.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
FILIP TECHNOLOGIES: Seeks to Hire KCC as Claims Agent
-----------------------------------------------------
Filip Technologies Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Kurtzman Carson
Consultants LLC as its claims and noticing agent.
The services to be provided by the firm include overseeing the
distribution of notices, and the processing and docketing of proofs
of claim filed in the Chapter 11 cases of Filip and its
affiliates.
Aside from its hourly fees, Kurtzman will receive payment for
work-related expenses and charges as a result of any error or
omission made by the Debtors.
Evan Gershbein, senior vice-president of Kurtzman, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Evan Gershbein
Kurtzman Carson Consultants LLC
2335 Alaska Ave.
El Segundo, CA 90245
Attn: Drake D. Foster
Tel: (310) 823-9000
Fax: (310) 823-9133
Email: dfoster@kccllc.com
About Filip Technologies
Filip Technologies, Inc., a start-up company which was formed in
2013, currently employs eight individuals and operates in the
United States and Spain.
Each of the Debtors filed a voluntary petition under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Delaware on Oct. 5, 2016. The cases have been assigned to Judge
Kevin Gross.
The Debtors owe $480,000 to AT&T and $2.6 million to trade vendors,
as disclosed in court papers.
The Debtors have engaged Moore & Van Allen, PLLC as the general
counsel; Bielli & Klauder, LLC as local counsel; Ankura Consulting
Group, LLC as restructuring advisor; and Braekhaus Dege
Advokatfirma DA as special Norway counsel.
FLOYD ELMER MCCLUNG: Unsecureds to Recover 12.5% Under Plan
-----------------------------------------------------------
Floyd Elmer McClung, III, filed a Chapter 11 plan that says
unsecured creditors owed $918,753 will receive a pro-rata share of
a fund totaling $114,861, created by the Debtor's payment of
$1,914.35 per month for a period of 60 months. The class is
impaired and entitled to vote on the Plan.
The Debtor says that unsecured creditors are slated to have a 12.5%
recovery under the Plan. In contrast, in a Chapter 7 liquidation,
unsecured creditors would only recover 9.74%.
Wells Fargo Home Mortgage, which has a claim secured by the
Debtor's property at 25510 Crestfield Circle, Castro Valley, CA,
will retain its interest in the collateral until paid in full.
Wells Fargo's legal, equitable and contractual rights remain
unchanged with respect to the collateral. Wells Fargo is
unimpaired under the Plan.
Aside from secured claims, taxes and other priority claims would be
paid in full.
According to the Debtor, he has total monthly income of $11,433
against total expenses of $7,760, resulting to disposable monthly
income of $2,673. Plan payments total $2,659.
A copy of the Disclosure Statement filed Sept. 27, 2016, is
available for free at:
http://bankrupt.com/misc/canb16-41298_DS_McClung.pdf
The Debtor's attorneys:
Scott J. Sagaria
Joseph Angelo
Scott M. Johnson
SAGARIA LAW, P.C.
2033 Gateway Place, Fifth Floor
San Jose, CA 95110
Phone: (408) 279-2288
Fax: (408) 279-2299
The Chapter 11 case is In re Floyd Elmer McClung, III (Bankr. N.D.
Cal. Case No. 16-41298) filed May 11, 2016.
FRESH & EASY: Selling Liquor License to MI BODEGA for $11K
----------------------------------------------------------
Fresh & Easy, LLC, filed a notice with the U.S. Bankruptcy Court
for the District of Delaware that it will sell Liquor License No.
539662 to MI BODEGA, LLC for $11,000.
A hearing on the Motion is set for Oct. 30, 2015. The objection
deadline is Oct. 14, 2016 at 5:00 p.m. (ET).
On Oct. 30, 2015, the Debtor filed a voluntary petition for relief
under chapter 11 of title 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware.
On Dec. 3, 2015, the Court entered an order ("Miscellaneous Asset
Sale Order") authorizing the Debtor to sell or transfer certain
miscellaneous assets pursuant to the procedures set forth in the
Miscellaneous Asset Sale Order.
Pursuant to the Miscellaneous Asset Sale Order, the Debtor proposes
to sell Liquor License No. 539662 to for $11,000 to MI BODEGA, a
Nevada LLC pursuant to an agreement substantially ("Purchase
Agreement").
A copy of the Purchase Agreement attached to the Notice is
available for free at:
http://bankrupt.com/misc/Fresh_Easy_1270_Sales.pdf
The known parties holding liens or other interest in the Asset are
(a) Wells Fargo Bank, National Association; (b) California
Department of Alcoholic Beverage Control Headquarters; (c)
California State Board of Equalization; (d) Ethanson Investments,
LLC; (e) Marco & Javier's; and (f) Dean Vasquez, License Locators
Inc.
The Debtor proposes to sell the Asset to Purchaser on an "as is,
where is" basis, free and clear of all liens, claims, interests,
and encumbrances pursuant to Section 363(f) of the Bankruptcy
Code.
If no objections are received by the Debtor by the objection
deadline, then the Debtor may proceed with the proposed sale in
accordance with the terms of the Miscellaneous Asset Sale Order and
then will seek entry of a proposed order.
About Fresh & Easy
Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 15-12220) on Oct. 30, 2015. The petition was signed
by Peter McPhee, the CFO. The Debtor estimated assets of
$10 million to $50 million and liabilities of at least
$100 million.
Judge Christopher S. Sontchi is assigned to the case.
The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy
Solutions, LLC, as claims and noticing agent, DJM Realty Services,
LLC, and CBRE Group, Inc., as real estate consultants and FTI
Consulting, Inc., as restructuring advisors.
* * *
The Debtor has undertaken the process of liquidating the estate's
assets located at its retail locations and distribution center with
the assistance of Hilco Merchant Resources, LLC, and Industrial
Assets Corp., respectively, has engaged DJM Realty Services, LLC,
and CBRE, Inc., to market its leasehold interests, and has recently
engaged Hilco Streambank to assist with the disposition of its
intellectual property.
As part of the claims process, a bar date of Feb. 19, 2016, was
established by the Court for creditor claims.
GAWKER MEDIA: Seeks Probe of Thiel's Relationship with Hogan's Atty
-------------------------------------------------------------------
Lukas I. Alpert, writing for The Wall Street Journal, reported that
Gawker Media LLC has asked the judge overseeing the company's
bankruptcy to authorize a probe into the relationship between
billionaire Peter Thiel and the lawyer representing former
professional wrestler Hulk Hogan as well as several of the media
group's other creditors.
According to the report, in a filing on Oct. 11 in bankruptcy court
in Manhattan, Gawker's lawyers said they believed that Mr. Thiel
may have been involved in financing as many as eight separate
lawsuits that the bankruptcy process is seeking to settle.
Mr. Thiel, who was outed as gay in 2007 by a Gawker site, has
acknowledged bankrolling a legal campaign against Gawker, including
the invasion-of-privacy lawsuit brought by the former wrestler,
whose real name is Terry Bollea, the report related. A Florida
jury awarded Mr. Bollea damages of $140 million, the report noted.
The mammoth judgment, which Gawker and its founder, Nick Denton
have said they would appeal, forced both to seek chapter 11
bankruptcy protection earlier this year, the report said.
Gawker's lawyers said that while Mr. Thiel isn't a creditor and has
no official claim against the company, he "may be (directly or
indirectly) controlling key aspects of these chapter 11 cases or
otherwise be playing a large role in the economics of these cases,"
the report further related.
The filing said Gawker wants to review any financial agreements and
communications between Mr. Harder and Mr. Thiel and any of the
plaintiffs who filed suit against the company, the report said.
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.
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, 2016, 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. The Committee retained Simpson Thacher &
Bartlett LLP, in New York, as counsel.
Counsel to US VC Partners LP, as Prepetition Second Lien Lender,
are David Heller, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP.
Counsel to Cerberus Business Finance, LLC, as DIP Lender, are Adam
C. Harris, Esq., at Schulte Roth & Zabel LLP.
GCC-CHASE LLC: Seeks to Hire Shumaker as New Legal Counsel
----------------------------------------------------------
GCC-Chase, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Western District of North Carolina to hire
a new legal counsel.
In their applications, GCC-Chase, GCC-Courtyard LLC, GCC-Landings
LLC, and GCC-Sharonridge LLC propose to hire Shumaker, Loop &
Kendrick, LLP to replace Moon Wright & Houston, PLLC.
The services to be provided by the firm include advising the
Debtors regarding their duties and assisting them in formulating a
Chapter 11 plan.
The principal attorneys and paralegals designated to represent the
Debtors and their hourly rates are:
Steven Berman, Esq. $455
David Grogan, Esq. $560
Seth Traub, Esq. $320
Jennifer Eisenberg $200
Shumaker does not hold or represent any interest adverse to the
Debtors' estates and is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Steven M. Berman, Esq.
Seth P. Traub, Esq.
101 E. Kennedy Blvd., Suite 2800
Tampa, Florida 33602
Phone (813) 229-7600
Email: sberman@slk-law.com
Email: straub@slk-law.com
About GCC-Chase
GCC-Chase, LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 15-31901 to
15-31904) on December 1, 2015. The petitions were signed by George
W. Courlas, manager.
At the time of the filing, each of the Debtors estimated assets of
less than $50,000 and liabilities of $1 million to $10 million.
GLOBAL AMENITIES: Seeks to Hire Saad & Manios as Accountant
-----------------------------------------------------------
Global Amenities, LLC seeks approval from the U.S. Bankruptcy Court
for the District of South Carolina to hire an accountant.
The Debtor proposes to hire Saad & Manios, LLC to prepare its 2016
tax returns, prepare its monthly operating reports, and provide
other accounting services.
Louis Manios, the accountant designated to provide the services,
will be paid an hourly rate of $150.
In a court filing, Mr. Manios disclosed that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Louis Manios
Saad & Manios, LLC
1249 South Pleasantburg Drive
Greenville, SC 29605
Phone: (864) 422-9616
About Global Amenities
Global Amenities, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.S.C. Case No. 16-04635) on September 13,
2016. The petition was signed by Andrew Manios, managing member.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
GREEN ENERGY: Committee Taps Merrick Baker as Legal Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Green Energy
Products, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Kansas to hire Merrick Baker & Strauss, P.C.
The firm will serve as the committee's legal counsel in connection
with the Debtor's Chapter 11 case.
Merrick will advise the committee regarding the terms of any sale
of assets or bankruptcy plan of the Debtor, assist in negotiations,
investigate the Debtor's assets and provide other legal services.
The hourly rates for the firm's attorneys range from $150 to $250.
Victor Weber, Esq., at Merrick, disclosed in a court filing that he
and his firm are "disinterested persons" as defined in section
101(14) of the Bankruptcy Code.
Merrick can be reached through:
Bruce E. Strauss, Esq.
Victor F. Weber, Esq.
Merrick Baker & Strauss, P.C.
1044 Main Street, Suite 500
Kansas City, MO 64105
Tel: (816) 221-8855
Fax: (816) 221-7886
Email: victor@merrickbakerstrauss.com
About Green Energy
Green Energy Products, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Kan. Case No. 16-21278) on July 5,
2016. The petition was signed by Richard Belt, shareholder.
The case is assigned to Judge Dale L. Somers.
At the time of the filing, the Debtor estimated its assets and
debts at $10 million to $50 million.
Jeffrey A. Deines, Esq., at Lentz Clark Deines PA serves as the
Debtor's bankruptcy counsel.
GREGORY B. MYERS: Unsecureds To Recover 5% Under Plan
-----------------------------------------------------
Gregory B. Myers filed with the U.S. Bankruptcy Court for the
District of Maryland a disclosure statement describing the Debtor's
restated plan of reorganization.
Under the Plan, holders of Class 12 - General Unsecured Claims
Asserted Against the Debtor (estimated at $300,000) will be paid
pro rata an amount equal to 5% of their allowed claims from the
proceeds of the sale or refinance of one or more of the Debtor's
real properties within 60 months of the Effective Date. The
payment to General Unsecured Claims of the Debtor is contingent
upon the successful prosecution of the various objections to Claims
outlined by the Debtor, or the settlement of objections to claims.
The distribution is further impacted by outcome of objections to
claims that will determine which claims are properly classified as
General Unsecured Claims of the Debtor. This Class is impaired.
The Debtor will have the means to fund payments called for under
the Plan. The Debtor intends to sell the property located at Lot 6
Seaside 14 Subdivision Santa Rosa Beach, Florida 32459 for the
contract price of $1,772,500, which will fund payments to creditors
under the Plan. A motion is currently pending seeking to authorize
the sale. While the Debtor does not anticipate selling other
properties at this time, the Debtor reserves the right to do so in
order to fund payments to Creditors under the Plan. As previously
indicated the resolution of appeals cases and objections to certain
claims and motions to determine the priority and extent of liens
will result in realization of additional equity, which may result
in additional funding for the Plan. If the Debtor and his
non-filing spouse are unsuccessful in prosecuting the appeals cases
and objections to these claims and motions to determine the
priority and extent of liens, the Plan provides for the properties
to be liquidated by sale (in the absence of any other means of
payment). The Plan also permits the Debtor and his non-filing
spouse with the opportunity to refinance the debt secured by
various real properties.
The Disclosure Statement is available at:
http://bankrupt.com/misc/mdb15-26033-147.pdf
The Plan was filed by the Debtor's counsel:
James M. Greenan, Esq.
Craig M. Palik, Esq.
MCNAMEE, HOSEA, JERNIGAN, KIM GREENAN & LYNCH, P.A.
6411 Ivy Lane, Suite 200
Greenbelt, Maryland 20770
Tel: (301) 441-2420
E-mail: jgreenan@mhlawyers.com
cpalik@mhlawyers.com
Gregory B. Myers filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 15-26033) on Nov. 18, 2015.
GULF COAST: Disclosures Conditionally OK'd; Hearing on Dec. 8
-------------------------------------------------------------
The Hon. Jerry C. Oldshue Jr. of the U.S. Bankruptcy Court for the
Northern District of Florida has conditionally approved GulfCoast
Specialty Products & Services, Inc.'s amended disclosure statement
dated Oct. 3, 2016, describing the Debtor's amended plan of
reorganization.
A confirmation hearing will be held on Dec. 8, 2016, at 10:00 a.m.,
Central Time.
Objections to the confirmation must be filed seven days before the
hearing.
Objections to the Amended Disclosure Statement must be filed by
Dec. 1, 2016.
On or before Nov. 8, 2016, the Amended Plan, the Amended Disclosure
Statement, ballot for accepting or rejecting the Amended Plan, and
the Oct. 5 court order conditionally approving the Amended
Disclosure Statement will be transmitted by mail by the attorney
for the proponent of the amended plan sought to be confirmed to
creditors, equity security holders and other parties-in-interest.
As reported by the Troubled Company Reporter on Aug. 11, 2016,
secured creditor Wells Fargo Bank N.A. filed with the Court an
objection to the Debtor's Amended Disclosure Statement and Amended
Plan dated July 16, 2016, claiming that, among other things, the
Amended Disclosure Statement fails to provide adequate information
of a kind that would enable a hypothetical investor "to make an
informed judgment about the Plan".
The TCR reported on Aug. 8, 2016, that the Debtor filed with the
Court its proposed plan to exit Chapter 11 protection. Under the
restructuring plan, Class 3 general unsecured creditors will
receive their pro rata share of a monthly payment of $5,000 at 5.1%
for a period of 10 years starting Jan. 25, 2017, according to the
disclosure statement detailing the plan.
About GulfCoast Specialty
GulfCoast Specialty Products & Services, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Fla. Case No.
15-31056) on Oct. 19, 2015. The petition was signed by Wayne A.
Bernheisel, president.
At the time of the filing, the Debtor estimated its assets at
$100,000 to $500,000 and debts at $1 million to $10 million.
IDERA PHARMACEUTICALS: Baker Bros. Has 7.2% Stake as of Oct. 7
--------------------------------------------------------------
Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J.
Baker and Julian C. Baker disclosed in a Schedule 13D filed with
the Securities and Exchange Commission that as of Oct. 7, 2016,
they beneficially own 10,487,314 shares of common stock of
Idera Pharmaceuticals, Inc., representing 7.2 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/IUvKQG
About Idera
Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs. The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.
Idera reported a net loss of $48.6 million in 2015 following a net
loss of $38.6 million in 2014.
As of June 30, 2016, Idera had $69.2 million in total assets, $8.18
million in total liabilities and $61.04 million in total
stockholders' equity.
INCEPTION MERGER: Moody's Assigns B1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family rating
(CFR) and B1-PD probability of default rating (PDR) to Inception
Merger Sub, Inc. (Inception), a wholly owned subsidiary of
investment funds of Apollo Global Management that will raise debt
to finance its acquisition of Rackspace Hosting, Inc. (Rackspace,
Ba1 review for downgrade). Inception plans to raise approximately
$3.4 billion of new debt obligations, including a $2 billion seven
year secured term loan, $225 million five year secured revolving
credit facility, and $1.2 billion of eight year unsecured notes. In
addition to the debt, Apollo will contribute $1.3 billion of equity
to finance the $4.4 billion purchase. The existing $500 million of
debt at Rackspace will be repaid in connection with the transaction
using cash from the balance sheet. Moody's has assigned a Ba2
(LGD-2) rating to the senior secured credit facility and a B3
(LGD-5) rating to the unsecured notes. The ratings outlook for
Inception is stable.
Upon close of Apollo's proposed acquisition of Rackspace, Inception
will be merged with and into Rackspace Hosting, Inc. At that time,
the B1 CFR on Inception sub will be withdrawn and the review for
downgrade of Rackspace will be concluded. The ratings assigned to
Inception reflect Moody's view of the end state capital structure
of Rackspace following the transaction. The B1 reflects the
incremental leverage and higher interest costs from the debt
incurred to buy Rackspace. Further, Moody's believes Apollo's
ownership will result in a significantly more aggressive financial
policy than that of Rackspace prior to the LBO transaction. These
negative pressures are offset by the company's strong market
position in its core segment, favorable organic growth potential,
expected improvement in capital intensity, and stable recurring
revenue.
Issuer: Inception Merger Sub, Inc.
Assignments:
-- Probability of Default Rating, Assigned B1-PD
-- Speculative Grade Liquidity Rating, Assigned SGL-1
-- Corporate Family Rating, Assigned B1
-- Backed Senior Secured Term Loan B, Assigned Ba2 (LGD2)
-- Backed Senior Secured Revolving Credit Facility, Assigned
Ba2 (LGD2)
-- Backed Senior Unsecured Regular Bond/Debenture, Assigned B3
(LGD5)
Outlook Actions:
-- Outlook, Assigned Stable
RATINGS RATIONALE
Rackspace's B1 CFR reflects its strong free cash flow profile
driven by stable recurring revenues, steady EBITDA margins and
improving capital intensity. The company has a proven track record
of organic revenue growth throughout the last five years. In
contrast to most IT infrastructure companies of its size, Rackspace
has organically built a highly profitable business within a
dynamic, capital intensive and rapidly growing industry. Its cost
structure is mostly variable, which has allowed margins to remain
very consistent despite the company's high growth. Growth via
acquisition remains an option for the company but is not a key
component of the Rackspace business model. The rating is
constrained by Rackspace's relatively small scale in an industry
dominated by large and well capitalized companies and the
technological and competitive threats inherent in the IT services
industry. In addition, the B1 captures Rackspace's high leverage of
around 4.5x (Moody's adjusted) and Moody's expectation of an
aggressive financial policy given its new private equity ownership
structure.
Rackspace is a leader in managed cloud services with a focus on
private/dedicated cloud products. The company specializes in
managed hosting and dedicated, or single tenant, server
architecture products that offer customers strong performance and
reliability bundled with Rackspace's "Fanatical Support" customer
service. The company employs this service-driven strategy to
differentiate itself from larger operators that can leverage scale
and undercut Rackspace on price. Also, as customers attempt to
migrate to cloud architectures, the complexity and business risk
they encounter will often require a high level of customer service.
Moody's believes that Rackspace can maintain market share in the
dedicated hosting space by offering superior customer service,
despite the strong market momentum behind public cloud
architectures.
Moody's expects that the dominant public cloud operators such as
Amazon.com, Inc.'s (Baa1 stable) Amazon Web Services (AWS)
subsidiary, Google Inc. (subsidiary of Alphabet, Aa2 stable) and
Microsoft Corporation's (Aaa negative) Azure product will drive
price compression across the industry. This price pressure will
affect private/dedicated cloud services as well, by influencing the
economic tradeoffs between the public and private architectures.
Rackspace is disproportionately exposed to the risk of long-term
price erosion due to its small relative scale.
Despite the price risks, Moody's believes that the vast majority of
enterprise and small business IT workloads remain on legacy
dedicated in-house environments. This base provides a substantial
target market of customers whose applications may not be ready or
suitable for migration to a fully public cloud architecture.
Rackspace can address this market with its private or hybrid cloud
products bundled with its support model. Rackspace's "Fanatical
Support" strategy is crucial to maintaining pricing power in a
market that is rapidly evolving to a commodity or utility type
model.
Capital intensity at Rackspace has declined recently following its
shift to managed services and non-maintenance capital spending is
more closely linked to new customer sales in the single tenant
business. For the first half of 2016, aggregate capital expense
represented approximately 15% of revenues, with around one third of
spend supporting growth that is directly proportional to new
customer adds. Operating expenses are similarly variable, with a
mostly leased infrastructure that is highly scalable. The variable
cost structure offers some downside protection in Rackspace's
credit profile and supports its B1 rating despite the high level of
technology and competitive risk. Moody's believes there is risk
that Rackspace may be unable to sustain this lower capital
intensity as it focuses more on the dedicated architecture.
Moody's expects Rackspace to have very good liquidity over the next
twelve months and has assigned an SGL-1 speculative grade liquidity
rating. The company generates positive cash flow and Moody's
expects Rackspace to have around $100 million and full availability
under its new $225 million secured revolving credit facility
following the close of the transaction. There is a springing
maximum net first lien leverage ratio which will be set with 30%
cushion to EBITDA.
The ratings for debt instruments reflect both the probability of
default of Rackspace, to which Moody's assigns a PDR of B1-PD, and
individual loss given default assessments. The senior secured term
loan and revolving credit facility are rated Ba2 (LGD2), two
notches above CFR, given the loss absorption from the B3 (LGD5)
rated unsecured notes.
The stable outlook reflects Moody's view that Rackspace will
maintain its upward growth trajectory and steady margins as well as
maintain its competitive position in the market. Moody's said,
“We expect Rackspace will maintain leverage near or below 4.5x
EBITDA (Moody's adjusted).”
Moody's could upgrade Rackspace's B1 rating if leverage is
sustained below 3.5x Debt / EBITDA (Moody's adjusted) and if free
cash flow is at least 10% of Moody's adjusted debt. The rating
could downgraded if leverage is sustained above 4.5x (Moody's
adjusted) or if cash flow deteriorates such that FCF/Debt is less
than 5%. In addition, the rating could be downgraded if the company
issues debt to return cash to shareholders or if there is
deterioration of Rackspace's market position irrespective of its
credit metrics.
The principal methodology used in these ratings was Global
Communications Infrastructure Rating Methodology published in June
2011.
Based in San Antonio, TX., Rackspace is a multinational leader in
managed cloud services. The company has a global network and offers
broad IT solutions to its clients. The company generated over $2
billion in revenues for the last twelve months ended 6/30/2016.
INTELLIPHARMACEUTICS INT'L: Gets Temporary OK for Generic Seroquel
------------------------------------------------------------------
Intellipharmaceutics International Inc. received tentative approval
from the U.S. Food and Drug Administration for the Company's
abbreviated new drug application for quetiapine fumarate
extended-release tablets in the 50, 150, 200, 300 and 400 mg
strengths. The Company's tentatively-approved product is a generic
equivalent for the corresponding strengths of the branded product
Seroquel XR sold in the United States by Astra Zeneca
Pharmaceuticals LP.
Pursuant to a settlement agreement between the Company and
AstraZeneca dated July 30, 2012, the Company is permitted to launch
its generic versions of the 50, 150, 200, 300 and 400 mg strengths
of generic Seroquel XR, on Nov. 1, 2016, subject to FDA final
approval of the Company's ANDA for those strengths. Such FDA final
approval is subject to a 180 day exclusivity period relating to a
prior filer or filers of a generic equivalent of the branded
product. To the Company's knowledge, two companies have
first-to-file status and may be in a position to launch on Nov. 1,
2016, although the Company cannot be certain of that date. The
Company's intent is to launch these strengths after FDA final
approval following expiry of the other companies' exclusivity
period(s). There are currently no generics of Seroquel XR
available in the U.S. market as the product is still under Astra
Zeneca’s patent protection until Nov. 1, 2017. There can be no
assurance that the Company's quetiapine fumarate extended-release
tablets in any of the 50, 150, 200, 300 and 400 mg strengths will
receive final FDA approval, or if approved, that they will be
successfully commercialized.
Dr. Isa Odidi, the CEO and a co-founder of Intellipharmaceutics,
stated, "We are thrilled the FDA has granted tentative approval of
our generic version of Seroquel XR, which should further
demonstrate our core drug development competency in
controlled-release delivery technologies. As Seroquel XR has yet
to come off patent protection, we believe the tentative approval
represents a substantial commercial opportunity for the Company."
Seroquel XR, and the drug active quetiapine fumarate, are indicated
for use in the treatment of schizophrenia and bipolar disorder.
According to Symphony Health Solutions, sales in the United States
for the 12 months ended August 2016 of the 50, 150, 200, 300 and
400 mg strengths of Seroquel XR were approximately U.S. $1.2
billion (TRx MBS Dollars, which represents projected new and
refilled prescriptions representing a standardized dollar metric
based on manufacturer's published catalog or list prices to
wholesalers, and does not represent actual transaction prices and
does not include prompt pay or other discounts, rebates or
reductions in price).
About Intellipharmaceutics
Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada. Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs. Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals. Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.
Intellipharmaceutics reported a net loss of US$7.43 million on
US$4.09 million of revenues for the year ended Nov. 30, 2015,
compared to a net loss of US$3.85 million on US$8.76 million of
revenues for the year ended Nov. 30, 2014.
As of May 31, 2016, the Company had US$3.81 million in total
assets, US$5.78 million in total liabilities and a shareholders'
deficiency of US$1.96 million.
Deloitte LLP issued a "going concern" opinion on the consolidated
financial statements for the year ended Nov. 30, 2015, citing that
the Company's recurring losses from operations and shareholders'
deficiency raise substantial doubt about its ability to continue
as a going concern.
INTELLIPHARMACEUTICS INT'L: Signs License Pact with Mallinckrodt
----------------------------------------------------------------
Intellipharmaceutics International Inc. announced that it has
entered into a license and commercial supply agreement with
Mallinckrodt LLC, by which the Company has granted Mallinckrodt an
exclusive license to market, sell and distribute in the United
States the following extended release drug product candidates for
which Intellipharmaceutics has abbreviated new drug applications
("ANDAs") filed with the U.S. Food and Drug Administration:
- Quetiapine fumarate extended-release tablets (generic Seroquel
XR) - ANDA Tentatively Approved by FDA
- Desvenlafaxine extended-release tablets (generic Pristiq) -
ANDA Under FDA Review
- Lamotrigine extended-release tablets (generic Lamictal XR) -
ANDA Under FDA Review
Collectively, the present annualized sales by third parties for the
currently marketed versions of these products in the United States
are approximately U.S. $2.5 billion.
Under the terms of the 10-year agreement, Intellipharmaceutics will
receive a non-refundable upfront payment of US$3 million in October
2016. In addition, the agreement also provides for the Company to
have a long-term profit sharing arrangement with respect to the
licensed products. Intellipharmaceutics has agreed to manufacture
and supply the licensed products exclusively for Mallinckrodt, and
Mallinckrodt has agreed that Intellipharmaceutics will be its sole
supplier of the licensed products marketed in the U.S.
The agreement contains customary terms and conditions for an
agreement of this kind, and is subject to early termination in the
event the Company does not obtain FDA approvals of the licensed
products by specified dates, or pursuant to any one of several
termination rights of each party.
There can be no assurance as to when or if any of the licensed
products will receive final FDA approval or that, if so approved,
the licensed products will be successfully commercialized and
produce significant revenues for the Company.
The CEO of Intellipharmaceutics, Dr. Isa Odidi, said, "We are very
pleased to establish this long-term commercial partnership with
Mallinckrodt, which follows last week's tentative approval for our
generic Seroquel XR. Mallinckrodt is a respected pharmaceutical
company with significant market presence in the U.S. This
partnership provides further recognition of Intellipharmaceutics'
technology platform and pipeline. We look forward to the
commercialization of generic Seroquel XR with Mallinckrodt
following final approval."
"This agreement aligns well with our strategy of strengthening our
Specialty Generics business and expanding our pipeline. If
approved, these drugs will provide patients with alternative
treatment options for central nervous system disorders," said Dr.
Frank Scholz, executive vice president, Global Operations and
president, Specialty Generics, Mallinckrodt Pharmaceuticals. "We
look forward to working with Intellipharmaceutics to bring these
products to market."
About Intellipharmaceutics
Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada. Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs. Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals. Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.
Intellipharmaceutics reported a net loss of US$7.43 million on
US$4.09 million of revenues for the year ended Nov. 30, 2015,
compared to a net loss of US$3.85 million on US$8.76 million of
revenues for the year ended Nov. 30, 2014.
As of May 31, 2016, the Company had US$3.81 million in total
assets, US$5.78 million in total liabilities and a shareholders'
deficiency of US$1.96 million.
Deloitte LLP issued a "going concern" opinion on the consolidated
financial statements for the year ended Nov. 30, 2015, citing that
the Company's recurring losses from operations and shareholders'
deficiency raise substantial doubt about its ability to continue
as a going concern.
INTERLEUKIN GENETICS: DDMI Cuts Stake to 4.8% as of Aug. 15
-----------------------------------------------------------
Delta Dental Plan of Michigan, Inc. filed with the Securities and
Exchange Commission an amendment no.4 to its schedule 13D
disclosing that as of Aug. 15, 2016, it beneficially owns
10,928,961 shares of common stock of Interleukin Genetics, Inc.,
representing 4.8 percent of the shares outstanding.
On Aug. 15, 2016, Interleukin filed its quarterly report on Form
10-Q for the quarter ended June 30, 2016, and reported that, as of
Aug. 12, 2016, the number of outstanding shares of the Company's
Common Stock had increased to 229,329,744 shares. DDMI has not
acquired any shares of Common Stock since it filed Amendment No. 3.
As a result, DDMI's percentage ownership decreased to 4.8%. This
Amendment No. 4 is being filed to report this change in DDMI’s
current percentage ownership and to indicate that its percentage
ownership is now below 5% of the Issuer's outstanding shares of
Common Stock.
A full-text copy of the regulatory filing is available at:
https://is.gd/4HJ9Ox
About Interleukin
Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.
Interleukin reported a net loss of $7.89 million on $1.44 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $6.33 million on $1.81 million of total revenue for the
year ended Dec. 31, 2014.
As of June 30, 2016, Interleukin had $2.65 million in total assets,
$8.27 million in total liabilities, and a total stockholders'
deficit of $5.62 million.
Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
recurring losses from operations and has an accumulated deficit
that raise substantial doubt about the Company's ability to
continue as a going concern.
INVERSORA ELECTRICA: Seeks US Recognition of Argentinian Proceeding
-------------------------------------------------------------------
Inversora Electrica de Buenos Aires S.A. filed a voluntary petition
under Chapter 15 of the Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of New York on Oct. 12, 2016.
IEBA's board of directors authorized the Chapter 15 filing and
appointed Jaime Javier Barba to act as foreign representative.
At the end of the second quarter of 2016, IEBA reported current
assets of $123.7 million and current liabilities of $34.3 million.
IEBA's net loss accumulated for the second quarter of 2016 was
$286.4 million, as disclosed in court documents.
"IEBA's financial difficulties stem from the economic crisis in
Argentina in 2002, and governmental responses to the crisis that
altered or limited EDEA's ability to adjust tariffs in accordance
with costs and a "Concession Agreement," governing IEBA's ability
to collect tariffs," stated Mr. Barba in a declaration filed with
the Bankruptcy Court.
Headquartered in the City of Buenos Aires, Argentina, IEBA is the
Argentine holding company of Empresa Distribuidora de Energia
Atlantica S.A. ("EDEA"), which operates the distribution and
transportation of electricity in the eastern region of the Province
of Buenos Aires. IEBA was formed to acquire EDEA in connection
with the privatization of the electricity transmission and
distribution services by the Province of Buenos Aires. The Debtor
conducts substantially all of its operations through EDEA and its
operational and financial results consist mainly of dividends
received from EDEA.
On June 2, 1997, EDEA was granted an exclusive, 95-year concession
for the distribution and marketing of electricity in the eastern
region of the Province of Buenos Aires and started its operations.
The Concession covers an area of approximately 105,438 square
kilometers and with a population of over 1.6 million. Since this
region includes many of Argentina's main seaside cities, the
population increases significantly during the summer period,
reaching an average of 3 million people. EDEA services directly 17
districts in the interior of the Province of Buenos Aires. It has
approximately 513,000 customers, of which approximately 90% are
residential.
Infraestructura Energetica del Plata S.A. ("IEPSA") and its
subsidiary, Buenos Aires Energy Company S.A.U. ("BAECO"), own a
controlling stake in IEBA. The ultimate, indirect parent company
of IEBA, IEPSA and BAECO is Disvol Investment S.A.
In 2002, IEBA defaulted in the payment of its notes then
outstanding, and, on Jan. 12, 2003, it commenced a reorganization
proceeding (concurso preventivo) (the "Previous Argentine
Proceeding") under Argentine law. The Old Notes that are subject
to the IEBA APE were issued in 2007 pursuant to a restructuring
plan that was approved in the Previous Argentine Proceeding.
According to Mr. Barba, by mid-2003, EDEA's revenues in constant
currency dropped by approximately 70%. Subsequent actions by
regulatory authorities approved tariff schedules that also did not
comply with the Concession Agreement. At the same time, EDEA's
cost of operations increased as a result of inflation. Since IEBA
depends on dividends from EDEA, IEBA's financial condition was
weakened by EDEA's financial woes, he added.
As a result of the prolonged time period during which EDEA has been
unable to set tariffs in accordance with its cost structure, and
the tariff freeze in 2014, EDEA has been unable to pay dividends to
IEBA. In turn, IEBA has been unable to make coupon payments on the
Old Notes from and including its payment date on Dec. 26, 2014.
Accordingly, IEBA sought to restructure the Old Notes, with the
overwhelming consent of the owners of the Old Notes, through the
IEBA APE proceeding.
IEBA APE Proceeding
Seeking to restructure its Series C Notes and Series D Notes, IEBA
filed on Dec. 23, 2015, an acuerdo preventivo extrajudicial under
the provisions of Title II, Chapter VII of the Argentine Bankruptcy
Law No. 24,522 (as amended) before the National Commercial Court N
1 sitting in the City of Buenos Aires. The IEBA APE, which enjoys
the support of over 91% of the Old Notes, was approved by the
Argentine Court on Sept. 8, 2016, through the issuance of an
acuerdo homologado (endorsement) of the IEBA APE (the "Homologation
Order").
On Sept. 26, 2016, IEBA consummated the transactions approved in
the IEBA APE with respect to the noteholders who consented to the
IEBA APE by making the cash payments and issuing and delivering the
notes required pursuant to the IEBA APE.
As of the commencement date of the Foreign Proceeding, the
outstanding principal amount of Old Notes (including those held in
the Escrow Account), which are issued under two series, was
approximately $130.3 million for Series C, and $4.7 million for
Series D. The Old Notes bear an interest rate of 6.5%. Only the
Old Notes were subject to restructuring pursuant to the IEBA APE;
the Debtor's commercial and other obligations remained unchanged by
the proceeding.
IEBA Restructuring Plan
The payment obligations under the Old Notes were not secured by any
of the Debtor's assets. The Old Notes, however, did have the
benefit of both: (i) a pledge on a portion of IEBA's shares
representing 10.56% of its capital stock and voting rights, granted
by BAECO in favor of Banco de Valores S.A., acting in its capacity
as collateral agent for holders of the Old Notes and (ii) a pledge
on a portion of IEBA's shares representing 0.44% of its capital
stock and voting rights, granted by Camuzzi Argentina S.A. in favor
of Banco de Valores S.A., acting in its capacity as collateral
agent to secure Camuzzi's guarantee of payments due under the Old
Notes. Moreover, Camuzzi jointly and severally guaranteed the
payment of interest under the Old Notes by executing a commercial
guarantee.
The holders of the Old Notes had the following options under the
IEBA APE:
(i) Exchange Option: (a) for each $1.00 in nominal value of the
Series C Notes properly tendered (and not validly
withdrawn), holders will receive $1.00 nominal value of the
Series E Notes due 2022, and (b) for each $1.00 in nominal
value of the Series D Notes properly tendered (and not
validly withdrawn), holders will receive $1.00 nominal value
of the Series F Notes due 2022. Each of the creditors
who would select, or would have been allocated to, the
Exchange Option would be deemed to have irrevocably waived
and relinquished, as applicable, any rights and claims
against Camuzzi under the Guarantee. The New Notes will
bear interest from Dec. 26, 2014, and no accrued interest
will be paid in respect of the Old Notes under the
Exchange Option.
(ii) Cash Option: for each $1.00 in nominal value of Old Notes
properly tendered (and not validly withdrawn), holders will
receive a cash payment equal to the sum of $0.43 plus the
Cash Option Interest. IEBA intended to cancel $60.0 million
of the outstanding principal amount of its Old Notes through
the Cash Option, at a total cost, funded by both IEBA
and Camuzzi, of $25.8 million plus the Cash Option Interest.
In case of over subscription of the Cash Option, the IEBA
APE reserved the right, in IEBA's sole discretion, to
increase the Cash Option Fixed Amount. Cash Option Interest
in respect of the Old Notes will be paid at the rate of 9%
per annum as accrued from and after Dec. 26, 2014.
The New Notes will be secured by:
(i) a pledge on a portion of IEBA's shares representing 10.56%
of IEBA's capital stock and voting rights, held by BAECO;
(ii) a pledge on a portion of IEBA's shares representing 0.44% of
IEBA's capital stock and voting rights, held by IEPSA;
(iii) a pledge of a portion of the shares in BAECO's capital stock
held by IEPSA, which at all times would represent, together
with the shares pledged pursuant to paragraphs (i) and (ii)
above, a combined direct and indirect ownership interest of
49% of the aggregate equity interest held collectively by
BAECO, IEPSA and/or their affiliates in IEBA (including,
without limitation, any shares of IEBA that may be acquired
in the future by BAECO, IEPSA and/or their affiliates,
pursuant to a public tender offer or otherwise); and
(iv) an assignment in trust to a trustee to be appointed by
IEBA, for the benefit of the holders of New Notes, of the
right to collect dividends, fees (including management
fees) or payments due by EDEA to IEBA.
Holders of Old Notes who failed to participate in the solicitation,
or who were ineligible to participate in the solicitation under
applicable securities laws, would receive a combination of the Cash
Option and the Exchange Option in consideration for their Old
Notes. If, however, there were to be any creditors who are
ineligible to be solicited, or who are ineligible to receive New
Notes under applicable securities law, those creditors would
receive the Cash Amount Option, and will receive the same treatment
as other creditors receiving such option. The Debtor does not
believe that United States securities laws are applicable to the
IEBA APE because the Debtor is not aware of any creditors who are
United States persons.
Request for Recognition
Substantially all of the assets of IEBA, and the subsidiary through
which it operates, are located in Argentina. However, the Debtor
currently maintains assets in the United States consisting of
property held in accounts located in New York. The U.S. Accounts
include an escrow account in New York at Bank of New York Mellon
Corporation that exists under a New York law governed escrow
agreement to which IEBA is a party. The escrow account currently
contains unclaimed Old Notes that had been issued as part of a
previous restructuring and cash interest payments in respect of
such unclaimed Old Notes. IEBA also owns cash located in a bank
account at a New York branch of Barclays Bank PLC. The Debtor is
not party to any pending litigation in the United States.
In addition, the Debtor is party, as issuer, to that certain
indenture, dated as of Sept. 26, 2007, which governs the Old Notes
exchangeable pursuant to the IEBA APE. Under the terms of the Old
Note Indenture, the Old Notes, with limited exceptions, are
governed by New York law.
Concurrently with the Petition, the Foreign Representative has
filed a motion with the Bankruptcy Court seeking recognition in the
United States of the Foreign Proceeding as a foreign main
proceeding pursuant to Section 1517 of the Bankruptcy Code. The
motion seeks recognition and enforcement within the territorial
jurisdiction of the United States, the Homologation Order and its
endorsement of the IEBA APE and to permanently enjoin all parties
from commencing or taking any action in the United States to obtain
possession of, exercise control over, or assert claims against the
Debtor or its property.
"Recognition and enforcement of the IEBA APE proceeding within the
territorial jurisdiction of the United States is of major
significance. Indeed, chapter 15 recognition and enforcement would
ensure the success of the Foreign Proceeding," Mr. Barba
maintained.
According to Mr. Barba recognition and enforcement under Chapter 15
also will ensure that no creditors would be able to disrupt the
Debtor by potentially seeking in the future to enforce discharged
obligations against the Debtor.
A full-text copy of the declaration in support of the Chapter 15
petition is available for free at:
http://bankrupt.com/misc/2_INVERSORA_Declaration.pdf
IOWA FERTILIZER: S&P Lowers Rating on $1.194BB Financing to 'B'
---------------------------------------------------------------
S&P Global Ratings lowered its rating on Iowa Finance Authority's
$1.194 billion tax-exempt financing, issued for Iowa Fertilizer
Co., to 'B' from 'B+'. The ratings remain on CreditWatch, where
S&P placed them with negative implications on May 11, 2016. The
secured bonds consist of three tranches maturing between 2019 and
2025. Project revenues of the obligor, IFCo, service the bonds.
The rating action affects nearly
$1.2 billion of rated debt. The recovery rating of '1' is
unchanged.
"The downgrade follows our assessment of the project's ability to
fully fund its construction costs, interest, working capital, and
reserves to begin operations (funding adequacy), as well as our
assessment of the certainty of funding sources available to achieve
COD," said S&P Global Ratings credit analyst Aneesh Prabhu. "We
have lowered our ratings after reassessing these factors as
insufficient and negative, respectively. Project construction
progress and construction funding continue to remain our primary
focus at this time because of cost escalations to date and the
construction timetable tracking one year behind schedule compared
with budgets. Even before this downgrade, the construction phase
had been the ratings constraint."
S&P's downgrade and CreditWatch listing pertain specifically to
construction delays and financing needs. While construction has
progressed, the project schedule has slipped further compared to
our expectation of ammonia production beginning by the end of
September. S&P also notes that cash posted with the collateral
agent will be used for the December debt servicing, leaving
inadequate balances in the debt service reserve, which will need to
be replenished.
S&P will likely resolve the CreditWatch listing by year-end, when
it has greater visibility into the likely timeline for COD. S&P
would likely lower the ratings if delays persist. The sponsors
could consider several options for ameliorating the project's
funding and liquidity needs, one of which could be the infusion of
upfront equity. However, negotiating a restructuring of the
amortization schedule to alleviate the liquidity position would
have to meet our criteria definitions (requires adequate offsetting
compensation). Conversely, should the plant begin operations, the
credit profile would improve, and S&P would likely raise ratings to
'B+' consistent with its operations SACP. Still, S&P may not
immediately raise ratings to 'B+' based on its assessment of
operations SACP. On achievement of COD, S&P will assess if the
project is able to ramp-up operationally as expected and whether
fertilizer prices, which have been volatile, are consistent with
S&P's current base case assumptions.
JOHN Q. HAMMONS: Claims Bar Date Slated for December 23
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas set Dec. 23,
2016, at 5:00 p.m. (CST) as deadline for any party -- including
individuals or natural persons, partnerships, corporations, joint,
ventures, trust, and governmental unites -- to file proofs of claim
against John Q. Hammons Fall 2006 LLC and its debtor-affiliates.
All proof of claim or interest forms must be filed either through
online document filing or at:
if regular mail:
BMC Group Inc.
Attn: John Q. Hammons Claims Processing
P.O. Box 90100
Los Angeles, CA 90009
if by messenger or overnight delivery:
BMC Group Inc.
Attn: John Q. Hammons Claims Processing
3732 W 120th Street
Hawthorne, CA 90250
About John Q. Hammons Fall 2006, LLC.
Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) --
http://www.jqhhotels.com/-- is a private, independent owner and
manager of hotels in the United States, representing brands such
as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG,
Chateau on the Lake Resort / Spa & Convention Center, and Plaza
Hotels Collection. It has portfolio of 35 hotels representing
approximately 8,500 guest rooms/suites in 16 states.
John Q. Hammons Hotels & Resorts on June 27, 2016, disclosed that
the family of companies, the Revocable Trust of John Q. Hammons,
and their related affiliates, filed voluntary petitions (Bankr. D.
Kan. Case No. 16-21139 to Case No. 16-21208) to restructure under
Chapter 11 of the U.S. Bankruptcy Code in Kansas City.
The Debtors are represented by Mark A. Shaiken, Esq., Mark S.
Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard
Street LLP, in Kansas City, Missouri. The Debtors' conflict
counsel is Victor F Weber, Esq., at Merrick Baker and Strauss PC,
in Kansas City, Missouri.
At the time of filing, the Debtors estimated assets at $100 million
to $500 million and liabilities at $100 million to $500 million.
The petitions were signed by Greggory D Groves, vice president.
JOHNSON LAWN: Motion to Extend Exclusivity Period Withdrawn
-----------------------------------------------------------
Judge Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi withdrew Johnson Lawn & Outdoor
Equipment, Inc.'s request seeking an extension of its exclusive
period to file a Disclosure Statement and Plan of Reorganization,
after being advised that the Debtor wished to withdraw its Motion.
Regions Bank did not object to the Debtor's request for the
withdrawal of its Motion.
The Debtor previously sought a 45-day extension of its exclusive
period to file a disclosure statement and plan of reorganization,
contending that it was in negotiations with various creditors and
was making determinations to allow them to finalize many matters
with regard to a Disclosure Statement and a proposed Plan to be
filed.
The Debtor further contended that it had not yet made a decision as
to whether a sale of the Debtor's assets or pursuit of a plan is
the best option for the Debtor. It told the Court that it will
have a better idea as to its ability to pursue a meaningful plan
after the summer season had passed.
About Johnson Lawn & Outdoor Equipment, Inc.
Johnson Lawn & Outdoor Equipment Inc. filed for Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Case No. 15-03189) on Oct.
14, 2015. The petition was signed by Lee A. Johnson, Jr.,
director/president. Craig M. Geno, Esq., at the Law Offices of
Craig M. Geno, PLLC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated assets and liabilities at $500,001 to $1
million.
LAWRENCE D. FROMELIUS: Paying $2.5K to Counsel Denice Gierach
-------------------------------------------------------------
Lawrence D. Fromelius asks the U.S. Bankruptcy Court for the
Northern District of Illinois to authorize him to pay $2,500 to
Denice Gierach, an attorney representing Jennifer Meier, his
assistant, pursuant to an indemnification agreement between the
Debtor and Meier.
A hearing on the Motion is set for Oct. 11, 2016 at 9:30 a.m.
The Debtor owns multiple parcels of real estate, either directly or
through entities. To help him manage the properties and other
financial issues, the Debtor employs Meier as his assistant. Due
to the litigious nature of his relatives and certain other
incidents, and in order to entice her to continue working for him,
the Debtor agreed to indemnify Meier for certain legal costs. Among
other things, the Debtor agreed that, in the event Meier is subject
to a subpoena for deposition or trial, the Debtor will pay the cost
of an attorney of Meier's choice to use for her protection.
The Debtor has filed an adversary proceeding relating to the
bankruptcy case objecting to the claim of the Ann Marie Barry
Trust. As part of the discovery in that adversary proceeding, the
Trust is seeking to take Meier's deposition and has issued a
subpoena. Meier has selected Gierach to represent her in
connection with the upcoming deposition, and Gierach requires a
$2,500 retainer for that representation.
The Debtor is concerned that Meier may quit if he does not honor
the indemnification agreement and pay Gierach's retainer. If that
happens, he would lose a long-time assistant with extensive
knowledge during a crucial time of his reorganization.
The Debtor has given seven days' notice of the motion to all
parties who have filed an appearance in the case, who are the most
active and have the most interest in the present motion. Meier's
deposition is coming up on Nov. 7, 2016, and she needs to retain
counsel now to adequately prepare.
Lawrence D Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 15-22373) on June 29, 2015.
LIBBEY GLASS: Workers' Strike No Impact on Moody's B1 CFR
---------------------------------------------------------
Moody's Investors Service said that the union workers' strike at
Libbey Glass Inc.'s Toledo plant and Perrysburg distribution center
is credit negative but does not impact the company's ratings or
outlook, including the B1 Corporate Family Rating.
Headquartered in Toledo, Ohio, Libbey Glass Inc. designs,
manufactures and markets glass tableware products and designs and
markets ceramic dinnerware and flatware products. The company
serves foodservice, retail, and business-to-business customers in
over 100 countries. Libbey reported net sales of $814 million for
the twelve month period ended June 2016. Libbey Glass Inc. is the
operating subsidiary of Libbey Inc.
LINN ENERGY: Bank Lenders Agreed to Extend Plan Filing
------------------------------------------------------
Linn Energy, LLC, LinnCo, LLC, an affiliate of the Company, certain
of the Company's direct and indirect subsidiaries and Berry
Petroleum Company, LLC, and certain of the Bank RSA Consenting
Creditors on Oct. 7, 2016, entered into the Third Amendment to
Restructuring Support Agreement, which extended the date by which
the Debtors must file with the Court the Plan (or Plans, if
separate), the Plan Solicitation Materials (as defined in the Bank
RSA) for the Plan (or Plans, if separate), and the motion or
motions to approve the Disclosure Statement (or Disclosure
Statements, if separate, and as defined in the Bank RSA) from 149
days to 156 days following the Petition Date -- -- Oct. 14, 2016 .
The Third Amendment provides further that the administrative agent
for the LINN Credit Facility and the Berry Credit Facility and the
Debtors may agree to further extend such preceding deadline to 163
days without the consent of the Required Consenting Creditors (as
defined in the Bank RSA).
Prior to the filing of the Bankruptcy Petitions, on May 10, 2016,
the Debtors entered into the Bank RSA with certain LINN Lenders --
Bank RSA Consenting Creditors -- collectively holding or
controlling at least 66.67% by aggregate outstanding principal
amounts under (i) the Linn Credit Facility and (ii) Berry's Second
Amended and Restated Credit Agreement, dated as of November 15,
2010 (the "Berry Credit Facility").
A copy of the Third Amended to Restructuring Support Agreement is
available at https://is.gd/1LjNtj
On April 4, 2016, the Company, Linn Energy Finance Corp. -- Issuers
-- and all of the Company's material subsidiaries, other than
Berry, entered into a settlement agreement with certain holders of
the Issuers' Second Lien Notes 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 Second
Lien 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 Court on or
before January 16, 2017.
On October 7, 2016, the Issuers, Guarantors, Trustee, Collateral
Trustee and Settling Holders collectively holding more than
two-thirds of the outstanding principal amount of the Second Lien
Notes entered into a Fourth Amendment to Settlement Agreement. The
Fourth Amendment extends the Alternative Settlement Agreement Order
Date to May 1, 2017, 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
March 1, 2017.
A copy of the Fourth Amendment to Settlement Agreement is available
at https://is.gd/NmEYMU
* * *
Linn Energy, LLC, LinnCo, LLC, an affiliate of the Company, certain
of the Company's direct and indirect subsidiaries and Berry
Petroleum Company, LLC, previously entered into confidentiality
agreements with the Consenting Noteholders:
-- certain holders of the Company's 12% Senior Secured Second
Lien Notes due December 2020; and
-- certain holders of the Company's unsecured notes.
The Company entered into comprehensive restructuring negotiations
with the Confidentiality Agreement Parties, which resulted in entry
into the Restructuring Support Agreement and the other definitive
agreements, as reported elsewhere in today's Troubled Company
Reporter.
Pursuant to the confidentiality agreements, the Company agreed to
publicly disclose certain confidential information provided to the
Confidentiality Agreement Parties.
Copies of the Cleansing Materials, including (i) a diligence
presentation regarding the LINN Debtors and (ii) a diligence
presentation regarding Berry, are available at:
https://is.gd/7CAbjs and https://is.gd/gmLPfC
Any financial projections or forecasts included in the Cleansing
Materials were not prepared with a view toward public disclosure or
compliance with the published guidelines of the Securities and
Exchange Commission or the guidelines established by the American
Institute of Certified Public Accountants regarding projections or
forecasts. The projections do not purport to present the Company's
financial condition in accordance with accounting principles
generally accepted in the United States. The Company's independent
accountants have not examined, compiled or otherwise applied
procedures to the projections and, accordingly, do not express an
opinion or any other form of assurance with respect to the
projections. The inclusion of the projections therein should not be
regarded as an indication that the Company or its affiliates or
representatives consider the projections to be a reliable
prediction of future events, and the projections should not be
relied upon as such. Neither the Company nor any of its affiliates
or representatives has made or makes any representation to any
person regarding the ultimate outcome of the Company's
restructuring compared to the projections, and none of them
undertakes any obligation to publicly update the projections to
reflect circumstances existing after the date when the projections
were made or to reflect the occurrence of future events, even in
the event that any or all of the assumptions underlying the
projections are shown to be in error.
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 Paul M. Basta, Esq., Stephen E. Hessler,
Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and
Joseph M. Graham, Esq., at 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. The Committee tapped Mark I. Bane, Esq., and Keith H.
Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as
investment banker. It also retained as Texas Oil & Gas Counsel,
John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan,
Esq., at Gardere Wynne Sewell LLP.
LINN ENERGY: Has Restructuring Support Deal with Noteholders
------------------------------------------------------------
Linn Energy, LLC, LinnCo, LLC, an affiliate of the Company, certain
of the Company's direct and indirect subsidiaries and Berry
Petroleum Company, LLC, on Oct. 7, 2016, entered into a
restructuring support agreement with (i) certain holders of the
Company's 12% Senior Secured Second Lien Notes due December 2020;
and (ii) certain holders of the Company's unsecured notes.
The Restructuring Support Agreement sets forth, subject to certain
conditions, the commitment of the LINN Debtors and the Consenting
Noteholders to support a comprehensive restructuring of the LINN
Debtors' long-term debt. The Restructuring will be effectuated
through a joint plan of reorganization to be filed in the Company's
pending Chapter 11 Cases with the Court.
At this time, the lenders under the Company's Sixth Amended and
Restated Credit Agreement, dated as of April 24, 2013 are not
parties to the Restructuring Support Agreement. The Company and
the Consenting Noteholders have engaged in discussions with the
LINN Lenders with respect to the terms of the Restructuring with
the goal that certain of the LINN Lenders will become parties to
the Restructuring Support Agreement in the near term. The
restructuring support agreement with the Linn Lenders dated as of
May 10, 2016 -- as amended, restated, supplemented, or otherwise
modified from time to time, the "Bank RSA" -- remains in full force
and effect. Upon entry into the Restructuring Support Agreement by
a certain threshold number of LINN Lenders, the LINN Debtors and
the Consenting Noteholders intend for the Restructuring Support
Agreement to replace the Bank RSA with respect to the terms of the
Restructuring of the LINN Debtors.
Certain principal terms of the Restructuring Support Agreement and
the Restructuring contemplated thereby are:
* The Plan will provide for the formation of one or more new
legal entities, in a to-be-determined form, that will directly or
indirectly hold all of the assets of the LINN Debtors. Following
the Restructuring, the LINN Debtors will be standalone companies,
separate from Berry.
* The holders of claims under the LINN Credit Facility will
receive their pro rata share of $1.7 billion reserve-based
revolving and term loan credit facilities (the "New LINN Exit
Facility"), and a cash pay-down in an amount that has yet to be
determined.
* The Company's Second Lien Notes will be allowed in the
aggregate as a $2 billion unsecured claim (plus accrued and unpaid
interest and reasonable and documented fees and expenses), and the
holders of the Second Lien Notes will receive their pro rata share
of (i) a to-be-determined percentage of new common stock or limited
liability company interests in the reorganized Company (the "New
Common Stock"); (ii) certain rights to purchase shares of New
Common Stock in the Rights Offering; and (iii) $30 million in cash
to the extent such holders vote their Second Lien Notes claims to
accept the Plan.
* The holders of the Company's Unsecured Notes will receive
their pro rata share of (i) a to-be-determined percentage of the
New Common Stock; and (ii) certain rights to purchase shares of New
Common Stock in the Rights Offering.
* The holders of unsecured claims against the Company other
than the Unsecured Notes will receive their pro rata share of (i) a
to-be-determined percentage of the New Common Stock; and (ii)
certain rights to purchase shares of New Common Stock, at the same
price per share as in the Rights Offering, to be issued separate
from the Rights Offering. Such holders of unsecured claims less
than a to-be-determined amount are expected to have the right to
elect to receive, in lieu of New Common Stock and rights to
purchase shares of New Common Stock, cash in an amount equal to a
to-be-determined percentage of such holder's allowed unsecured
claim.
* Cash recoveries under the Plan will be funded with the
proceeds of $530 million from rights offerings (the "Rights
Offerings") of New Common Stock, which will be fully committed to
be backstopped by certain of the Consenting Noteholders.
* The board of directors shall consist of seven directors, who
shall include: (i) the chief executive officer of the Company, (ii)
one director selected by the Company and (iii) five directors
selected by a selection committee.
* All existing equity interests of the Company will be
extinguished without recovery.
The Restructuring Support agreement contemplates a New LINN Exit
Facility consisting of (i) a term loan in the amount of $300
million (the "New LINN Term Loan") and (ii) a revolving loan in the
initial amount of $1.4 billion (the "New LINN Revolving Loan"). The
New LINN Term Loan will mature on the earlier of June 30, 2021, or
the day prior to the fourth anniversary of the date of emergence
from bankruptcy (the "Closing Date"), with interest payable at
LIBOR plus 7.50% and amortized principal payments payable
quarterly, beginning March 31, 2017. The New LINN Revolving Loan
will be composed of two tranches as follows: (a) a conforming
tranche with an initial amount of $1.4 billion subject to the
borrowing base (the "Conforming Tranche"), and (b) a non-conforming
tranche with an initial amount of $0 (the "Non-Conforming
Tranche"). The Conforming Tranche will mature on the earlier of (i)
June 30, 2021, or (ii) the day prior to the fourth anniversary of
the Closing Date, with an interest rate of LIBOR plus 3.50%. The
Non-Conforming Tranche will mature on the earlier of (i) December
31, 2020, or (ii) the day prior to the date that is three years and
six months after the Closing Date, with an interest rate of LIBOR
plus 5.50%. The New LINN Exit Facility will contain a variety of
other terms and conditions including annual year-end borrowing base
redeterminations beginning April 1, 2018, conditions precedent to
funding, financial and other covenants, and certain representations
and warranties.
The Plan will provide for the establishment of a customary employee
incentive plan at the reorganized Company under which a pool of
equity having a value equal to (i) 8% of the equity value of the
reorganized LINN Debtors as of the Plan effective date (the
"Company Group Emergence Value") as follows: (A) 2.5% of the
Company Group Emergence Value in the form of restricted stock units
to be issued at emergence; (B) 1.5% of the Company Group Emergence
Value in the form of profits interests that will vest based on time
and performance; and (C) the remaining 4% of the Company Group
Emergence Value in a form of equity-based awards as determined by
the board of directors of the reorganized Company; and (ii) an
additional 2.0% of the Company Group Emergence Value, which will be
issued at emergence in the form of profits interests that vest once
the equity value of the reorganized LINN Debtors (as equitably
adjusted for subsequent contributions and distributions) is equal
to 1.5 times the Company Group Emergence Value.
The Restructuring Support Agreement obligates the LINN Debtors and
the Consenting Noteholders to, among other things, support and not
interfere with consummation of the Restructuring and, as to the
Consenting Noteholders, vote their claims in favor of the Plan. The
Restructuring Support Agreement may be terminated upon the
occurrence of certain events, including the failure to meet
specified milestones relating to the filing, confirmation, and
consummation of the Plan, among other requirements, and in the
event of certain breaches by the parties under the Restructuring
Support Agreement. The Restructuring Support Agreement is subject
to termination if the effective date of the Plan has not occurred
by March 1, 2017. There can be no assurances that the Restructuring
will be consummated.
A copy of the Restructuring Support Agreement is available at
https://is.gd/scLZOD
The Steering Committee of Ad Hoc Unsecured Noteholders consists
of:
* CCP Credit Acquisition Holdings, L.L.C.
* Fir Tree Inc.
* Marathon Asset Management, LP
* Nomura Corporate Research and Asset Management, Inc.
* P. Schoenfeld Asset Management, LP
* York Capital Management Global Advisors, LLC
A Consenting LINN Lender or a Transferee maybe reached through:
Wells Fargo Bank, N.A.
1000 Louisiana Street, 9th Floor
Houston, TX 77002
Attention: Patrick Fults
E-mail: patrick.j.fults@wellsfargo.com
- and -
Baker & McKenzie LLP
452 Fifth Avenue
New York, NY 10018
Attn: James Donnell
E-mail: james.donnell@bakermckenzie.com
- and -
Baker & McKenzie LLP
300 East Randolph Street
Chicago, IL 60601
Attn: Garry Jaunal
E-mail: garry.jaunal@bakermckenzie.com
A Consenting Creditor or a Transferee as the case may be reached:
O'Melveny & Myers LLP
7 Times Square
New York, NY 10036
Attn: John Rapisardi, Esq.
Joseph Zujkowski, Esq.
E-mail: jrapisardi@omm.com
jzujkowski.com
- and -
Milbank, Tweed, Hadley & McCloy LLP
28 Liberty Street
New York, NY 10005
Attn: Brian Kelly, Esq.
Michael W. Price, Esq.
E-mail: bkelly@milbank.com
mprice@milbank.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 Paul M. Basta, Esq., Stephen E. Hessler,
Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and
Joseph M. Graham, Esq., at 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. The Committee tapped Mark I. Bane, Esq., and Keith H.
Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as
investment banker. It also retained as Texas Oil & Gas Counsel,
John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan,
Esq., at Gardere Wynne Sewell LLP.
LINN ENERGY: Noteholders Agree to Backstop $530M Rights Offering
----------------------------------------------------------------
Linn Energy, LLC, LinnCo, LLC, an affiliate of the Company, certain
of the Company's direct and indirect subsidiaries and Berry
Petroleum Company, LLC, on Oct. 7, 2016, entered into a backstop
commitment letter with the parties thereto, pursuant to which the
Backstop Parties, which are also Consenting Noteholders under the
Restructuring Support Agreement, have agreed to backstop a $530
million new money investment in the LINN Debtors pursuant to the
Rights Offerings to be conducted in accordance with the Plan. The
Backstop Commitment Letter obligates the parties thereto to
negotiate in good faith and promptly enter into a long-form
backstop commitment agreement that definitively outlines the
Backstop Parties' commitment obligations on terms consistent with
the backstop term sheet attached to the Backstop Commitment
Letter.
As reported in today's Troubled Company Reporter, the LINN Debtors
also have entered into a restructuring support agreement with (i)
certain holders of the Company's 12% Senior Secured Second Lien
Notes due December 2020; and (ii) certain holders of the Company's
unsecured notes.
A copy of the Backstop Commitment Letter is available at
https://is.gd/22JfAG
According to the document, the UNSECURED BACKSTOP COMMITMENTS and
the SECURED BACKSTOP COMMITMENTS are both privileged and
confidential.
In accordance with the Plan, the Backstop Commitment Letter, the
Backstop Commitment Agreement, and certain Rights Offerings
procedures to be filed in the Chapter 11 Cases, the LINN Debtors
will offer eligible creditors, including the Backstop Parties, the
right to purchase shares of New Common Stock upon emergence from
the Chapter 11 Cases for an aggregate purchase price of $530
million. The Rights Offerings will consist of the following
offerings:
* Holders of Unsecured Notes shall be granted rights (the
"Unsecured Subscription Rights") entitling each such holder to
subscribe to the Rights Offering in an amount up to its pro rata
share of New Common Stock (the "Unsecured Rights Offering," and
such New Common Stock offered for purchase thereunder, the
"Unsecured Rights Offering Shares"), which Unsecured Rights
Offerings Shares, collectively, will reflect an aggregate purchase
price of $319,004,408 at the per share price set forth in the
Backstop Term Sheet.
* Holders of Second Lien Notes shall be granted rights (the
"Secured Subscription Rights") entitling each such holder to
subscribe to the Rights Offering in an amount up to its pro rata
share of New Common Stock (the "Secured Rights Offering," and such
New Common Stock offered for purchase thereunder, the "Secured
Rights Offering Shares"), which Secured Rights Offering Shares,
collectively, will reflect an aggregate purchase price of
$210,995,592 at the per share price set forth in the Backstop Term
Sheet.
Under the Backstop Commitment Letter, certain Backstop Parties have
agreed to purchase the Unsecured Rights Offering Shares and the
Secured Rights Offering Shares, as applicable, that are not duly
subscribed to pursuant to the Unsecured Rights Offering or the
Secured Rights Offering, as applicable, at the per share price set
forth in the Backstop Term Sheet by parties other than Backstop
Parties (the "Backstop Commitment").
The LINN Debtors will pay the Backstop Parties on the Plan
effective date a commitment premium equal to 4.0% of the $530
million committed amount (the "Backstop Commitment Premium"), of
which 3.0% will be paid in cash and 1.0% in the form of New Common
Stock at the discounted per share price set forth in the Backstop
Term Sheet. The Backstop Commitment Premium shall be fully earned
and nonrefundable as of the date of the Court order approving the
LINN Debtors' entry into the Backstop Commitment Agreement. All
amounts payable to the Backstop Parties in their capacities as such
for the Backstop Commitment Premium shall be paid pro rata based on
the amount of their respective backstop commitments on the Plan
effective date (as compared to the aggregate backstop commitment of
all Backstop Parties).
The rights to purchase New Common Stock in the Rights Offerings,
any shares issued upon exercise thereof, and all shares issued to
the Backstop Parties in respect of their backstop commitments
pursuant to the Backstop Commitment Premium, will be issued in
reliance upon the exemption from the registration requirements of
the securities laws pursuant to Section 1145 of the Bankruptcy
Code. All shares issued to the Backstop Parties pursuant to the
Backstop Commitment Agreement in respect of their Backstop
Commitment will be issued in reliance upon the exemption from
registration under the Securities Act of 1933 (the "Securities
Act") provided by Section 4(a)(2) thereof and/or Regulation D
thereunder. As a condition to the closing of the transactions
contemplated by the Backstop Commitment Letter and Backstop Term
Sheet, the Company will enter into a registration rights agreement
with the Backstop Parties entitling such Backstop Parties to
request that the Company register their securities for sale under
the Securities Act at various times.
The Backstop Parties' commitments to backstop the Rights Offerings,
and the other transactions contemplated by the Backstop Commitment
Letter and Backstop Term Sheet, are conditioned upon the
satisfaction of all conditions to the effectiveness of the Plan,
and other applicable conditions precedent set forth in the Backstop
Commitment Letter and Backstop Term Sheet, including the execution,
delivery, and Court approval of the Backstop Commitment Agreement.
The issuances of New Common Stock pursuant to the Rights Offerings
and the Backstop Commitment Agreement are conditioned upon, among
other things, confirmation of the Plan by the Court, and the Plan's
effectiveness upon the Company's emergence from its Chapter 11
Cases.
The Debtors have agreed to pay all reasonably incurred and
documented out-of-pocket fees and expenses of all of the attorneys,
accountants, other professionals, advisors, and consultants
incurred on behalf of the Ad Hoc Group of Unsecured Noteholders and
the Ad Hoc Group of Second Lien Noteholders whether incurred
directly by the relevant Noteholders or on behalf of the
Noteholders through the Indenture Trustee, including,
(i) in respect of the Ad Hoc Group of Unsecured Noteholders,
the fees and expenses of Milbank, Tweed, Hadley & McCloy LLP and
PJT Partners Inc., and
(ii) in respect of the Ad Hoc Group of Second Lien Noteholders,
the fees and expenses of O’Melveny & Myers LLP, Porter Hedges
LLP, Intrepid Financial Partners, L.L.C., and W.D. Von Gonten &
Co.
The Steering Committee of Ad Hoc Unsecured Noteholders consists
of:
* CCP Credit Acquisition Holdings, L.L.C.
* Fir Tree Inc.
* Marathon Asset Management, LP
* Nomura Corporate Research and Asset Management, Inc.
* P. Schoenfeld Asset Management, LP
* York Capital Management Global Advisors, LLC
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 Paul M. Basta, Esq., Stephen E. Hessler,
Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and
Joseph M. Graham, Esq., at 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. The Committee tapped Mark I. Bane, Esq., and Keith H.
Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as
investment banker. It also retained as Texas Oil & Gas Counsel,
John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan,
Esq., at Gardere Wynne Sewell LLP.
LONG BEACH HOMEMAKERS: Selling Businesses to Miriana for $100K
--------------------------------------------------------------
Long Beach Oxford Services, Inc. ("LBHI"), and Long Beach Oxford
Services, Inc. ("Services"), ask the U.S. Bankruptcy Court for the
Central District of California to authorize the sale of the LBHI
business and assets for $75,000 and the sale of the Services
business and assets for $25,000 to Miriana Care, LLC, subject to
higher and better offers.
A hearing on the Motion is set for Nov. 3, 2016 at 9:30 a.m.
The Debtors have entered into agreements for sale of their
operating businesses to Miriana which requires the Court approval
(including the appeal period running) by Nov. 21, 2016, excluding
the valuable accounts receivable of the two companies,
estimated/scheduled at $539,188. Miriana is apparently depositing
the aggregate $100,000 purchase price into escrow, the same week as
the filing of the Motion to approve the sale.
A copy of the Mariana agreements and the list of executory
contracts and cure amounts attached to the Motion is available for
free at:
http://bankrupt.com/misc/Long_Beach_97_Sales.pdf
The Debtors will have complied with the Motion for Approval of
Sales Procedures which Motion was granted on Oct. 4, 2016, and have
exposed the Debtors' businesses for sale, and invited other offers,
by both targeted and general business exposure, through letters
addressed to 69 other licensed Home Health Agencies and/or hospice
providers in Ventura, Los Angeles, Riverside, San Bernardino,
Orange and San Diego Counties; and by placing an advertisement in
the Business Opportunities Section of the Los Angeles Business
Journal editions published Oct. 10 and 17, 2016.
Bids in excess of $100,000 are and will be invited, accompanied by
a substantial deposit (in view of Miriana's agreed upon deposit of
$100,000) and proof of ability to pay the balance of the purchase
price immediately upon approval, and agreement to substantially
similar terms , e.g. no material contingencies, and exclusion of
accounts receivable. Any other offers (other than Miriana) should
be submitted no later than Oct. 27, 2016 and finalized not less
than 72 hours before the sale hearing, and if necessary, an auction
may be conducted at the sale hearing. If the Debtors received from
a qualified buyer other than Miriana, they will seek to conduct an
auction at the sale hearing on Nov. 3, 2016 to obtain a higher and
better purchase price.
The Debtors request the Court authorize the assumption of the
executory contracts and unexpired leases ("Contracts"), upon
payment of the proposed cure amounts, and proof of the successful
Buyer of adequate assurance of future performance of such
Contracts, and then the assignment of such Contracts to the
successful Buyer of the businesses and certain assets of the
Debtors, at closing of the sale. Provided however that Debtors
may, before or after such sale, determine to decline to assume or
assign, rescind such assumption and assignment, and reject any of
such Contracts, in their sole discretion.
About Long Beach Homemakers
Long Beach Homemakers Inc. and Long Beach Oxford Services Inc.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Case Nos. 16-21788 and 16-21789) on Sept. 2, 2016. The
petitions were signed by Robert Sobel, CEO.
The Debtors are represented by Jason Wallach, Esq., at Gipson
Hoffman & Pancione, APC, in Los Angeles, California.
The Debtors' cases are jointly administered.
At the time of the 2016 filing, Long Beach Homemakers disclosed
$577,000 in assets and $50.5 million in liabilities. Meanwhile,
Long Beach Oxford disclosed $93,400 in assets and $50.5 million in
liabilities.
Long Beach Homemakers, Inc., d/b/a Oxford Healthcare, previously
filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 15-20670) on
July 3, 2015, and was represented by Jeffrey B Smith, Esq., at
Curd, Galindo & Smith, LLP, in Long Beach, California. At the time
of the 2015 filing, the Debtor had $773,568 in total assets and
$1.2 million in total liabilities.
LOUIS SOLOMON WELTMAN: Plan Confirmation Hearing Nov. 16
--------------------------------------------------------
The Hon. Karen K. Specie of the U.S. Bankruptcy Court for the
Northern District of Florida has conditionally approved Louis
Solomon Weltman's amended disclosure statement dated Sept. 2, 2016,
describing the Debtor's plan of reorganization.
A confirmation hearing will be held on Nov. 16, 2016, at 1:30 p.m.,
Eastern Time. Objections to the confirmation must be filed seven
days before the hearing.
Objections to the Amended Disclosure Statement must be filed by
Nov. 9, 2016.
On or before Oct. 17, 2016, the Plan, the Amended Disclosure
Statement, ballot for accepting or rejecting the amended plan, and
the Oct. 5, 2016 court order conditionally approving the Amended
Disclosure Statement will be transmitted by mail by the attorney
for the proponent of the amended Plan sought to be confirmed to
creditors, equity security holders and other parties-in-interest.
The Troubled Company Reporter, on Sept. 27, 2016, reported that the
Debtor's first amended disclosure statement and plan of
reorganization proposes that Class 5 General Unsecured Claims is
impaired. The aggregate amount of the scheduled Class 5 claims is
$30,179,252.50.
The claims filed by Vizio, Inc., Amtran Technologies, PNC, and
Carole R. Korn against the Debtor are disallowed. Any judgments
entered against the Debtor by them are directed to be set aside as
void ab initio.
Pursuant to the settlement by and between the Debtor and U.S.
Bank,
N.A., as the indenture trustee, the Indenture Trustee will not
participate in any distributions pursuant to the treatment of its
claim as part of this Class 5.
Upon the Effective Date, the unsecured claimants in Class 5 will
share proportionately in the Debtor's income for each distribution
year during the distribution period, subject to the
limitations set forth in Section 6(b), subsections (i) through
(vii) income, as follows:
(i) income expressly includes any distributions to Weltman
from Losowe or Phoenix, whether in respect of Weltman's
capital accounts or the Weltman employment agreement as
the terms are used in this Disclosure Statement;
(ii) income expressly excludes any distributions of capital
from Highland related to Weltman's capital account, but
includes any distribution of income from Highland,
subject to the approval of the transfer of the membership
interests of Highland pursuant to the Plan;
(iii) aggregate distributions to the unsecured claimants by
Weltman will be limited during the distribution period to
$300,000;
(iv) exempt income amount will be exempt from distribution to
the unsecured claimants;
(v) for each distribution year, the Class 5 Claimants will be
distributed that percentage of income above the exempt
income amount as follows: Year 1, 5%; Year 2, 7.5%; Year
3, 10%; Year 4, 12.5%; and Year 5, 15%;
(vi) other than the Class 5 distribution participation, the
exempt income amount and the Class 5 distribution cap,
there will be no other limitation on the absolute dollar
amount of income to be distributed to the unsecured
claimants in any distribution year;
(vii) the Class 5 Claimants will be provided periodic
accounting reports by the Debtor's accountant in a form
and as frequently as the Debtor and the Class 5 claimants
agree.
Funds to be used to make cash payments under the Plan will derive
from the Debtor's cash on the Effective Date, income of the Debtor
and from minimal loans from NWJ Gator Investments, LLC, subject to
the resolution of the adversary proceeding.
The Disclosure Statement is available at:
http://bankrupt.com/misc/flnb14-40331-325.pdf
Louis Solomon Weltman filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Fla. Case No. 14-40331).
LOWELL & SONS: Wants to Use Up to $7,600 of Cash Collateral
-----------------------------------------------------------
Lowell & Sons, LLC asks the U.S. Bankruptcy Court District of
Oregon for authorization to use cash collateral.
The Debtor intends to use cash collateral, to fund its general
ongoing business operations, in the amount of $7,542.50. The
Debtor submitted a proposed budget projecting total monthly
operating expenses of $15,085.
The Debtor relates that it entered into certain Note agreements
with Riverview Community Bank and Mid-Columbia Economic Development
District, prior to the commencement of its Chapter 11 case, and
that they have security interests over the Debtor's real property
and the rents generated by the real property.
The Debtor proposes to provide replacement liens to its secured
creditors over the property of the Estate of the kind which
presently secure the indebtedness owed to Riverview Community Bank
and Mid-Columbia Economic Development District.
The Debtor contends that it currently has no alternative borrowing
source from which it could secure additional funding to operate its
business.
A preliminary hearing to consider approval of the Debtor's Motion
is scheduled on October 17, 2016 at 9:30 a.m.
A full-text copy of the Debtor's Motion, dated September 27, 2016,
is available at https://is.gd/b8IQC4
About Lowell & Sons, LLC
Lowell & Sons, LLC filed a Chapter 11 petition (Bankr. D. Or. Case
No. 16-33707), on September 27, 2016. The petition was signed by
Lorena N. Lowell, manager. The Debtor is represented by Theodore
J. Piteo, Esq. at Michael D. O'Brien & Associates, P.C. The case
is assigned to Judge Trish M Brown. The Debtor disclosed $2.52
million in total assets and $2.60 million in total liabilities.
A copy of the Debtor's list of 13 unsecured creditors is available
for free at http://bankrupt.com/misc/orb16-33707.pdf
LUKE'S INCORPORATED: Seeks to Hire Bruce Truesdale as Accountant
----------------------------------------------------------------
Luke's Incorporated seeks approval from the U.S. Bankruptcy Court
for the District of South Carolina to hire an accountant.
The Debtor proposes to hire Bruce Truesdale, a certified public
accountant, to prepare tax returns and provide other accounting
services in connection with its Chapter 11 case.
In a court filing, Mr. Truesdale disclosed that he is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Mr. Truesdale maintains an office at:
Bruce Truesdale
902 Redwood Lane
Chester, SC 29706
About Luke's Incorporated
Luke's Incorporated protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. S.C. Case No. 16-03362) on July 6, 2016. The
Debtor is represented by Robert H. Cooper, Esq., at The Cooper Law
Firm.
An official committee of unsecured creditors has not yet been
appointed in the Debtor's case.
LUVU BRANDS: Net Sales Up 52% Since 2011
----------------------------------------
An updated investor presentation for October 2016 was posted on
Luvu Brands' Web site at http://www.luvubrands.com/on Oct. 12,
2016, a copy of which is available for free at
https://is.gd/6fq55y
In the presentation, the Company said that since 2011, sales are up
52% and inventory is up 35%. Net sales were $16,826,000 in 2016,
compared with $11,080,000 in 2011. Average inventory was
$1,3754,000 in 2016, compared with $1,017,000 in 2011.
About Luvu Brands
Luvu Brands, Inc., formerly known as Liberator, Inc., is a
U.S.-based manufacturer that has built several brands in the
wellness, lifestyle and casual furniture and seating categories.
Its brands are headquartered in Atlanta in a 140,000 square foot
manufacturing facility.
Luvu Brands reported a net loss of $312,000 on $16.8 million of net
sales for the year ended June 30, 2016, compared to a net loss of
$474,000 on $15.6 million of net sales for the year ended
June 30, 2015.
As of June 30, 2016, Luvu Brands had $3.75 million in total assets,
$6.27 million in total liabilities and a total stockholders'
deficit of $2.52 million.
Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has a net
loss of $312,000, a working capital deficiency of $2.4 million, and
an accumulated deficit of $9.2 million. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
MANASOTA GROUP: Posts $10,637 Net Income for Q1 2014
----------------------------------------------------
Manasota Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing
net income of $10,637 on $37,801 of total operating income for the
three months ended March 31, 2014, compared to net income of $6,122
on $43,751 of total operating income for the three months ended
March 31, 2013.
As of March 31, 2014, Manasota had $1.52 million in total assets,
$1.55 million in total liabilities and a total shareholders'
deficit of $38,003.
As of March 31, 2014, the Company had a working capital deficiency
(total current liabilities -- which included $1,470,101 of the
principal of the Building Note -- in excess of total current
assets) of $1,518,539.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/VDOtVf
About Manasota Group
Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.
Goldstein Schechter Koch P.A., in Fort Lauderdale, Florida, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, noting that the
Company sold its significant operating asset and has subsequently
has had no operating activity and has a net capital deficiency
which raises substantial doubt about its ability to continue as a
going concern.
MANASOTA GROUP: Posts $270,000 Net Income for 2013
--------------------------------------------------
Manasota Group, Inc. filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$269,768 on $131,482 of total operating income for the year ended
Dec. 31, 2013, compared to net income of $35,440 on $175,004 of
total operating income for the year ended Dec. 31, 2012.
As of Dec. 31, 2013, Manasota had $1.53 million in total assets,
$1.58 million in total liabilities and a $48,640 total
shareholders' deficit.
Goldstein Schechter Koch P.A., in Fort Lauderdale, Florida, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013, citing that the
Company sold its significant operating asset and has subsequently
has had no operating activity and has a net capital deficiency
which raises substantial doubt about its ability to continue as a
going concern.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/Vc7sfy
About Manasota Group
Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.
For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $63,330 on $121,531 of total operating income as
compared with net income of $22,938 on $131,253 of total operating
income for the same period a year ago.
MANASOTA GROUP: Posts $6,779 Net Income for Q3 2014
---------------------------------------------------
Manasota Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $6,779 on $37,020 of total operating income for the three months
ended Sept. 30, 2014, compared to a net loss of $35,315 on $34,029
of total operating income for the three months ended Sept. 30,
2013.
For the nine months ended Sept. 30, 2014, the Company reported net
income of $23,891 on $111,841 of total operating income compared to
a net loss of $63,330 on $121,531 of total operating income for the
nine months ended Sept. 30, 2013.
As of Sept. 30, 2014, Manasota had $1.50 million in total assets,
$1.53 million in total liabilities and a total shareholders'
deficit of $24,749.
As of Sept. 30, 2014, the Company had a working capital deficiency
(total current liabilities -- which included $1,456,684 of the
principal of the Building Note -- in excess of total current
assets) of $1,513,901.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/wCe1CQ
About Manasota Group
Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.
Goldstein Schechter Koch P.A., in Fort Lauderdale, Florida, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, noting that the
Company sold its significant operating asset and has subsequently
has had no operating activity and has a net capital deficiency
which raises substantial doubt about its ability to continue as a
going concern.
MANASOTA GROUP: Posts $7,883 Net Income for Q2 2015
---------------------------------------------------
Manasota Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $7,883 on $38,154 of total operating income for the three months
ended June 30, 2015, compared to net income of $6,475 on $37,020 of
total operating income for the three months ended June 30, 2014.
For the six months ended June 30, 2015, the Company reported net
income of $16,008 on $76,307 of total operating income compared to
net income of $17,112 on $74,820 of total operating income for the
six months ended June 30, 2014.
As of June 30, 2015, Manasota had $1.47 million in total assets,
$1.49 million in total liabilities and a total shareholders'
deficit of $15,224.
As of June 30, 2015, the Company had a working capital deficiency
(total current liabilities -- which included $1,435,164 of the
principal of the Building Note -- in excess of total current
assets) of $1,487,274.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/f9PBnT
About Manasota Group
Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.
Goldstein Schechter Koch P.A., in Fort Lauderdale, Florida, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, noting that the
Company sold its significant operating asset and has subsequently
has had no operating activity and has a net capital deficiency
which raises substantial doubt about its ability to continue as a
going concern.
MANASOTA GROUP: Posts $8,126 Net Income for Q1 2015
---------------------------------------------------
Manasota Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $8,126 on $38,154 of total operating income for the three months
ended March 31, 2015, compared to net income of $10,637 on $37,801
of total operating income for the three months ended March 31,
2014.
As of March 31, 2015, Manasota had $1.48 million in total assets,
$1.51 million in total liabilities and a total shareholders'
deficit of $23,127.
As of March 31, 2015, the Company had a working capital deficiency
(total current liabilities -- which included $1,442,219 of the
principal of the Building Note -- in excess of total current
assets) of $1,501,229.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/hv6x0c
About Manasota Group
Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.
Goldstein Schechter Koch P.A., in Fort Lauderdale, Florida, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, noting that the
Company sold its significant operating asset and has subsequently
has had no operating activity and has a net capital deficiency
which raises substantial doubt about its ability to continue as a
going concern.
MANASOTA GROUP: Reports $17,000 Net Income for 2014
---------------------------------------------------
Manasota Group, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$17,389 on $148,860 of total operating income for the year ended
Dec. 31, 2014, compared to net income of $269,768 on $131,482 of
total operating income for the year ended Dec. 31, 2013.
As of Dec. 31, 2014, Manasota had $1.49 million in total assets,
$1.52 million in total liabilities and a total shareholders'
deficit of $31,251.
Goldstein Schechter Koch P.A., in Fort Lauderdale, Florida, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, noting that the
Company sold its significant operating asset and has subsequently
has had no operating activity and has a net capital deficiency
which raises substantial doubt about its ability to continue as a
going concern.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/uTJuWp
About Manasota Group
Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.
MANASOTA GROUP: Reports $534K Net Income for Q3 2015
----------------------------------------------------
Manasota Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $534,140 on $99 of total income for the three months ended Sept.
30, 2015, compared to net income of $6,779 on $60 of total income
for the three months ended Sept. 30, 2014.
For the nine months ended Sept. 30, 2015, Manasota reported net
income of $550,148 on $265 of total income compared to net income
of $23,891 on $176 of total income for the nine months ended
Sept. 30, 2014.
As of Sept. 30, 2015, the Company had $548,386 in total assets,
$29,490 in total liabilities and $518,896 in total shareholders'
equity.
As of Sept. 30, 2015, the Company had a working capital excess of
$518,396.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/LwDVfQ
About Manasota Group
Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.
Goldstein Schechter Koch P.A., in Fort Lauderdale, Florida, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, noting that the
Company sold its significant operating asset and has subsequently
has had no operating activity and has a net capital deficiency
which raises substantial doubt about its ability to continue as a
going concern.
MANASOTA GROUP: Reports $6,475 Net Income for Q2 2014
-----------------------------------------------------
Manasota Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $6,475 on $37,020 of total operating income for the three months
ended June 30, 2014, compared to a net loss of $34,137 on $43,751
of total operating income for the three months ended June 30,
2013.
For the six months ended June 30, 2014, the Company reported net
income of $17,112 on $74,820 of total operating income compared to
a net loss of $28,014 on $87,502 of total operating income for the
six months ended June 30, 2013.
As of June 30, 2014, Manasota had $1.51 million in total assets,
$1.54 million in total liabilities and a total shareholders'
deficit of $31,528.
As of June 30, 2014, the Company had a working capital deficiency
(total current liabilities -- which included $1,463,440 of the
principal of the Building Note -- in excess of total current
assets) of $1,525,741.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Nk0iJm
About Manasota Group
Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.
Goldstein Schechter Koch P.A., in Fort Lauderdale, Florida, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, noting that the
Company sold its significant operating asset and has subsequently
has had no operating activity and has a net capital deficiency
which raises substantial doubt about its ability to continue as a
going concern.
MANUEL BABILONIA: Stipulation With BofA, Sale May Impact Value
--------------------------------------------------------------
Manuel Babilonia and Mirta Cortes fine-tuned their Disclosure
Statement ahead of a hearing scheduled for Oct. 26, 2016.
The holders of unsecured claims may receive any dividends or
payment in the plan from proceeds generated from the normal course
of operation of Debtor's hostel Business, Home Away income and
other income. The Debtor will dedicate all available income to pay
unsecured claims after operating expenses and payment to secured
claimants. General unsecured creditors are impaired under the
Plan, and thus have a right to vote in favor or against the Plan.
The Amended Disclosure Statement notes of an ALTERNATIVE SCENARIO,
once the matter regarding the payment to the secured claimant Banco
Popular, be, through the reduction of the secured claims due to the
sale of all or certain of the properties encumbered or the
acceptance of the properties in payment of the allowed secured
claim. The unsecured creditors will receive dividend payments from
the Debtor's salary and the proceeds from the Hostel Business.
According to the Liquidation Analysis, the liquidation value of the
Estate is $4,000,000. This Liquidation Analysis may change
substantially depending on the outcome of the terms of the
stipulation with Banco Popular and if the properties are sold or
turnover. Upon the sale or turnover of any of the properties
Debtor, will submit a Liquidation Analysis that will reflect the
changes in the value of the Estate and its effect on distribution
to unsecured claimants.
The Debtors disclosed total assets of $5,620,000. The Debtor
disclosed only total liabilities of $1,559,766, with unsecured
claims totaling $63,182.
A copy of the Amended Disclosure Statement is available for free
at:
http://bankrupt.com/misc/prb16-01148_Am_DS_Babilonia.pdf
About Manuel Babilonia
Manuel Babilonia and Mirta Cortes manage a motel business which is
incorporated and doing business as Motel Tropical Inc., a related
entity that filed for relief on Feb. 11, 2016 (Bankr. D.P.R. Case
No. 16-00966). There is also another related entity which filed
for protection B & D Enterprises S.E. (Bankr. D.P.R. Case No.
16-00978). Ms. Cortes presently rents out her home under the Home
Away programs. In it personal capacity Mr. Babilonia also has a
Hostel comprising of six rooms which are rented on short term
basis.
Following a foreclosure proceeding filed by Banco Popular, Mr.
Babilonia and Mirta Cortes filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 16-01148) on Feb. 18, 2016.
The Debtor's counsel, Garcia-Arregui & Fullana PSC, was appointed
per order dated April, 22, 2016.
The 11 U.S.C. Sec. 341 hearing was held and closed on April 12,
2016.
MASTROIANNI BROS: Seeks to Hire LCS&Z as Accountant
---------------------------------------------------
Mastroianni Bros., Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of New York to hire an accountant.
The Debtor proposes to hire LCS&Z, LLP to prepare its 2015 tax
returns and provide other related services. The firm will receive
a fee in the amount of $5,000.
William Lutz, a senior partner at LCS&Z, disclosed in a court
filing that the firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
LCS&Z can be reached through:
William Lutz
LCS&Z, LLP
33 Century Hill Drive
Latham, NY 12110
Phone: (518) 783-7200/(800) 449-9272
Fax: (518) 783-7385
About Mastroianni Bros.
Mastroianni Bros., Inc., doing business as Mastroianni Bakery,
sought Chapter 11 protection (Bankr. N.D.N.Y. Case No. 16-11536) on
Aug. 25, 2016. The Debtor estimated assets and liabilities in the
range of $500,001 to $1,000,000. The Debtor tapped Richard L.
Weisz, Esq. at Hodgson Russ LLP as counsel. The petition was
signed by Nathaniel Daffner, director.
MOUSSIE PROCESSING: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
-----------------------------------------------------------------
The United States Trustee, Judy A. Robbins, moves the United States
Bankruptcy Court for the Southern District of West Virginia to
direct the appointment of a Chapter 11 Trustee for Moussie
Processing, LLC.
Dennis Ray Johnson filed a voluntary Chapter 11 petitions for the
Debtor on May 18, 2016. The only cases in which Schedules and a
Statement of Financial Affairs have been filed are Mr. Johnson’s
individual case and The Silo Golf Course, LLC. Despite the requests
from the U.S. Trustee for schedules and a Statement of Financial
Affairs, no schedules have been filed in the other cases, including
that of the Debtor.
The U.S. Trustee has established cause for the appointment of a
Chapter 11 Trustee. There has been a failure of current management
to file schedules, Statements of Financial Affairs, banking
information, monthly financial reports, and other information
requested by parties in interest. The motion provides that, because
of the failure to file the documents that are required by the Code
and the bankruptcy rules, the administration of the cases has been
thwarted such that creditors may be harmed without further remedy.
The U.S. Trustee finds that any of the Debtor's failures would be
grounds for a dismissal of the cases. Dismissal, however, does not
appear to be in the best interest of the parties. The appointment
of a chapter 11 trustee is in the best interests of creditors. In
the case, a trustee can determine which cases have assets and which
cases should be converted or dismissed. There are, according to the
Bank, potential causes of action that creditors may have against
the management. Therefore the U.S. Trustee moved that an
independent fiduciary is the only remedy for creditors in the
cases.
About Moussie Processing
Moussie Processing, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of West Virginia
(Huntington) (Case No. 16-30248) on May 18, 2016.
The petition was signed by Dennis Johnson, president. The case is
assigned to Judge Frank W. Volk.
The Debtor estimated assets of $1 million to $10 million and debts
of $0 to $50,000.
Mr. Johnson is a businessman with ownership interests in at least
10 entities. He operates various rental real estate entities and
coal associated operations. Mr. Johnson is a member of each of the
following debtor companies -- Appalachian Mining and Reclamation,
LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and Processing,
LLC, Green Coal, LLC, Joint Venture Development, LLC, Little
Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal, Inc.,
Producer's Land, LLC, Redbud Dock, LLC, Southern Marine Services,
LLC, Southern Marine Terminal, LLC, and The Silo Golf Course, LLC
-- and has filed a motion asking the Bankruptcy Court to jointly
administer the bankruptcy cases. Mr. Johnson is also a guarantor of
the debt for most of the companies.
MURDOCK EMPIRE: Taps Andante Law Group as Legal Counsel
-------------------------------------------------------
Murdock Empire Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to hire Andante Law Group, PLLC.
Andante will serve as the Debtor's legal counsel in connection with
its Chapter 11 case. The services to be provided by the firm
include preparing pleadings, negotiating with creditors, and
assisting the Debtor in complying with the U.S. trustee's
guidelines.
Andante does not represent or hold any interest adverse to the
Debtor's estate, and is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joseph E. Cotterman, Esq.
Brian M. Blum, Esq.
Andante Law Group, PLLC
Scottsdale Financial Center I
4110 North Scottsdale Road, Suite 330
Scottsdale, AZ 85251
Phone: (480) 421-9449
Fax: (480) 522-1515
Email: joe@andantelaw.com
Email: brian@andantelaw.com
About Murdock Empire Group
Murdock Empire Group, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-11113) on
September 28, 2016.
NAVISTAR INTERNATIONAL: Hotchkis Reports 7.1% Stake as of Sept. 30
------------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Hotchkis and Wiley Capital Management, LLC disclosed
that as of Sept. 30, 2016, it beneficially owns 5,798,651 shares of
common stock of Navistar International Corp. representing 7.08
percent of the shares outstanding. Hotchkis and Wiley Mid-Cap
Value Fund also reported 2,987,500 common shares. A full-text copy
of the regulatory filing is available at https://is.gd/uBEy31
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
As of July 31, 2016, Navistar had $5.71 billion in total assets,
$10.85 billion in total liabilities and a total stockholders'
deficit of $5.13 billion.
* * *
In the July 22, 2015, edition of the TCR, Moody's Investors Service
affirmed Navistar International Corporation's Corporate Family
Rating at B3 and assigned a Ba3 rating to Navistar, Inc.'s new
$1.04 billion senior secured term loan due 2020.
Navistar carries a 'CCC' Issuer Default Ratings from Fitch
Ratings.
As reported by the TCR on Sept. 13, 2016, S&P Global Ratings placed
its ratings, including the 'CCC+' corporate credit ratings, on
Navistar International Corp. and its subsidiary Navistar Financial
Corp. on CreditWatch with positive implications.
NEVADA GAMING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nevada Gaming Partners, LLC
dba Nevada Gaming Partners Management II, LLC
dba Nevada Gaming Centers
dba Nevada Gaming Partners Management II
dba Sarah's Kitchen
dba Nevada Gaming Partners
dba Evolve Gaming Management
dba Klondike Sunset Casino
5520 Stephanie Street
Las Vegas, NV 89122
Case No.: 16-15521
Nature of Business: Gaming
Chapter 11 Petition Date: October 12, 2016
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon Laurel E. Davis
Debtor's Counsel: Brett A. Axelrod, Esq.
FOX ROTHSCHILD LLP
1980 Festival Plaza Drive Ste 700
Las Vegas, NV 89135
Tel: (702) 262-6899
Fax: (702) 597-5503
E-mail: baxelrod@foxrothschild.com
- and -
Micaela Rustia Moore, Esq.
FOX ROTHSCHILD LLP
1980 Festival Plaza Drive, Ste 700
Las Vegas, NV 89135
Tel: (702) 262-6899
Fax: (702) 597-5503
E-mail: mmoore@foxrothschild.com
Debtor's
Conflicts
Counsel: THE BACH LAW FIRM, LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bruce Familian, manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb16-15521.pdf
NEWLEAD HOLDINGS: KCG Stake Down to 0.59% as of Sept. 30
--------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, KCG Americas LLC disclosed that as of Sept. 30, 2016,
it beneficially owns 367,551 shares of common stock of NewLead
Holdings, Ltd., representing 0.59% based on outstanding shares
reported on the Company's 20-F filed with the SEC for the period
ended Dec. 31, 2015. A full-text copy of the regulatory filing is
available for free at https://is.gd/b3V70c
About NewLead Holdings Ltd.
NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an
international, vertically integrated shipping company that owns and
manages product tankers and dry bulk vessels. NewLead currently
controls 22 vessels, including six double-hull product tankers and
16 dry bulk vessels of which two are newbuildings. NewLead's
common shares are traded under the symbol "NEWL" on the NASDAQ
Global Select Market.
NewLead Holdings reported a net loss attributable to the Company's
common shareholders of US$97.1 million on US$27.8 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
attributable to Holdings' common shareholders of US$100 million on
US$12.07 million of revenues for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, NewLead had US$122 million in total assets,
US$297 million in total liabilities, and a total shareholders'
deficit of US$175 million.
EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has incurred a net
loss and utilized cash in operating activities for the year ended
December 31, 2015 and as of December 31, 2015, has both a working
capital deficiency and shareholders' deficit and, in addition, is
in default on a significant portion of its outstanding obligations.
All such events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.
NORMAN EDWARD MCMAHON: Amends Liquidation Analysis
--------------------------------------------------
Norman Edward McMahon filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania an amended disclosure statement in
reference to his second amended plan of reorganization where the
Debtor proposed to refinance the National Capital Management Beach
RE, or, if unsuccessful in refinancing, to sell the Beach RE. The
Debtor also made certain revisions to the prior Disclosure
Statement requested by the U.S. Trustee.
The Debtor said that he has filed certificates of no objections to
the motions to modify the automatic stay to avoid the judicial
liens against his properties and an objection to the proof of claim
filed by ESSA, the latter of which listed for a hearing on November
2, 2016.
On September 28, 2016, the Court entered orders granting the lien
avoidance motions, indicated an intention to grant the motion to
sell the Business Property, which was entered on October 4, 2016,
directed the Debtor to amend the Disclosure Statement to add
reference to the impact of Section 1129(a)(15) of the Bankruptcy
Code, and rescheduled the hearing on the Disclosure Statement until
October 5.
The Debtor amended the Disclosure Statement on September 29, 2016,
to rectify this deficiency. A full-text copy of the Amended
Disclosure Statement dated September 29, 2016, is available at
https://is.gd/UrGEGV
On October 5, 2016, the Court directed the Debtor to further amend
the Disclosure Statement to amend the Liquidation Analysis and
rescheduled the Disclosure Statement hearing until October 13. A
full-text copy of the Second Amended Disclosure Statement dated
October 7, 2016, is available at:
http://bankrupt.com/misc/paeb16-11874-132.pdf
About Norman Edward McMahon
Norman Edward McMahon filed a Chapter 13 bankruptcy petition
(Bankr. E.D. Penn. Case No. 16-11874) on March 18, 2016. The case
was later converted to Chapter 11. The Debtor is the owner and
president of Payall Solutions, LLC, a payroll processing firm. The
Debtor is represented by David A. Scholl, Esq., in Philadelphia,
PA.
NORTH BEACHES PHARMACY: Hires Burgess LLC as Counsel
----------------------------------------------------
North Beaches Pharmacy, Inc., seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ The
Law Offices of Jason A. Burgess, LLC as counsel to the Debtor.
North Beaches requires Burgess LLC to:
a. give advice to the Debtor with respect to its powers and
duties as debtor-in-possession and the continued management
of its business;
b. advise the Debtor with respect to its responsibilities in
complying with the US Trustee's Operating Guidelines and
Reporting Requirements and with the Local Rules of the
Court;
c. prepare motions, pleadings, orders, applications,
disclosure statements, plans of reorganization, commence
adversary proceedings, and prepare other such legal
documents necessary in the administration of this case;
d. protect the interest of the Debtor in all matters pending
before the Court; and
e. represent the Debtor in negotiations with their creditors
and in preparation of the disclosure statement and plan of
reorganization.
Burgess LLC will be paid at these hourly rates:
Attorney $295
Paralegal $75
Burgess LLC will be paid a retainer in the amount of $7,500.
Burgess LLC will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jason A. Burgess, member of The Law Offices of Jason A. Burgess,
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.
Burgess LLC can be reached at:
Jason A. Burgess, Esq.
THE LAW OFFICES OF JASON A. BURGESS, LLC
1855 Mayport Road
Atlantic Beach, FL 32233
Tel: (904) 372-4791
Fax: (904) 853-6932
About North Beaches Pharmacy
North Beaches Pharmacy, Inc. filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 16-03618) on Sept. 28, 2016. The Hon.
Jerry A. Funk presides over the case.
NORTH BEACHES PHARMACY: Hires Roth Law Firm as Special Counsel
--------------------------------------------------------------
North Beaches Pharmacy, Inc., seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Roth
Law Firm as counsel to the Debtor.
North Beaches requires Roth Law Firm to:
a. prosecute breach of contract actions and related actions
against certain potential creditors of the estate,
including but not limited to Robert Michael Poland; and
b. advise and potentially prosecute and defend the Debtor on
pending state court actions against the Debtor.
Roth Law Firm will be paid at these hourly rates:
Jean B. Roth $240
Paralegal $100
Roth Law Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jean B. Roth, member of the Roth Law Firm, 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 Debtor and its estates.
Roth Law Firm can be reached at:
Jean B. Roth, Esq.
ROTH LAW FIRM
234 Canal Blvd., Suite 2
Ponte Vedra Beach, FL 32082
Tel: (904) 595-7900
About North Beaches Pharmacy
North Beaches Pharmacy, Inc. filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 16-03618) on Sept. 28, 2016. The Hon.
Jerry A. Funk presides over the case.
OPTIMA SPECIALTY: S&P Lowers CCR to 'CCC-', Outlook Negative
------------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Optima Specialty Steel Inc. to 'CCC-' from 'CCC'. The outlook is
negative.
At the same time, S&P lowered its issue-level rating on the
company's secured debt to 'CCC+' from 'B-' and its unsecured debt
to 'C' from 'CC'. The recovery rating on the company's secured
debt remains '1', indicating S&P's expectation of very high (90% to
100%) recovery in the event of a payment default. The recovery
rating on the company's unsecured debt remains '6', indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.
"The negative outlook reflects our view that Optima may face a
default, a distressed exchange, or similar restructuring in the
next six months if it is unable to refinance its debt," said S&P
Global Ratings credit analyst Vania Dimova.
S&P could lower the rating to 'CC' if by Oct. 31, 2016, the company
has not been able to refinance its debt or has engaged in an
distressed exchange. S&P could lower the rating if the company
announced it will miss an interest payment even though it is still
current on its debt.
S&P could revise the outlook to stable if the company refinances
its debt by Oct. 31, 2016, and S&P considers liquidity to be
adequate. S&P could raise the rating out of the 'CCC' category if
it no longer considers the capital structure unsustainable.
PARKSIDE INC: Unsecured Creditors to Get 10% Under Plan
-------------------------------------------------------
According to its Second Amended Disclosure Statement, Parkside,
Inc., is seeking confirmation of a Chapter 11 Plan that says
unsecured creditors owed $411,359 will recover 10 cents on the
dollar.
Unsecured creditors will receive annual payments for five years,
beginning on August 2017, for a total payout of $41,136:
* Year 1: $4,114 (10%)
* Year 2: $8,227 (20%)
* Year 3: $8,227 (20%)
* Year 4: $10,284 (25%)
* Year 5: $10,284 (25%)
The Plan proposes to pay secured claims, administrative and
priority claims over a 5-year period.
The Plan proposes to pay creditors from an infusion of capital
through donations and grants, cash flow from operations, and future
income from reorganized and increased program offerings.
A copy of the Second Amended Disclosure Statement filed Sept. 27,
2016, is available for free at:
http://bankrupt.com/misc/mab15-12723_87_2nd_DS_Parkside.pdf
About Parkside Inc.
Parkside, Inc. doing business as Parkside Christian Academy is a
non-profit corporation that has been in the business of private
education since Nov. 25, 1977.
Parkside, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 15-12723) on July 9,
2015. The case is assigned to Judge Frank J. Bailey.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $500,001 to $1 million.
The Debtor is represented by:
Denzil D. McKenzie, Esq.
McKenzie & Associates, P.C.
183 State Street, Suite 6
Boston, MA 02109
Tel: (617) 723-0400
Fax: (617) 723-7234
E-mail: dmckenzie@mckenzielawpc.com
PARTY CITY: S&P Affirms 'B+' CCR, Outlook Stable
------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
'B+' Elmsford, N.Y.-based Party City Holdings Inc. The outlook is
stable.
S&P also affirmed the issue-level rating on the term loan at 'B+'
and revised the recovery rating to '3', indicating its expectation
of meaningful recovery (50%-70%, at the low end of the range) in
the event of a default, from '4'. S&P also affirmed the
issue-level rating on the senior notes at 'B-' with a '6' recovery
rating, indicating S&P's expectation of negligible recovery
(0%-10%).
"The affirmation reflects our view that although the repricing
results in modest improvement in interest expense and coverage
ratios, it will not have a material impact on credit metrics as the
transaction will be leverage-neutral," said S&P Global Ratings
credit analyst Andrew Bove. "We believe this transaction reflects
the company's success at building a vertically integrated business
model, brand awareness, and customer loyalty. The company's
management team has demonstrated a solid understanding of the party
goods industry, and has consistently delivered merchandise
selection and customer experience that are appealing for its
customers."
S&P Global Ratings' assessment of Party City reflects S&P's view of
the company's ability to grow market share through new store
openings and acquisitions, as well as maintain its good
profitability by continuing to leverage its vertically integrated
model. S&P believes Party City has a leading market position in
the highly fragmented, seasonal party supply industry, which is
characterized by competition from regional chains, discounters, and
e-commerce retailers. Company operating performance has remained
good over the past 12 months, with positive same-store sales growth
and modest margin expansion resulting in continued EBITDA growth.
S&P assumes debt repayment, reinvesting back into the business, and
making small tuck-in acquisitions will be the main uses of cash
flow over the next 12-24 months. As a result, S&P expects
operating performance to continue to be positive, and credit
metrics will continue to improve.
The stable outlook reflects S&P's expectation that operating
performance will remain good over the next 12 months due to
effective marketing, good brand awareness and customer loyalty, and
increased share of shelf. S&P also believes credit metrics will
further improve in fiscal 2016, including debt to EBITDA in the
mid- to high 4.0x range.
S&P could consider a positive rating action if the company
continues to grow EBITDA and repay debt, resulting in leverage
below 4.0x on a sustained basis while maintaining adequate
liquidity. This could happen if revenues increase in the
high-single digits and gross margin expands 100 basis points (bps)
driven by strong performance for its key Halloween season, coupled
with moderate debt repayment. Stronger-than-expected operating
performance and cash flows could also result in more meaningful
debt repayment than S&P assumes in its base-case forecast, further
improving the company's credit profile. Under this scenario, S&P
would also believe the risk of the company re-leveraging is minimal
and that the financial sponsors (who currently own 73% of the
company) will further reduce their ownership stake over the
intermediate-term.
S&P could consider a negative rating action if operating
performance is meaningfully below S&P's expectations due to
increased competition from online retailers and consumer becoming
more cautious with spending on discretionary purchases. Under this
scenario, sales would decline in the low-single digits and gross
margin would contract by 100 bps, leading to leverage remaining in
the low-5.0x area and FFO to debt in the 11% area. S&P could also
take a negative rating action if financial policy becomes more
aggressive, resulting in higher debt levels and weaker credit
metrics.
PETERS MACHINE: Seeks to Hire Darryl Allen as Accountant
--------------------------------------------------------
Peters Machine, Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of Illinois to hire an accountant.
The Debtor proposes to hire Darryl Allen, a certified public
accountant employed with DAAS Inc.
Mr. Allen will assist the Debtor in securing financing as part of
its plan of reorganization, give advice regarding the tax
consequences of its plan, and prepare its tax returns.
The Debtor proposes to pay the firm $1,600 to prepare the tax
returns, and a monthly fee of $450 for the other services.
Mr. Allen does not have any connection with the Debtor or any of
its creditors, according to court filings.
About Peters Machine
Peters Machine, Inc., based in Decatur, IL, filed a Chapter 11
petition (Bankr. C.D. Ill. Case No.: 16-71534) on September 20,
2016. The Hon. Mary P. Gorman presides over the case. Jonathan A
Backman, Esq., at Law Office of Jonathan A. Backman, as bankruptcy
counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Jerald L.
Nelson, president.
No official committee of unsecured creditors has been appointed in
the case.
PETROQUEST ENERGY: MacKay Shields Holds 7.7% Stake as of Sept. 30
-----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, MacKay Shields LLC disclosed that as of Sept. 30, 2016,
it beneficially owns 1,631,635 shares of common stock of PetroQuest
Energy Inc. representing 7.7 percent of the shares outstanding. A
full-text copy of the regulatory filing is available for free at
https://is.gd/R7Tj4b
About PetroQuest
PetroQuest Energy, Inc. is an independent energy company engaged in
the exploration, development, acquisition and production of oil and
natural gas reserves in East Texas, Oklahoma, South Louisiana and
the shallow waters of the Gulf of Mexico. PetroQuest's common
stock trades on the New York Stock Exchange under the ticker PQ.
As of June 30, 2016, Petroquest had $209 million in total assets,
$433 million in total liabilities, and a total stockholders'
deficit of $225 million.
In its quarterly report for the period ending June 30, 2016, the
Company stated, "Our substantially decreased level of capital
spending has had and is expected to continue to have a negative
impact on our production and cash flow from operating activities.
We expect production to continue to decline throughout 2016 and
when combined with current commodity prices and our existing cost
structure, including 10% interest expense on the $280 million of
debt represented by our 2017 Notes and 2021 Notes, we believe that
we will continue to incur significant losses and negative cash flow
from operating activities for the remainder of 2016. In addition,
$136 million of the indebtedness represented by our 2017 Notes will
mature on September 1, 2017 and would be reflected as a current
liability on our September 30, 2016 balance sheet if not refinanced
prior to the filing of our Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2016, which would raise
substantial doubt about our ability to continue as a going
concern," the Company stated in its quarterly report for the period
ended June 30, 2016.
"We are evaluating additional sources of liquidity including asset
sales, joint ventures, exchange offers and alternative financing
arrangements to replace the Credit Agreement, but there is no
assurance that these sources will provide sufficient, if any,
incremental liquidity. We are also evaluating various options to
address the September 2017 maturity of our 2017 Notes as well as
assessing our overall capital structure. These options include
additional public or private exchanges of 2017 Notes for new
secured debt and/or common stock, refinancing the 2017 Notes with
unsecured debt and/or common stock as well as a broader
restructuring of our 2017 and 2021 Notes. To assist the Board of
Directors and management team in evaluating these options, we have
retained Jefferies LLC and Seaport Global as our financial advisors
and Porter Hedges LLP as our legal advisor. There is no assurance
that any refinancing or debt or equity restructuring will be
possible or that additional equity or debt financing can be
obtained on acceptable terms, if at all. If we are unable to
improve our liquidity position, and refinance or restructure our
debt, we may seek bankruptcy protection to continue our efforts to
restructure our business and capital structure. As a part of that
process, we may have to liquidate our assets and may receive less
than the value at which those assets are carried on our
consolidated financial statements."
* * *
As reported by the TCR on Oct. 11, 2016, S&P Global Ratings
lowered its corporate credit rating on Lafayette, La.-based
PetroQuest Energy Inc. to 'SD' from 'CC'.
PetroQuest Energy carries a Caa3 corporate family rating from
Moody's Investors Service.
PICO HOLDINGS: UCP CEO Dustin Bogue Sells Thousands of Shares
-------------------------------------------------------------
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 $662 million in assets and $426 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 since UCP's IPO in July 2013, CEO Dustin
Bogue has been a net seller of thousands of shares. Given his
constantly declining economic interest in UCP, the bloggers
question Mr. Bogue's incentive to create value for shareowners.
According to the bloggers, "Following the IPO, Mr. Bogue unloaded
thousands of UCP shares at high prices. As UCP's results collapsed,
Mr. Bogue continued to sell thousands of shares. Below we show Mr.
Bogue's UCP share activity. On several occasions, Mr. Bogue
delivered shares to pay for the exercise price or the tax liability
related to share awards or share sales. We include these shares as
'sold,' as they were used to extinguish an economic liability."
Mr. Bogue has only purchased UCP shares once: On November 24, 2014
-- 4,350 UCP shares at $11.81, for a total cost of $51,374.
On July 23, 2013, concurrent with the IPO, Mr. Bogue was granted
166,667 restricted stock units (to be exchanged for Class A
shares), which vested in thirds on December 31, 2013, July 23, 2014
and July 23, 2015.
The bloggers show Mr. Bogue's UCP share sales from IPO to the
present:
Date # Shares Price Est. Proceeds
------- -------- ----- -------------
Jan '14 55,555 $14.70 $817,000
Jul '14 28,990 $12.16 $353,000
Aug '14 26,566 $13.00 $345,000
Feb '15 847 $9.05 $8,000
Jul '15 20,878 $7.18 $150,000
Nov '15 40,000 $7.70 $308,000
Feb '16 1,679 $5.96 $10,000
Totals 174,515 $1,991,000
According to the bloggers, "Sharp readers will note that our '#
Shares' tally exceeds Mr. Bogue's original grant. On February 26,
2014, Mr. Bogue was awarded another parcel of 74,211 RSUs and stock
options."
"While trashing UCP's stock down from $15 per share to its current
price of $8.70, a loss of 42% in three years, Mr. Bogue has reaped
almost $2 million in proceeds from share sales. Assuming 19 million
UCP shares, Mr. Bogue has destroyed $120 million in shareholder
value while enriching himself by $4.2 million ($500,000 annual base
salary plus a $250,000 bonus in 2014 and a $200,000 bonus in 2016).
Mr. Bogue has prospered while all other shareholders, including
PICO Holdings, have suffered.
Michael Cortney is Chairman of the UCP Compensation Committee.
Fellow Comp Committee members are Peter H. Lori and John Hart. We
have no idea why Messrs. Cortney, Lori and Juicer awarded Mr. Bogue
a $200,000 bonus in 2015, given that UCP's stock price declined
from $10 to $7. Perhaps the UCP Compensation Committee feels that
increased revenue outweighs a value destructive 3% return on
equity.
The few good Directors on the PICO Board need to play a more active
role in their investee. The UCP Board is in need of adult
supervision. We believe that, before any 2016 compensation
decisions are made, Juicer needs to be removed from the UCP
Compensation Committee - and from the Board entirely. UCP
shareowners deserve better. PICO and its shareowners will be better
off as well."
PRODUCTION PEOPLE: Plan Confirmation Hearing on Nov. 10
-------------------------------------------------------
The Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia has conditionally approved Production
People LLC's disclosure statement dated Aug. 26, 2016, describing
the Debtor's plan of reorganization dated Aug. 26, 2016.
A hearing to consider confirmation of the Plan and to consider
final approval of the Disclosure Statement will be held at 10:30
a.m. on Nov. 10, 2016. Objections to the Disclosure Statement or
the Plan must be filed by 4:00 p.m. on Nov. 5, 2016.
The deadline for casting ballots to accept or reject the Plan will
be Nov. 5, 2016.
The Debtor will serve a copy of the Oct. 5 court order, the
Disclosure Statement, the Plan and a ballot upon the appropriate
parties-in-interest within three business day after the Oct. 5
entry of the court order and will file a certificate of service
setting forth the manner and method of service.
As reported by the Troubled Company Reporter on Sept. 22, 2016, the
Debtor filed the Disclosure Statement dated Aug. 26, 2016, which
provides that the Debtor will pay all claims from the
Debtor's postpetition income. Holders of allowed Class 4 Unsecured
Claims will have these options: (a) Allowed Unsecured Claims will
be paid in full in equal quarterly installments starting with the
first quarter following the Effective Date over a 10-year period
and interest will accrue at the rate of 2% annually; (b) holders of
Allowed Unsecured Claim may affirmative elect to reduce their
Allowed Unsecured Claim and receive a distribution equivalent to
60% of the Allowed Unsecured Claim paid in equal quarterly
installments paid over a five-year period.
About Production People
Production People LLC is a Georgia corporation with its office and
principal place of business located at 4719 Fulton Industrial
Boulevard, SW, Atlanta, GA 30336. The Debtor started operations in
September 2004. The Debtor's primary shareholder is Andrew
McDonald. Mr. McDonald is also the chief executive officer.
Rodney Vann is the Debtor's vice-president and general manager and
Lori Kirby is the business services manager.
The Debtor is a nationally renowned production solutions company,
specifically focusing on high end production services and advanced
skill is audio visual production services. Providing a wide range
of services including, without limitation, complete production
management for events, awards banquets, boutique productions, galas
and fundraisers, social events, trade shows and traditional audio
visual services. The Debtor also offers an in-house inventory of
audio, video and lighting equipment, Debtor also provides creative
design services.
The Debtor filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
16-57380), on April 28, 2016. The petition was signed by Andrew
McDonald, president and CEO. The Debtor's counsel is M. Denise
Dotson, Esq., at M. Denise Dotson, LLC. The Debtor estimated
assets at $100,001 to $500,000 and liabilities at $500,001 to $1
million at the time of the filing.
PUSHMATAHA HOSPITAL: Seeks Chapter 9 Bankruptcy Protection
----------------------------------------------------------
Pushmataha County - City of Antlers Hospital Authority filed for
Chapter 9 in the U.S. Bankruptcy Court for the Eastern District of
Oklahoma (Case No. 16-81001), and objections to the petition must
be filed by Nov. 14, 2016, with the clerk of court, P.O. Box 1347,
Okmulgee, Oklahoma 74447.
A copy of the objections will be mailed to the attorney for the
Debtor:
Jeffrey E. Tate, Esq.
Christensen Law Group
3401 N.W. 63rd Street, Suite 600
Oklahoma City, Oklahoma 73116
Objections will state the facts and legal authorities in support of
the objections. If any timely objections are filed with the Court,
the Court will order the objecting party to give proper notice to
all parties in interest of the hearing on the objections.
Additional information concerning the Chapter 9 case can be
obtained by contacting the Debtor's counsel by telephone at (405)
232-2020 or by email at jeffrey@christensenlawgroup.com
Pushmataha County - City of Antlers Hospital Authority is a a
public trust operating the Pushmataha Hospital.
RACKSPACE HOSTING: S&P Lowers CCR to 'BB-' , Off CreditWatch Neg.
-----------------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
San Antonio, Texas-based Rackspace Hosting Inc. to 'BB-' from 'BB+'
and removed it from CreditWatch, where S&P had placed it with
negative implications on Aug. 26, 2016, following the announcement
of the acquisition. The outlook is stable.
At the same time, S&P assigned a 'BB+' issue-level rating and '1'
recovery rating to the company's proposed senior secured credit
facilities, which include a $225 million revolving credit facility
and $2 billion term loan. The '1' recovery rating indicates S&P's
expectation for very high (90%-100%) recovery for lenders in the
event of a payment default.
S&P also assigned a 'B+' issue-level rating and '5' recovery rating
to the company's proposed $1.18 billion senior unsecured notes.
The '5' recovery rating indicates S&P's expectation for modest
(10%-30%, lower half of the range) recovery for lenders in the
event of a payment default.
The borrower of the debt will initially be Inception Merger Sub
Inc., the acquiring entity. Following the transaction, Inception
Merger Sub Inc. will merge into Rackspace Hosting Inc., which will
continue as the surviving entity and borrower of the debt.
S&P will withdraw the ratings on Rackspace's existing debt, which
will be redeemed as part of the acquisition, when it has been
repaid.
"The ratings downgrade reflects the acquisition of the company by
Apollo Global Management LLC in a leveraged buyout, which will
cause leverage to increase materially," said S&P Global Ratings
credit analyst Rose Askinazi.
S&P now expects adjusted leverage to be between 4x-5x over the next
few years, relative to its previous expectation that adjusted
leverage would remain between 1x-2x. Despite higher leverage, S&P
expects the company will continue to generate good levels of free
operating cash flow.
The stable outlook reflects S&P's expectation that adjusted
leverage will remain between 4x-5x through 2017, with continued
healthy revenue growth and fairly stable EBITDA margins.
RED MOUNTAIN: Wants Plan Filing Deadline Moved thru Oct. 14
-----------------------------------------------------------
Red Mountain Resources filed with the U.S. Bankruptcy Court a
motion to extend the exclusive period during which the Company can
file a Chapter 11 plan and solicit acceptances thereof through and
including October 14, 2016 and December 16, 2016, respectively.
The motion explains, "The closing of such sale on August 31, 2016
to Black Mountain Operating, LLC has resulted in the satisfaction
of substantially all of the Debtors' secured indebtedness. Because
closing did not occur until the end of August, it has not been
possible for the Debtors to finalize a plan of reorganization
before the currently-established expiration of exclusivity.
Additionally, counsel for the Debtor has been out of the office for
medical reasons during the past four weeks. Accordingly, the
Debtors request an additional seven-day extension of the exclusive
period to file a plan and solicit acceptances."
About Red Mountain
Based in Farmers Branch, Texas, Red Mountain Resources, Inc. has
oil and natural gas properties in the Permian Basin of West Texas
and Southeast New Mexico, the onshore Gulf Coast of Texas and
Kansas. The Company filed for bankruptcy (Bankr. N.D. Tex. Case
No. 16-30989) on March 8, 2016. Howard Marc Spector, Esq., of
Spector & Johnson, PLLC, represents the Debtor.
RICHARD HELFAND: Paying Secured Claims Using Asset Sale Proceeds
----------------------------------------------------------------
Richard Helfand and Vicki Lieberman Helfand filed with the U.S.
Bankruptcy Court for the District of Kansas a disclosure statement
dated Sept. 30, 2016, describing the Debtor's plan of
reorganization.
The Plan provides for the payment in full of all priority and
secured claims from: (a) the sale of the Debtor's home in Leawood,
Kansas; (b) the sale of nonexempt jewelry; and (c) the Debtors'
disposable earnings paid over a period of five years.
Class 4 Unsecured Claims include the unsecured claims of the taxing
authorities, the scheduled undisputed non-contingent claims
contained in the Debtors' bankruptcy schedules.
The Disclosure Statement is available at:
http://bankrupt.com/misc/ksb16-10175-89.pdf
The Plan was filed by the Debtor's counsel:
Edward J. Nazar, Esq.
HINKLE LAW FIRM LLC
301 North Main, Suite 2000
Wichita, KS 67202-4820
Tel: (316) 267-2000
Fax: (316) 264-1518
E-mail: enazar@hinklaw.com
Richard Helfand is the sole member of Panethiere & Helfand LLC, a
Kansas City labor law firm.
Richard Helfand and Vicki Lieberman Helfand filed for Chapter 11
bankruptcy protection (Bankr. D. Kan. Case No. 16-10175) on Feb.
17, 2016. The Debtors filed for Chapter 11 protection to
facilitate the sale of their home in Leawood, Kansas, which was in
a foreclosure action.
ROBERT L. NORVELL: Hearing on Disclosures Scheduled For Dec. 12
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
hold on Dec. 12, 2016, at 11:30 a.m. a hearing to consider Robert
L. Norvell's disclosure statement describing the Debtor's plan of
reorganization.
Objections to the Disclosure Statement must be filed seven days
before the hearing.
Robert L. Norvell filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 14-05180).
ROBERT ZARTLER: Plan Says Unsecured Creditors Out of the Money
--------------------------------------------------------------
Robert J. Zartler filed a Chapter 11 plan of reorganization that
says unsecured creditors would receive a dividend of 0%. The
holder of the first mortgage claim, Select Portfolio Servicing,
will receive payment of $2,503 per month. RG Financial and
Progressive Financial Services, Inc., which hold the second and
third mortgage of the Debtor's properties, will be crammed down per
adversary actions filed by the Debtor. The Debtor says that if
Select Portfolio were to foreclose and sell the Debtor's property
at sheriff's sale, there would be no funds and no assets remaining
with which to pay the creditors anything.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/paeb16-15992_DS_Zartler.pdf
Robert J. Zartler, an individual, is the owner of the real estate
situated at 451 St. James Court, Nazareth, Pennsylvania. Mr.
Zartler sought Chapter 11 protection (Bankr. E.D. Pa. Case No.
16-15992) on Aug. 25, 2016. The Debtor tapped John Everett Cook,
Esq., at The Law Offices of Everett Cook, P.C., as attorney.
ROYAL COACHMAN: Seeks to Hire Bruce Jorgensen as Accountant
-----------------------------------------------------------
Royal Coachman Mobile Home Park, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Washington to hire an
accountant.
The Debtor proposes to hire Bruce Jorgensen, a certified public
accountant, to provide services in connection with its Chapter 11
case. Mr. Jorgensen will be paid $150 per hour for tax
preparation, $60 per hour for bookkeeping, and $100 per hour for
general accounting services.
Mr. Jorgensen does not hold or represent any interests adverse to
the Debtor's estate, according to court filings.
About Royal Coachman
Royal Coachman Mobile Home Park, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No.
16-03109) on October 3, 2016. The petition was signed by Shannon
Hunter Burns, authorized representative.
At the time of the filing, the Debtor estimated its assets at X and
debts at X.
At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of less than $500,000.
RP CROWN: S&P Raises CCR to 'B', Off CreditWatch Positive
---------------------------------------------------------
S&P Global Ratings said that it raised its corporate credit rating
on Scottsdale, Ariz.-based RP Crown Parent LLC to 'B' from 'CCC+'
and removed it from CreditWatch, where S&P placed it with positive
implications on Aug. 22, 2016.
S&P is also withdrawing its ratings on the debt instruments of the
company's legacy capital structure, which have been repaid.
The upgrade reflects the $575 million in new equity raised from The
Blackstone Group L.P. and New Mountain Capital LLC which was used
to repay debt, the improved cash flow that will result from the
almost $80 million in interest expense savings, and the extension
of the company's debt maturities. S&P expects FFO cash interest
coverage to increase to around 3x from 1.4x currently, and annual
unadjusted FOCF to increase to the $100 million area or higher from
last-12-months FOCF of negative $8 million.
JDA has underperformed our expectations since its leveraged buyout
(LBO) almost four years ago due to deep cuts and unexpected
attrition within the sales force causing license sales to fall by
approximately one-third from pre-LBO pro forma levels. The company
is starting to realize the benefits of the sales force reinvestment
it began in 2014, with license sales up 37% year over year for the
first half of 2016. Cloud revenue has grown over the last several
quarters, but the segment is still small. Most of the segment
remains hosting services for perpetual license software, but
software-as-a-service (SaaS) offerings are growing more quickly.
S&P expects the fast growth rate to continue as the company rolls
out more SaaS products.
S&P's base-case forecast includes these factors and assumptions:
-- Real global GDP growth of 3.1% in 2016 and 3.6% in 2017;
-- Real U.S. GDP growth of 1.5% in 2016 and 2.4% in 2017;
-- Global software subsector growth in the low- to mid-single
digits in 2016;
-- Revenues growing in the low-single-digit area in 2016 and
2017--in line with S&P's economic and industry expectations-
-as roughly flat maintenance revenue partly offsets cloud
and license growth;
-- EBITDA margins improving to the 27%-28% range in 2016 and
2017 due to higher license sales, operating leverage, and
better professional services utilization;
-- Annual capital expenditures in the mid- to high-$20 million
range, a modest increase over the past few years, as cash
flow becomes available due to lower interest expense; and
-- No forecasted acquisitions or shareholder returns due to
uncertainty around timing and size.
Based on these assumptions, S&P arrives at these credit measures
for 2017:
-- FFO cash interest coverage around 3x; and
-- Unadjusted FOCF in the $100 million area or higher.
S&P's assessment of JDA's business risk profile reflects the
company's operating performance, which has fallen below S&P's
expectations since the LBO in late 2012. S&P believes this largely
results from sales force attrition and post-sale implementation
issues, rather than product issues, given the company's continued
maintenance retention in the mid-90% area and stable maintenance
revenues that suggest existing customers are not switching to
competitors. The company's efforts to add sales people have shown
early signs of success, and it has reduced customer implementation
issues, resulting in improved professional services utilization and
profitability.
JDA is also exposed to cyclical retail and manufacturing investment
spending and competitive pressure from larger, more diverse
software companies. Nevertheless, it has historically held a good
position in the supply chain management (SCM) market, with its
products ingrained in its customers' operations, based on its high
customer retention; and no customer represents more than 3% of
revenues. JDA derives a little over half of its revenue from
recurring sources, which S&P views as average for the enterprise
software sector. This provides some degree of revenue
predictability, but shortfalls in high-margin perpetual license
sales can result in significant EBITDA declines.
With supply chain planning (demand forecasting and pricing) and
execution capabilities (warehouse, workforce, transportation, and
multichannel management), JDA is the No. 3 competitor in the market
for SCM software, and the largest pure-play provider. It is
positioned as a best-of-breed, end-to-end solution provider, with
strength in retail and manufacturing. Competition in the SCM
software space is intense, with SAP SE and Oracle each holding a
meaningful share of the market. JDA is investing in a cloud
delivery model that, if successful, would increase revenue
predictability.
S&P's assessment of JDA's financial risk profile reflects S&P's
expectation that annual cash flow will improve to $100 million or
more in 2017 (up from modestly negative cash flow for the past 12
months) and for FFO cash interest coverage around 3x, up from 1.4x
currently. S&P previously viewed the company's capital structure
as unsustainable, but the almost $80 million of annual saving in
interest expense from the proposed recapitalization and the
company's improving operating performance remedy this concern. Cash
flow is seasonal because the company collects maintenance fees at
the beginning of the year, deferring the revenue into future
periods.
S&P treats the company's new class B equity as debt for analytical
purposes. S&P treats Blackstone's 80% portion as debt because it
views it as a debt substitute. S&P also believes that, despite the
lack of a call provision, New Mountain Capital has an incentive to
negotiate a redemption of Blackstone's stake in the absence of an
IPO, and that it would likely fund such a redemption with
additional debt. S&P treats New Mountain Capital's 20% portion as
debt because of the lack of credit protective terms, such as
stapling. This results in pro forma leverage in the low-9x area,
with the new equity adding almost 2.5x. However, S&P believes this
ratio overstates current and future financial risk, and S&P looks
to other metrics, which it believes better capture this risk, such
as FFO cash interest coverage.
The stable outlook reflects S&P's expectation for EBITDA growth due
to better license sales from sales force retooling, FFO cash
interest coverage around 3x, and annual unadjusted FOCF of around
$100 million or greater.
S&P could lower the rating during the 12 months following the
transaction if sales force changes don't result in improved license
sales as S&P expects, or if economic pressures cause demand to
decline, such that the company sustains FFO cash interest coverage
in the low-2x area. S&P could also lower the rating if the company
breaches this threshold because of acquisitions or shareholder
returns. S&P estimates that EBITDA would need to fall by $60
million or more than 20% to reach these levels.
S&P doesn't expect to raise the rating during the 12 months
following the transaction due to the company's private equity
ownership, which S&P believes is likely to preclude sustained
leverage reduction. Any upgrade would likely be in the context of
a public equity offering with leverage below 5x.
SAMSON RESOURCES: UST & EnerVest File Objections to Plan Outline
----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to
Samson Resources case and EnerVest Operating filed with the U.S.
Bankruptcy Court separate objections Samson Resources' Disclosure
Statement for its Second Amended Joint Plan of Reorganization. The
Trustee asserts, "The Disclosure Statement does not contain
"adequate information" for the voting classes on a number of
issues, including a lack of detail on post-confirmation oversight
and conduct of the proposed Settlement Trust, and what assets will
remain to be reorganized after the Asset Sales have taken place; if
substantially all assets are being liquidated, a liquidating debtor
is not entitled to a discharge; the proposed exculpation clause
includes improper parties. Although the Plan and Disclosure
Statement describe how the Settlement Trust will be funded, there
are no disclosures as to what the amount of initial funding will
be. The Exhibits to the Disclosure Statement do not disclose any
value of the assets that will initially fund the Settlement Trust.
The Settlement Trust Agreement is to be acceptable to the Second
Lien Agent but to no other party. As a threshold matter, the
Disclosure Statement discusses proposed sales and identifies the
Debtors' assets but it does not address what assets will be
remaining after the asset sales take place and what the proposed
operations of the Debtor will be going forward."
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook, the executive vice president and CFO, signed
the petition. The Debtors estimated assets and liabilities of more
than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' Investment
banker. Garden City Group, LLC, serves as claims and noticing
agent to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
SANDRIDGE ENERGY: Apollo Entities Report 6.7% Equity Stake
----------------------------------------------------------
Several Apollo entities -- (i) Apollo Energy Opportunity Fund AIV I
LP ("Opportunity Fund"), (ii) Apollo Energy Opportunity Management
LLC ("Fund Manager"), (iii) Apollo Capital Management, L.P.
("Capital Management"), (iv) Apollo Capital Management GP, LLC
("Capital Management GP"), (v) Apollo Management Holdings, L.P.
("Management Holdings"), and (vi) Apollo Management Holdings GP,
LLC ("Management Holdings GP") -- disclosed in an amended Schedule
13G filing with the Securities and Exchange Commission that as of
Oct. 4, 2016, they may be deemed to beneficially own in the
aggregate 1,342,252 shares or 6.7% of Common Stock of SandRidge
Energy, Inc.
According to the filing, Opportunity Fund holds shares of the
Issuer's common stock ("Common Stock"). Fund Manager serves as the
investment manager for Opportunity Fund. Capital Management is the
sole member of Fund Manager and is principally engaged in serving
as the sole member of Fund Manager and manager of other Apollo
management entities. Capital Management GP is the general partner
of Capital Management and is principally engaged in serving as the
general partner of Capital Management. Management Holdings serves
as the sole member and manager of Capital Management GP and is
principally engaged in serving as the sole member and manager of
Capital Management GP. Management Holdings GP serves as the
general partner of Management Holdings and is principally engaged
in serving as the general partner of Management Holdings.
Apollo is represented by:
John F. Hartigan, Esq.
Morgan, Lewis & Bockius LLP
300 S. Grand Avenue, 22nd Floor
Los Angeles, CA 90071
Tel: (213) 612-2500
About SandRidge Energy, Inc.
SandRidge Energy, Inc. -- 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. The Official Committee is represented by
Charles R. Gibbs, Esq., Daniel H. Golden, Esq., Abid Qureshi,
Esq.,
and Brad M. Kahn, Esq., at Akin Gump Strauss Hauer & Feld LLP.
An Ad Hoc Committee of Shareholders is represented by Susan C.
Mathews, Esq., Lori Ann Hood, Esq., and Sunil "Neil" Gupta, Esq.,
at Baker, Donelson, Bearman, Caldwell & Berkowitz.
Counsel to the First Lien Credit Agreement Agent are Andrew V.
Tenzer, Esq., Leslie A. Plaskon, Esq., and Michael Comerford,
Esq.,
at Paul Hastings LLP.
Counsel to the Ad Hoc Group of Consenting Unsecured Creditors are
Joseph H. Smolinsky, Esq., and Daniel N. Griffiths, Esq., at Weil
Gotshal & Manges LLP.
Counsel to the Ad Hoc Group of Consenting Second Lien Creditors
are
Damian S. Schaible, Esq., and Eli V. Vonnegut, Esq., at Davis Polk
& Wardwell, LLP.
* * *
SandRidge Energy on Oct. 4, 2016, disclosed that it has emerged
from Chapter 11, having satisfied all the necessary provisions of
its Plan of Reorganization. SandRidge also received approval to
relist on the New York Stock Exchange in conjunction with its
emergence and resumed trading of newly issued common stock on
October 4, 2016, under the ticker symbol "SD".
The Bankruptcy Court on Sept. 9, 2016, entered an order confirming
the Joint Chapter 11 Plan of Reorganization, which will eliminate
$3.7 billion in pre-petition funded indebtedness.
SCHOOL SPECIALTY: Moody's Hikes Corporate Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service upgraded School Specialty, Inc.'s
Corporate Family Rating (CFR) to B3 from Caa1 and its Probability
of Default Rating to B3-PD from Caa1-PD. Moody's also upgraded the
company's senior secured first lien term loan to Caa1 from Caa2.
The ratings outlook is stable.
The upgrades reflect School Specialty's reduced, but still high,
financial leverage and improved liquidity. Moody's expects that
debt to EBITDA will fluctuate seasonally between the low 4 times
range to the mid-to-low 6 times range. Moody's also expects
liquidity to remain adequate. The upgrade further reflects Moody's
expectation of modest revenue growth.
Ratings upgraded:
-- Corporate Family Rating to B3 from Caa1
-- Probability of Default Rating to B3-PD from Caa1-PD
-- $130 million Sr. Sec. Term Loan due 2019 to Caa1 (LGD 4)
from Caa2 (LGD 5)
The ratings outlook is stable.
RATINGS RATIONALE
School Specialty's B3 Corporate Family Rating reflects the
company's high financial leverage, significant seasonality, and
narrow margins. The rating also reflects the company's national
distribution capabilities and adequate liquidity.
The stable outlook reflects Moody's expectation of modest revenue
growth and adequate liquidity. It also reflects Moody's expectation
that the company will maintain high financial leverage with
seasonal fluctuations, and thin operating margins.
Ratings could be upgraded if the company demonstrates a track
record of profitable revenue growth, generates positive free cash
flow, maintains adequate liquidity, and sustains debt to EBITDA
below 5 times.
Ratings could be downgraded if there is a deterioration in
operating performance or liquidity weakens.
School Specialty, Inc., based in Greenville, WI, is a national
provider of supplies and curriculum products to the
pre-kindergarten through twelfth grade education market. Product
offerings include basic classroom supplies, office products,
supplemental learning materials, physical education equipment,
classroom technology, furniture and curriculum. Revenue for the 12
months ended June 25, 2016 was approximately $644 million.
The principal methodology used in these ratings was that for the
Global Packaged Goods industry published in June 2013.
SEBRING MANAGEMENT: Plan Administrator Taps Howard as Accountant
----------------------------------------------------------------
The plan administrator of Sebring Management FL, LLC and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
Middle District of Florida to hire an accountant.
Carol Fox, the court-appointed plan administrator, proposes to hire
Howard & Company of Sarasota, Inc. to prepare the Debtors' 2015 tax
returns.
Ellen Howard, principal of Howard & Company, disclosed in a court
filing that the firm does not represent any interests adverse to
the Debtors or their bankruptcy estates.
The firm can be reached through:
Ellen R. Howard
Howard & Company of Sarasota Inc.
1400 Cattleman Road
Sarasota, FL 34232
About Sebring Management
Clearwater, Florida-based Sebring Management FL, LLC, and its three
affiliates sought protection under Chapter 11 of the Bankruptcy
Code on Aug. 23, 2015 (Bankr. M.D. Fla., Case No. 15-08589). The
Debtors' counsel is Jay B Verona, Esq., at Shumaker, Loop &
Kendrick, LLP, in Tampa, Florida.
SIGA TECHNOLOGIES: $100 Million Paid to PharmAthene
---------------------------------------------------
SIGA Technologies, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that the Company on October 5,
2016, completed payment to PharmAthene, Inc. of $100 million,
thereby satisfying a condition and extending the deadline for
satisfaction of the remainder of the PharmAthene Judgment to
November 30, 2016.
The United States Bankruptcy Court for the Southern District of New
York approved a Joint Motion of Reorganized Debtor and PharmAthene,
Inc. to Amend Debtor's Third Amended Chapter 11 Plan to Extend
PharmAthene Allowed Claim Treatment Date, which extended the
deadline for SIGA to satisfy a judgment owed to PharmAthene from
October 19, 2016 to November 30, 2016, conditioned on SIGA's
payment to PharmAthene of $100 million on or prior to October 19,
2016, which payment would be applied against the PharmAthene
Judgment.
About SIGA Technologies
Publicly held SIGA Technologies, Inc., with headquarters in
Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats. SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.
SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan. The case was
assigned to Judge Sean H. Lane.
The Debtor tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.
A Statutory Creditors' Committee was represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP. The Committee retained Guggenheim Securities,
LLC, as its financial advisor and investment banker.
Chapter 11 Bankruptcy
SIGA commenced the chapter 11 case to preserve and to ensure its
ability to satisfy its commitments under a contract with the U.S.
Biomedical Advanced Research and Development Authority and to
preserve its operations, which likely would have been jeopardized
by the enforcement of a judgment stemming from the litigation with
PharmAthene, Inc.
On January 15, 2015, the Delaware Court of Chancery entered its
Final Order and Judgment awarding PharmAthene approximately $195
million, including pre-judgment interest up to January 15, 2015.
On January 16, 2015, the Company filed a notice of appeal of the
Outstanding Judgment with the Delaware Supreme Court and, on
January 30, 2015, PharmAthene filed a notice of cross appeal. On
October 7, 2015, the Delaware Supreme Court heard oral argument,
en banc. On December 23, 2015 the Delaware Supreme Court affirmed
the Outstanding Judgment.
The Bankruptcy Court for the Southern District of New York entered
an order confirming the Debtor's Third Amended Chapter 11 Plan,
dated April 7, 2016, and, as a result, SIGA emerged from chapter
11. The Plan was confirmed amid a challenge by current
shareholders.
Substantial Doubt
SIGA Technologies, Inc. filed with the Securities and Exchange
Commission its Form 10-Q report for the quarterly period ended
June 30, 2016. SIGA said that, "as of June 30, 2016, the
accrued obligation under the Delaware Court of Chancery Final
Order and Judgment, including post-judgment and Plan-specified
interest, is estimated to be approximately $204 million. In
addition, as of June 30, 2016, the Company has a net capital
deficiency of $304 million. These factors raise substantial
doubt about the Company's ability to continue as a going concern."
SIGA had total assets of $202 million, total liabilities of
$506 million and stockholders' deficit of $304 million at
June 30, 2016.
SIGA TECHNOLOGIES: Amends Prospectus Over Issuance of 35MM Shares
-----------------------------------------------------------------
SIGA Technologies, Inc., filed with the Securities and Exchange
Commission an amended prospectus -- Amendment No. 3 to Form S-1
Registration Statement Under the Securities Act of 1933 -- related
to its plan to issue up to 35,000,000 Shares of Common Stock
Issuable Upon the Exercise of Rights to Subscribe for Such Shares.
According to the prospectus, SIGA said it is "distributing, at no
charge, to the holders of our common stock, par value $0.0001 per
share, non-transferable subscription rights to purchase shares of
our common stock. The subscription rights will not be tradable. The
price per share will be determined after the close of business on
[*], 2016, which is the expiration date of our offering period (the
"expiration date"), and will equal the lower of $1.50 or 85% of the
volume weighted average price of our shares on the expiration date,
as reported on the OTC Pink Sheets."
SIGA cautioned, however, that, "The information in this prospectus
is not complete and may be changed. We may not sell these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the offer or sale
is not permitted."
A copy of the Prospectus is available at https://is.gd/OWRl0U
About SIGA Technologies
Publicly held SIGA Technologies, Inc., with headquarters in
Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats. SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.
SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan. The case was
assigned to Judge Sean H. Lane.
The Debtor tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.
A Statutory Creditors' Committee was represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP. The Committee retained Guggenheim Securities,
LLC, as its financial advisor and investment banker.
Chapter 11 Bankruptcy
SIGA commenced the chapter 11 case to preserve and to ensure its
ability to satisfy its commitments under a contract with the U.S.
Biomedical Advanced Research and Development Authority and to
preserve its operations, which likely would have been jeopardized
by the enforcement of a judgment stemming from the litigation with
PharmAthene, Inc.
On January 15, 2015, the Delaware Court of Chancery entered its
Final Order and Judgment awarding PharmAthene approximately $195
million, including pre-judgment interest up to January 15, 2015.
On January 16, 2015, the Company filed a notice of appeal of the
Outstanding Judgment with the Delaware Supreme Court and, on
January 30, 2015, PharmAthene filed a notice of cross appeal. On
October 7, 2015, the Delaware Supreme Court heard oral argument,
en banc. On December 23, 2015 the Delaware Supreme Court affirmed
the Outstanding Judgment.
The Bankruptcy Court for the Southern District of New York entered
an order confirming the Debtor's Third Amended Chapter 11 Plan,
dated April 7, 2016, and, as a result, SIGA emerged from chapter
11. The Plan was confirmed amid a challenge by current
shareholders.
Substantial Doubt
SIGA Technologies, Inc. filed with the Securities and Exchange
Commission its Form 10-Q report for the quarterly period ended
June 30, 2016. SIGA said that, "as of June 30, 2016, the
accrued obligation under the Delaware Court of Chancery Final
Order and Judgment, including post-judgment and Plan-specified
interest, is estimated to be approximately $204 million. In
addition, as of June 30, 2016, the Company has a net capital
deficiency of $304 million. These factors raise substantial
doubt about the Company's ability to continue as a going concern."
SIGA had total assets of $201.67 million, total liabilities of
$505.74 million and stockholders' deficit of $304.07 million at
June 30, 2016.
SIGA TECHNOLOGIES: Eric A. Rose Steps Down as CEO
-------------------------------------------------
SIGA Technologies, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that in connection with the
employment of Dr. Phillip Louis Gomez, III, as SIGA's Chief
Executive Officer, Eric A. Rose on Oct. 13, 2016, resigned from his
position as Chief Executive Officer of the Company and the Company
entered into an Amended and Restated Employment Agreement with Dr.
Rose pursuant to which he became SIGA's Executive Chairman of the
Board.
Pursuant to the Rose Employment Agreement, SIGA agrees to pay to
Dr. Rose an annual base salary of $740,000 from the effective date
of the Rose Employment Agreement until the agreement's first
anniversary and at an annual rate of $700,000 from the first
anniversary of the agreement's effective date until the second
anniversary of the Rose Employment Agreement.
In connection with the Rose Employment Agreement, the Company shall
grant Dr. Rose a one-time long term equity award of 300,000 shares
of restricted stock or restricted stock units of the Company. Such
grant will be subject to such customary terms and conditions as are
consistent with the Company's 2010 Stock Incentive Plan, with its
award agreements and with applicable law. Dr. Rose will be
eligible to participate in the Company's annual bonus program for
2016 (but not for years after 2016), subject to the discretion of
the Company.
The term of his employment expires at the Scheduled Termination
Date.
Pursuant to the Rose Employment Agreement, the following
termination circumstances would trigger payments or the provision
of other benefits:
* Termination by the Company without cause or by Dr. Rose for
good reason.
* Termination by the Company for cause or by Dr. Rose without
good reason.
* Termination by the Company based on Dr. Rose's death or
total disability.
If the Rose Employment Agreement is terminated without cause or if
Dr. Rose terminates his employment for good reason, he will be
entitled to the following: (i) any accrued but unpaid salary for
services rendered through the date of termination; (ii) any
vacation accrued to the date of termination in accordance with
Company policy; (iii) any accrued but unpaid expenses through the
date of termination required to be reimbursed in accordance with
his employment agreement; (iv) any benefits to which he may be
entitled upon termination pursuant to the plans, programs and
grants referred to in his employment agreement in accordance with
the terms of such plans, programs and grants; (v) the continued
payment of his base salary until the Scheduled Termination Date;
and (vi) the Company shall take all such action as is necessary
such that all stock options and other stock-based grants, excluding
any equity grants that may be awarded after the judgment in the
PharmAthene litigation is satisfied under the Plan by delivery to
PharmAthene of one hundred percent (100%) of the Company's equity,
shall, immediately and irrevocably vest and, to the extent
applicable, become exercisable as of the date of termination and
shall remain exercisable for a period of not less than one (1) year
from the date of termination, or, if earlier, the expiration of the
term of such equity award.
If Dr. Rose's employment is terminated by reason of death or total
disability, by the Company for cause or if he voluntarily
terminates his employment without good reason, he (or his estate
and beneficiaries) will be entitled to the following: (i) any
accrued but unpaid salary for services rendered through the date of
termination; (ii) any vacation accrued to the date of termination,
in accordance with Company policy; (iii) any accrued but unpaid
expenses through the date of termination required to be reimbursed
in accordance with his employment agreement; and (iv) any benefits
to which he may be entitled upon termination pursuant to the plans,
programs and grants referred to in his employment agreement in
accordance with the terms of such plans, programs and grants.
Dr. Rose shall not be entitled to any severance or separation pay
upon termination of employment on the Scheduled Termination Date.
A copy of the Rose Employment Agreement is available at
https://is.gd/FNnq4D
About SIGA Technologies
Publicly held SIGA Technologies, Inc., with headquarters in
Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats. SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.
SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan. The case was
assigned to Judge Sean H. Lane.
The Debtor tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.
A Statutory Creditors' Committee was represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP. The Committee retained Guggenheim Securities,
LLC, as its financial advisor and investment banker.
Chapter 11 Bankruptcy
SIGA commenced the chapter 11 case to preserve and to ensure its
ability to satisfy its commitments under a contract with the U.S.
Biomedical Advanced Research and Development Authority and to
preserve its operations, which likely would have been jeopardized
by the enforcement of a judgment stemming from the litigation with
PharmAthene, Inc.
On Jan. 15, 2015, the Delaware Court of Chancery entered its
Final Order and Judgment awarding PharmAthene approximately $195
million, including pre-judgment interest up to Jan. 15, 2015.
On Jan. 16, 2015, the Company filed a notice of appeal of the
Outstanding Judgment with the Delaware Supreme Court and, on
Jan. 30, 2015, PharmAthene filed a notice of cross appeal. On
Oct. 7, 2015, the Delaware Supreme Court heard oral argument,
en banc. On December 23, 2015 the Delaware Supreme Court affirmed
the Outstanding Judgment.
The Bankruptcy Court for the Southern District of New York entered
an order confirming the Debtor's Third Amended Chapter 11 Plan,
dated April 7, 2016, and, as a result, SIGA emerged from chapter
11. The Plan was confirmed amid a challenge by current
shareholders.
Substantial Doubt
SIGA Technologies, Inc. filed with the Securities and Exchange
Commission its Form 10-Q report for the quarterly period ended
June 30, 2016. SIGA said that, "as of June 30, 2016, the
accrued obligation under the Delaware Court of Chancery Final
Order and Judgment, including post-judgment and Plan-specified
interest, is estimated to be approximately $204 million. In
addition, as of June 30, 2016, the Company has a net capital
deficiency of $304 million. These factors raise substantial
doubt about the Company's ability to continue as a going concern."
SIGA had total assets of $202 million, total liabilities of
$506 million and a stockholders' deficit of $304 million at
June 30, 2016.
SIGA TECHNOLOGIES: Hires Gomez as CEO, Employment Terms Disclosed
-----------------------------------------------------------------
SIGA Technologies, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that the Company on October 13,
2016, entered into an Employment Agreement with Phillip Louis
Gomez, III, 49, pursuant to which he became SIGA's Chief Executive
Officer.
Prior to joining SIGA, Dr. Gomez was a Principal in the Pharma &
Life Sciences Management Consulting Practice at
PricewaterhouseCoopers LLP ("PwC") since 2011. At PwC, and at PRTM
Management Consultants ("PRTM"), where he was a Director from
2007-2011 prior its acquisition by PwC, Dr. Gomez led the team that
focused on the development and execution of business strategies for
leading pharmaceutical companies, governmental agencies, academic
medical centers, and foundations with respect to product
development and manufacturing of pharmaceutical products. Dr.
Gomez joined PRTM from the Vaccine Research Center at the National
Institute of Allergy and Infectious Diseases at the National
Institutes of Health ("NIH"), where he worked from 2001 – 2007
and established the Vaccine Production Program, which manufactured
vaccines for clinical trials against HIV, SARS, Ebola, West Nile
Virus and Influenza.
Prior to NIH, Dr. Gomez spent more than nine years in the
pharmaceutical industry at Abbott Laboratories, Sanofi Pasteur, and
Baxter Healthcare Corporation in positions of increasing
responsibility, leading process/product development initiatives and
project teams for the development of multiple biologic products.
Dr. Gomez holds a Bachelor of Arts degree from Dartmouth College, a
Master of Science and a Doctor of Philosophy in chemical
engineering from Lehigh University, and a Master of Business
Administration from the Smith School of Business at the University
of Maryland.
Pursuant to his employment agreement, SIGA agrees to pay to Dr.
Gomez an annual base salary of $750,000, subject to an automatic
increase of 3% above the amount of his base salary in effect at the
end of the prior calendar year, beginning with January 1, 2018 and
ending on the third anniversary of the occurrence of a Change of
Control as that term is defined in the Gomez Employment Agreement.
The Board of Directors of the Company may increase Dr. Gomez's base
salary by additional discretionary amounts but any such additional
discretionary amounts shall be disregarded when calculating the
amount of any automatic increase in Dr. Gomez's base salary;
provided that, no such additional discretionary increase shall be
implemented prior to the date the Company's covenants under its
Plan of Reorganization (the "Plan") terminate in accordance with
the Plan without the prior written consent of PharmAthene, Inc.
("PharmAthene").
On or as soon as practicable after the effective date of the Gomez
Employment Agreement (but in no event later than January 15, 2017),
the Company shall grant Dr. Gomez a one-time long term equity
award, which shall have a value equal to $2,100,000 and consist of
restricted stock or restricted stock units of the Company, stock
options to purchase shares of common stock of the Company (using a
Black-Scholes pricing model) and/or cash (in each case as
determined by the Board). Under the terms of his employment
agreement, from the effective date of the Gomez Employment
Agreement through its one-year anniversary, the Company shall pay
Dr. Gomez a guaranteed bonus of $750,000, provided that Dr. Gomez
remains employed with the Company on the one-year anniversary of
the Gomez Employment Agreement.
With respect to the calendar year 2017, the Company will pay Dr.
Gomez an annual bonus, subject to the discretion of the Company,
based upon a target bonus opportunity of $750,000 and upon the
achievement of performance criteria and goals approved by the
Compensation Committee. The amount of the annual bonus earned and
payable for calendar year 2017, if any, shall be prorated based on
the number of days remaining in calendar year 2017 after the end of
the guaranteed bonus period, divided by 365. For the 2018 calendar
year and each subsequent calendar year during which Dr. Gomez is
employed under the Gomez Employment Agreement, the Company will pay
Dr. Gomez an annual bonus, subject to the discretion of the Board,
based upon a target bonus opportunity of 100% of Dr. Gomez's
then-current base salary, based upon the achievement of performance
criteria and goals approved by the Compensation Committee.
In the event of a Change of Control of the Company, Dr. Gomez shall
receive an annual cash bonus for the year in which the Change of
Control occurs equal to the greater of (i) the target annual bonus
for such year or (ii) the annual bonus determined based upon the
applicable performance criteria and goals for such year, provided
that Dr. Gomez remains employed on the last day of such calendar
year. The term of his employment expires at the end of the two (2)
year anniversary of the Gomez Employment Agreement becoming
effective and will automatically renew for additional one (1) year
periods unless notice of non-renewal is given; provided, however,
that the agreement shall not automatically renew upon the
expiration of any subsequent term that ends following the third
(3rd) anniversary of the occurrence of a Change of Control.
Severance Arrangement for Phillip Louis Gomez, III
Pursuant to the Gomez Employment Agreement, the following
termination and change of control-related circumstances would
trigger payments or the provision of other benefits:
* Termination by the Company without cause or by Dr. Gomez for
good reason.
* Termination by the Company without cause or by Dr. Gomez for
good reason in the period (the "Change of Control Period") that
begins 90 days prior to the occurrence of a Change of Control and
ends on the second anniversary of the occurrence of a Change of
Control.
* Termination by the Company for cause or by Dr. Gomez without
good reason.
* Termination by the Company based on Dr. Gomez's death or
total disability.
If the Gomez Employment Agreement is terminated without cause or if
Dr. Gomez terminates his employment for good reason, he will be
entitled to the following:
(i) any accrued but unpaid salary for services rendered
through the date of termination;
(ii) any vacation accrued to the date of termination in
accordance with Company policy;
(iii) any accrued but unpaid expenses through the date of
termination required to be reimbursed in accordance with his
employment agreement;
(iv) any benefits to which he may be entitled upon termination
pursuant to the plans, programs and grants referred to in his
employment agreement in accordance with the terms of such plans,
programs and grants;
(v) the continued payment of his salary for one (1) year;
(vi) the payment of any accrued but unpaid annual bonuses with
respect to the prior full calendar year; and
(vii) the Company shall take all such action as is necessary
such that all stock options and other stock-based grants, excluding
any equity grants that may be awarded after the judgment in the
PharmAthene litigation is satisfied under the Plan by delivery to
PharmAthene of 100% of the Company's equity, will, immediately and
irrevocably vest and, to the extent applicable, become exercisable
as of the date of termination and shall remain exercisable for a
period of not less than one-year from the date of termination, or,
if earlier, the expiration of the term of such equity award.
If the Gomez Employment Agreement is terminated by the Company
during the Change of Control Period other than for cause or if
non-renewed or if Dr. Gomez terminates his employment during the
Change of Control Period for good reason, he will be entitled to
the following:
(i) any accrued but unpaid salary for services rendered
through the date of termination;
(ii) any vacation accrued to the date of termination in
accordance with Company policy;
(iii) any accrued but unpaid expenses through the date of
termination required to be reimbursed in accordance with his
employment agreement;
(iv) any benefits to which he may be entitled upon termination
pursuant to the plans, programs and grants referred to in his
employment agreement in accordance with the terms of such plans,
programs and grants;
(v) the continued payment of his base salary for one year;
(vi) the payment of any accrued but unpaid annual bonuses with
respect to the prior full calendar year;
(vii) a pro rata portion of the annual bonus for the year of
termination; and
(viii) the Company shall take all such action as is necessary
such that all stock options and other stock-based grants, excluding
any equity grants that may be awarded after the judgment in the
PharmAthene litigation is satisfied under the Plan by delivery to
PharmAthene of 100% of the Company's equity, shall, immediately and
irrevocably vest and, to the extent applicable, become exercisable
as of the date of termination and shall remain exercisable for a
period of not less than one year from the date of termination, or,
if earlier, the expiration of the term of such equity award.
If Dr. Gomez's employment is terminated by reason of death or total
disability, by the Company for cause or if he voluntarily
terminates his employment without good reason, he (or his estate
and beneficiaries) will be entitled to the following:
(i) any accrued but unpaid salary for services rendered
through the date of termination;
(ii) any vacation accrued to the date of termination, in
accordance with Company policy;
(iii) any accrued but unpaid expenses through the date of
termination required to be reimbursed in accordance with his
employment agreement;
(iv) any benefits to which he may be entitled upon termination
pursuant to the plans, programs and grants referred to in his
employment agreement in accordance with the terms of such plans,
programs and grants; and
(v) payment of any accrued but unpaid annual bonuses with
respect to the prior full calendar year as determined by the
Company in good faith and payable in cash in accordance with his
employment agreement.
A copy of the terms of the Gomez Employment Agreement is available
at https://is.gd/w5qmOE
About SIGA Technologies
Publicly held SIGA Technologies, Inc., with headquarters in
Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats. SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.
SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan. The case was
assigned to Judge Sean H. Lane.
The Debtor tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.
A Statutory Creditors' Committee was represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP. The Committee retained Guggenheim Securities,
LLC, as its financial advisor and investment banker.
Chapter 11 Bankruptcy
SIGA commenced the chapter 11 case to preserve and to ensure its
ability to satisfy its commitments under a contract with the U.S.
Biomedical Advanced Research and Development Authority and to
preserve its operations, which likely would have been jeopardized
by the enforcement of a judgment stemming from the litigation with
PharmAthene, Inc.
On January 15, 2015, the Delaware Court of Chancery entered its
Final Order and Judgment awarding PharmAthene approximately $195
million, including pre-judgment interest up to January 15, 2015.
On January 16, 2015, the Company filed a notice of appeal of the
Outstanding Judgment with the Delaware Supreme Court and, on
January 30, 2015, PharmAthene filed a notice of cross appeal. On
October 7, 2015, the Delaware Supreme Court heard oral argument,
en banc. On December 23, 2015 the Delaware Supreme Court affirmed
the Outstanding Judgment.
The Bankruptcy Court for the Southern District of New York entered
an order confirming the Debtor's Third Amended Chapter 11 Plan,
dated April 7, 2016, and, as a result, SIGA emerged from chapter
11. The Plan was confirmed amid a challenge by current
shareholders.
Substantial Doubt
SIGA Technologies, Inc. filed with the Securities and Exchange
Commission its Form 10-Q report for the quarterly period ended
June 30, 2016. SIGA said that, "as of June 30, 2016, the
accrued obligation under the Delaware Court of Chancery Final
Order and Judgment, including post-judgment and Plan-specified
interest, is estimated to be approximately $204 million. In
addition, as of June 30, 2016, the Company has a net capital
deficiency of $304 million. These factors raise substantial
doubt about the Company's ability to continue as a going concern."
SIGA had total assets of $202 million, total liabilities of
$506 million and stockholders' deficit of $304 million at
June 30, 2016.
SPORTS AUTHORITY: Given Until Dec. 27 to File Chapter 11 Plan
-------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware extended TSAWD Holdings, Inc., et. al.'s exclusive
periods to file a chapter 11 plan and solicit acceptances to the
plan, through December 27, 2016 and February 26, 2017,
respectively.
Absent an extension, the Debtors' exclusive plan filing period
would have expired on September 28, 2016. Their exclusive
solicitation period was set to expire on November 28, 2016.
The Debtors told the Court that they sought the extension of their
exclusive periods so that they could be afforded sufficient time to
finish reconciliations and other post-closing administrative tasks
related to the sale of their assets. The Debtors further told the
Court that they would evaluate their assets and adminstrative
liabilities, on a Debtor-by-Debtor basis, in order to determine if
any chapter 11 plan is feasible with respect to one or more of the
Debtors.
About Sports Authority Holdings
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors. Lawyers at Pachulski
Stang Ziehl & Jones LLP represent the Official Committee of
Unsecured Creditors.
* * *
In May 2016, the Delaware Court allowed Sports Authority to proceed
with the liquidation of all of its roughly 450 stores across the
country after the Debtors resolved or beat out about 100 objections
to the sale. Judge Mary F. Walrath approved an agreement for a
joint venture of Gordon Brothers Retail Partners LLC, Hilco
Merchant Resources LLC and Tiger Capital Group LLC to conduct going
out of business sales. The Joint Venture won an auction for the
Debtors' inventory. The Debtors failed to obtain a winning
going-concern bid at a May 17, 2016 auction.
In July 2016, Judge Walrath approved the sale of the Debtors'
intellectual property and more than two dozens of property leases
to Dick's Sporting Goods Inc. A Wall Street Journal report, citing
anonymous sources, said Dick's bid was for $15 million.
ST. JAMES NURSING: Court Confirms Chapter 11 Plan
-------------------------------------------------
Judge Thomas J. Tucker of the United States Bankruptcy Court for
the Eastern District of Michigan, Southern Division, confirmed the
Chapter 11 plan, with amendments to the plan, filed by St. James
Nursing and Physical Rehabilitation Center, Inc., and its debtor
affiliates.
The Debtors in the two jointly-administered Chapter 11 cases are
St. James Nursing and Physical Rehabilitation Center, Inc., and
MPMS St. James Real Estate Acquisition, LLC (RE Hold Co.). St.
James owns and operates a business in the form of a skilled nursing
care facility, located at 15063 Gratiot Ave., Detroit, Michigan.
RE Hold Co. owns the real estate at the location of the St. James
facility. In their joint Chapter 11 plan, the Debtors propose to
reorganize their debts, and continue to operate their businesses.
A hearing was held on August 24, 2016, regarding confirmation of
the Debtors' proposed amended Chapter 11 Plan. Many parties filed
objections to confirmation, all of which have been resolved by
agreement, except (1) the joint objections of VPH Pharmacy, Inc.;
Reliance Pharmacy, Inc.; Rajesh Patel; and Chiman Patel
(collectively the "Patel-Related Entities"); and (2) the objection
of Rehab Solutions, Inc., an unsecured creditor that filed a
"concurrence" in the objections of the Patel-Related Entities.
The agreed settlement of the resolved objections is reflected in
the provisions of a proposed order confirming the Plan attached to
the stipulation filed by the Debtors on September 14, 2016. All
objecting parties except the Patel-Related Entities and Rehab
Solutions signed the OCP Stipulation.
The objections of the Patel-Related Entities to confirmation boiled
down to two arguments: namely, that the Debtors have not
demonstrated that the Plan meets the feasibility requirement of 11
U.S.C. Section 1129(a)(11); and that the Debtors have not proposed
the plan in good faith, as required by 11 U.S.C. Section
1129(a)(3).
Judge Tucker held that the Debtors have met their burden of proof
as to feasibility and overruled the Patel-Related Entities's
objections to confirmation. The judge found that the Debtors have
met their burden of proving, by a preponderance of the evidence,
"that there is a 'reasonable probability' that the [Debtors] will
be able make all of the payments to creditors according to the
terms provided in the [Plan as Amended]," and meet their "future
obligations... as may be incurred in [their] business operations."
Because the Debtors' proposed Plan as Amended was found to be
feasible, Judge Tucker also rejected the Patel-Related Entities
related objection that the Plan is not proposed in good faith, as
that argument was premised on the claim that the Debtors were
proposing a plan that was not feasible.
For the same reasons, Judge Tucker also overruled the objections of
Rehab Solutions, which merely "concurred" in the objections of the
Patel-Related Entities by reference. In addition, Judge Tucker
found that Rehab Solutions abandoned its "concurrence" objections,
and that those objections must be overruled for lack of
prosecution, due to the failure of Rehab Solutions to appear at and
participate in either the August 24, 2016 confirmation hearing or
the September 13, 2016 evidentiary hearing.
Judge Tucker thus confirmed the Debtors' Plan, with amendments to
that Plan, all as reflected in the OCP Stipulation and proposed
confirmation order attached to that stipulation. Relatedly, Judge
Tucker also entered a separate order denying the motion filed by
the Patel-Related Entities for the appointment of a Chapter 11
trustee, and denying, as moot, discovery-related motions filed by
the Debtors on August 31, 2016 and filed by the Patel-Related
Entities on September 2, 2016.
A full-text copy of Judge Tucker's September 16, 2016 opinion is
available at https://is.gd/ujHU6F from Leagle.com.
St. James Nursing & Physical Rehabilitation Center, Inc., Debtor In
Possession, is represented by:
Michael E. Baum, Esq.
Kim K. Hillary, Esq.
John J. Stockdale, Jr., Esq.
Jason L. Weiner, Esq.
40950 Woodward Avenue, Suite 100
Bloomfield Hills, MI 48304
Tel: (248)540-3340
Email: mbaum@schaferandweiner.com
khillary@schaferandweiner.com
jstockdale@schaferandweiner.com
jweiner@schaferandweiner.com
Daniel M. McDermott, U.S. Trustee, is represented by:
Leslie K. Berg, Esq.
Claretta Evans, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
211 West Fort Street, Suite 700
Detroit, MI 48226
Tel: (313)226-7999
Fax: (313)226-7952
About St. James Nursing
St. James Nursing & Physical Rehabilitation Center Inc. filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 16 42333
on February 22, 2016. The petition was signed by Bradley Mali,
president. The Debtor estimated assets of $0 to $50,000 and debts
of $1 million to $10 million. The Debtor is represented by Michael
E. Baum, Esq., at Schafer and Weiner, PLLC. The case is assigned to
Judge Phillip J. Shefferly.
ST. LUKE BAPTIST: Sale of Long Beach Property for $350K Approved
----------------------------------------------------------------
Judge Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California authorized St. Luke Baptist Church, doing
business as St. Luke Holy Baptist church to sell its interest in
real property located at 3420 Denver Avenue, Long Beach, California
("3420 Denver Property") to Ignacio Gonzalez and Alba Sanchez for
$350,000.
The sale is free and clear of any and all encumbrances.
A hearing on the Motion was held on Oct. 4, 2016 at 3:00 p.m.
The Purchasers are not assuming nor will the Purchasers in any way
whatsoever be liable or responsible, as successors or otherwise,
for any encumbrances of or against the Debtor or encumbrances in
any way whatsoever relating to or arising from the 3420 Denver
Avenue Property or the Debtor's operations or use of the 3420
Denver Avenue Property on or prior to the completion of the sale.
At or promptly after the closing of the sale of the 3420 Denver
Avenue Property, the Debtor and the escrow holder are authorized
and directed to pay directly from escrow the proceeds of the sale:
a. No Payment of Broker: There are no brokerage or finder's fee
or commissions payable to any parties;
b. Payment of Escrow and Title: Debtor's own portion (one half)
of the Escrow Fee and for owner's title insurance from the purchase
price of the 3420 Denver Avenue Property;
c. Payment for Inspections and Reports, and Government
Requirements and Retrofit: All expenses relating to inspections and
reports, and government requirements and retrofits necessary to
complete the sale of the 3420 Denver Avenue Property, including,
without limitation, the costs for a natural hazard zone disclosure
report, for smoke detector installation and/or water heater
bracing, and for the cost of compliance with any minimum mandatory
government retrofit standards, inspections, and reports if required
as a condition of closing escrow under any law;
d. Transfer Costs: The County transfer tax or transfer fee and
the City transfer tax or transfer fee;
e. Real Property Taxes: All unpaid real estate taxes owing to
the Los Angeles County Tax Collector; and
f. Secured Claims: (i) Approximately $75,352, or the amount of
BDM Mortgage's secured claim, to secured creditor, BDM Mortgage, on
account of BDM Mortgage's secured claim; and (ii) Approximately
$164,302, or the amount of Southwest Baptist's secured claim, to
secured creditor, Southwest Baptist, on account of Southwest
Baptist's secured claim.
The Court further orders that any surplus escrow proceeds from the
sale be deposited into the debtor-in-possession bank account
maintained in the case. No distributions of these segregated funds
will be made except upon further order of the Court.
About St. Luke Baptist Church
Long Beach, California-based St. Luke Baptist Church, doing
business as St. Luke Holy Baptist Church, sought the Chapter 11
protection (Bankr. C.D. Cal. Case No. 16-15570) on Feb. 29, 2016.
The Debtor estimated assets in the range of $500,001 to $1,000,000
and $100,001 to $500,000 in debt.
The petition was signed by the Debtor's counsel.
The Debtor tapped Michele A Dobson, Esq., at the Law Offices of
Michele A. Dobson as counsel.
STEREOTAXIS INC: DAFNA Capital Reports 6.27% Stake as of Sept. 29
-----------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, DAFNA Capital Management, LLC, Dr. Nathan Fischel and
Dr. Fariba Ghodsian disclosed that as of Sept. 29, 2016, they
beneficially own 1,372,862 shares of common stock of Stereotaxis,
Inc., representing 6.27 percent of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://is.gd/cZpzlE
About Stereotaxis
Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures. The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.
Stereotaxis reported a net loss of $7.35 million on $37.7 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $5.20 million on $35.01 million of total revenue for
the year ended Dec. 31, 2014.
As of June 30, 2016, Stereotaxis had $16.25 million in total
assets, $37.92 million in total liabilities and a total
stockholders' deficit of $21.66 million.
In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2015, Ernst & Young LLP, in St. Louis,
Missouri, issued a "going concern" qualification stating that
the Company has incurred recurring losses from operations and has a
net capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.
STEWARD HEALTH: S&P Withdraws B- CCR on Hospitals Sale
------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Steward Health Care System LLC. The outlook is positive. S&P is
subsequently withdrawing all ratings, including all issue-level
ratings on Steward.
"The rating actions follow the completion of Steward's financing
transaction with MPT, resulting in MPT acquiring five of Steward's
hospital properties and proving mortgage financing for four
others," said S&P global Ratings credit analyst Shannan Murphy. MPT
also acquired a minority stake in the company's operations as part
of the $1,250 million transaction, which resulted in the retirement
of all rated Steward debt.
While Steward's financial debt has been repaid, the company is
incurring a long-term lease obligation with respect to its
hospitals. For this reason, S&P believes that credit quality is
unchanged relative to the pre-acquisition capital structure.
STILLWATER ASSET: Claims vs Paradigm Credit Dismissed
-----------------------------------------------------
In the adversary proceeding is STILLWATER LIQUIDATING LLC,
Plaintiff, v. NET FIVE AT PALM POINTE, LLC, et al., Defendants,
GEROVA FINANCIAL GROUP LTD., Nominal Defendant, Adv. Pro. No.
14-02245 (MEW) (Bankr. S.D.N.Y.), Judge Michael E. Wiles of the
United States Bankruptcy Court for the Southern District of New
York ruled on the remaining motions to dismiss Stillwater
Liquidating LLC's complaint seeking to recover certain assets.
Stillwater Liquidating claimed that the "Stillwater Funds" were
defrauded in 2010 when their assets were transferred to the Gerova
group of companies and then, a few months later, to the Net Five
group of companies. Stillwater Liquidating sought to recover the
properties or their values. Some defendants are persons and
entities who allegedly committed the fraud. Other defendants are
buyers of real property, or secured lenders, who were sued as
"subsequent transferees" of properties that the Stillwater Funds
once owned. The secured lenders (but not the buyers) also were
accused of aiding and abetting the alleged fraud and joining in a
conspiracy to commit it.
Many of the defendants filed motions to dismiss. Some of the
moving defendants have since settled the claims and have been
dismissed from the case. As to the remaining motions, Judge Wiles
held that:
(1) All claims asserted against Paradigm Credit Corporation,
Calhoun Commercial Construction LLC, SFN Dekalb Holdings
LLC, John R. Daniel and Yvette Daniel, and Stephen J.
McDonald and Vicki McDonald should be dismissed; and
(2) To the extent the Amended Complaint asserts fraudulent
transfer claims against Net Five Holdings and its
subsidiaries who have been named as defendants based on
transfers of assets that never belonged to a debtor in a
bankruptcy case, those claims also should be dismissed.
However, the Net Five defendants' joinder in motions to
dismiss filed by other parties is not, by itself,
sufficient to warrant a dismissal of the other claims
against them.
Among other problems, Judge Wiles found that the amended complaint
is replete with inconsistencies and with plain factual and legal
errors regarding the transfers of the properties and the claims
against the defendants.
The fraudulent transfer claims against Net Five entities should be
dismissed to the extent they are based on alleged transfers of
properties other than transfers of the participation interests that
the Offshore Fund owned, Judge Wiles found that the other claims
against the Net Five Defendants have not really been put in issue
by the Net Five Defendants' limited joinders in other motions and
thus, were not dismissed.
The bankruptcy case is In re: STILLWATER ASSET BACKED OFFSHORE FUND
LTD., Chapter 11, Debtor, Case No. 12-14140 (MEW) (Bankr.
S.D.N.Y.).
A full-text copy of Judge Wiles' September 2, 2016 opinion is
available at https://is.gd/00W13n from Leagle.com.
Stillwater Liquidating LLC is represented by:
Richard J. Bernard, Esq.
Katherine R. Catanese, Esq.
Douglas E. Spelfogel, Esq.
FOLEY & LARDNER LLP
90 Park Avenue
New York, NY 10016-1314
Tel: (212)682-7474
Fax: (212)687-2329
Email: rbernard@foley.com
kcatanese@foley.com
dspelfogel@foley.com
-- and --
David B. Goroff, Esq.
FOLEY & LARDNER LLP
321 North Clark Street, Suite 2800
Chicago, IL 60654-5313
Tel: (312)832-4500
Fax: (312)832-4700
Email: dgoroff@foley.com
Net Five at Palm Pointe, LLC is represented by:
Marc Stuart Goldberg, Esq.
MARC STUART GOLDBERG, LLC
670 White Plains Road, Suite 121
Scarsdale, NY 10583
Tel: (914)725-8200
Paradigm Credit Corporation is represented by:
Jay Nussbaum, Esq.
Joshua T. Reitzas, Esq.
BERLANDI NUSSBAUM & REITZAS LLP
125 Park Avenue, 25th Floor
New York, NY 10017
Tel: (212)804-6329
Fax: (646)461-2312
Email: jnussbaum@bnrllp.com
jreitzas@bnrllp.com
Saunders Capital LLC is represented by:
Bruce Minkoff, Esq.
ROBINOWITZ COHLAN DUBOW & DOHERTY, LLP
Calhoun Commercial Construction LLC is represented by:
Laura-Michelle Horgan, Esq.
Jonathan B. Nelson, Esq.
DORF & NELSON LLP
The International Corporate Center
555 Theodore Fremd Avenue
Rye, NY 10580
Tel: (914)381-7600
Email: lhorgan@dorflaw.com
jnelson@dorflaw.com
Judge Street Realty LLC is represented by:
David K. Fiveson, Esq.
BUTLER, FITZGERALD, FIVESON & MCCARTHY
Nine East 45th Street, Ninth Floor
New York, NY 10017
Tel: (212)615-2200
Fax: (212)615-2215
Email: dfiveson@bffmlaw.com
Shreeji Hospitality of Charlotte, LLC is represented by:
Jorian L. Rose, Esq.
BAKER HOSTETLER LLP
45 Rockefeller Plaza
New York, NY 10111-0100
Tel: (212)589-4200
Fax: (212)589-4201
Email: jrose@bakerlaw.com
Redrock Kings, LLC is represented by:
Scott Krinsky, Esq.
BACKENROTH FRANKEL & KRINSKY, LLP
800 Third Avenue, 11th Floor
New York, NY 10002
Tel: (212)593-1100
Fax: (212)644-0544
Email: skrinsky@bfklaw.com
John R. Daniel III is represented by:
Brian J. Grieco, Esq.
ACKERMAN, LEVINE, CULLEN, BRICKMAN
1010 Northern Boulevard, Suite 400
Great Neck, NY 11021
Tel: (516)829-6900
Email: bgrieco@ackermanlevine.com
Camden Real Estate Opportunity Fund I, LLC is represented by:
Lucas F. Hammonds, Esq.
SILLS CUMMIS & GROSS, P.C.
The Legal Center
One Riverfront Plaza
Newark, NJ 07102
Tel: (973)643-7000
Fax: (973)643-6500
Email: lhammonds@sillscummis.com
-- and --
Evan D. Smiley, Esq.
Autumn D. Spaeth, Esq.
SMILEY WANG-EKVALL, LLP
3200 Park Center Drive, Suite 250
Costa Mesa, CA 92626
Tel: (714)445-1000
Fax: (714)445-1002
Email: esmiley@swelawfirm.com
aspaeth@swelawfirm.com
CL RP Stonecrest, LLC is represented by:
Richard F. Harrison, Esq.
WESTERMAN BALL EDERER MILLER & SHARFSTEIN, LLP
1201 RXR Plaza
Uniondale, NY 11556
Email: rharrison@westermanllp.com
Tel: (516)622-9200
Fax: (516)622-9212
About Stillwater Asset
Investment funds allegedly owed roughly $35.8 million, filed an
involuntary Chapter 11 petition against Brooklyn-based
Stillwater Asset Backed Offshore Fund Ltd. (Bankr. S.D.N.Y. Case
No. 12-14140) on Oct. 3, 2012. Bankruptcy Judge Allan L. Gropper
oversees the case. The petitioning creditors are represented by
Douglas E. Spelfogel, Esq., Richard Bernard, Esq., Mark Wolfson,
Esq., and Katherine R. Catanese, Esq., at Foley & Lardner LLP
An affiliated entity, Gerova Financial Group, Ltd., a Bermuda-
based financial-services company, is the subject of Chapter 15
bankruptcy proceedings (Bankr. S.D.N.Y. Case No. 12-13641)
commenced on Aug. 24, 2012.
Liquidators of Gerova -- Michael Morrison and Charles Thresh, both
of KPMG Advisory Limited, and John McKenna of Finance and Risk
Service Ltd, Bermuda -- filed the Chapter 15 petition, estimating
up to $100 million in assets and as much as $500 million in
liabilities. A Chapter 15 petition was also filed for Gerova
Holdings Ltd. (Case No. 12-13642), which is estimated to have
under $100,000 in assets and liabilities.
Hamilton-based Gerova Financial, formerly known as Asia Special
Situations Acquisition Corp., was primarily involved, from 2010
on, in the business of investing in and managing certain types of
illiquid financial assets. Gerova planned to then use such assets
as regulatory capital for insurance companies, though this
strategy was not fully implemented.
After lengthy proceedings and over the objections of Gerova's
then-current management, on July 20, 2012, the Bermuda Court
entered an order appointing Morrison, et al., as joint provisional
liquidators of GFG. Morrison, et al., were also appointed
provisional liquidators of GHL on Aug. 20.
Judge Gropper also oversees the Gerova Chapter 15 case. Peter A.
Ivanick, Esq., and lawyers at Hogan Lovells US LLP represent the
Liquidators as counsel.
On Jan. 31, 2013, the Bankruptcy Court has denied a motion filed
by Stillwater Asset Backed Offshore Fund Ltd. to dismiss the
involuntary Chapter 11 petition. Instead, the judge entered an
order for relief under chapter 11 of the Bankruptcy Code (11
U.S.C. Sec. 101 et seq.) against the Debtor effective Jan. 17,
2013. Jack Doueck and Richard I. Rudy are designated as
responsible persons for the Debtor.
ASK LLP serves as counsel for the Debtor, and Foley & Lardner LLP
serves as counsel to the unsecured creditors committee of the
Debtor.
SUNPOWER BY RENEWABLE: Gets Final Nod to Use Cash Collateral
------------------------------------------------------------
Judge Laurel E. Davis of the U.S. Bankruptcy Court for the District
of Nevada authorized Sunpower by Renewable Energy Electric, Inc. to
use cash collateral on a final basis.
Judge Davis granted SunPower Corporation Systems, SunPower North
America, LLC, SunPower Corporation and its affiliates, with a
superpriority administrative claim for the materials sold and
services provided to the Debtor, so long as such purchases are made
within the Debtor's budget during the bankruptcy case.
As earlier reported by the Troubled Company Reporter, Judge Davis
approved the Debtor's Stipulation with Strategic Funding Source,
Inc. and Pearl Gamma Funding, LLC, regarding the interim use of
cash collateral, where the Debtor was authorized to use Cash
Collateral through Sept. 20, 2016 to pay costs, fees and expenses
related to the administration of the Chapter 11 Case, and any other
administrative expenses approved by the Court.
A full-text copy of the Final Order dated September 27, 2016 is
available at https://is.gd/70Z0Uk
About Sunpower by Renewable Energy
Sunpower by Renewable Energy Electric, Inc. filed a chapter 11
petition (Bankr. D. Nev. Case No. 16-14459-led) on August 12, 2016.
The petition was signed by Jason M. Vita, president.
The case is assigned to Honorable Laurel E. Davis. The Debtor is
represented by Samuel A. Schwartz, Esq. and Bryan A. Lindsey, Esq.,
at Schwartz Flansburg PLLC.
The Debtor is a solar energy company and provides solar energy
services, including the assessment and installation of solar panels
to residential and commercial customers in Nevada, Arizona and
California.
At the time of filing, the Debtor estimated assets at $1 million to
$10 million and liabilities at $1 million to $10 million. A copy
of the Debtor's list of 11 unsecured creditors is available for
free at http://bankrupt.com/misc/nvb16-14459.pdf
TATOES LLC: Plan Mulls Merger of 3 Debtors, Full Payment
--------------------------------------------------------
Wahluke Produce, Inc., Columbia Manufacturing, Inc., and Tatoes,
LLC, filed a Combined Plan of Reorganization and Disclosure
Statement that contemplate a merger of the three entities.
On the Effective Date of the Plan, the Debtors propose to merge
Wahluke and Columbia into Tatoes, which will in turn operate as the
"Reorganized Debtor" pursuant to the Plan.
The payments contemplated by the Plan will be funded through the
operations and cash assets of the Reorganized Debtor. Tatoes will
assume and conduct all of the Debtors' farming, storage, packing
and sales operations from and after the Effective Date. The cash
flow generated from the combined operations of Tatoes will be
sufficient to fund all of the plan obligations.
The Debtors have prepared a 2016-2017 budget related to their
combined operations. Based upon the crop cycle, Tatoes is in the
process of procuring land upon which it can grow 2017 crops. This
land must be fumigated in September and October in order to
maximize the yields and quality of the 2017 crops. The Debtors
anticipate filing a motion to use cash collateral, consisting of
proceeds from the 2016 crops in order to commence 2017 operations
consistent with the Budget.
The combined net income from operations for the period September,
2016 through August 2017 is projected to be $2,039,000 for that
period.
Secured claims against the Debtors total $23,637,000, which is
comprised largely of the secured claim of RAF and the secured
claims of Saddle Mountain Supply Company and Windflow Fertilizer
Company, both of whom provided inputs into Tatoes' 2016 crops prior
to the filing of the bankruptcy petitions.
Total unsecured claims against the Debtors are approximately
$4,307,000. The majority of these unsecured claims constitute
claims of trade creditors which related to inputs into the Debtors'
2015 crops.
Secured claims will be paid in full, although they are still
impaired under the Plan. Rabo AgriFinance (RAF), which asserted a
secured claim against the Debtors, as of the Petition Date, in the
amount of $22,152,130 plus interest, will accrue interest at the
rate of 4% per annum from the Effective Date until paid in full.
The claim will be paid as follows:
(a) commencing on the last date of the calendar quarter
following the Effective Date and on the last day of each of the
three subsequent calendar quarters, the Reorganized Debtor will
make interest only payments to RAF;
(b) commencing on the last date of fifth calendar quarter
following the Effective Date and continuing on the last day of each
of the seven subsequent calendar quarters, the Reorganized Debtor
will make interest only payments to RAF plus principal reduction
payments of $50,000 per calendar quarter;
(c) commencing on the last day of the thirteenth calendar
quarter following the Effective Date and continuing on the last day
of each of the 87 subsequent calendar quarters, the Reorganized
Debtor will make equal principal and interest payments which are
sufficient to fully amortize and pay the remaining balance of the
RAF Claim by the end of such period.
The Plan proposes to treat unsecured claims as follows:
-- Allowed unsecured claims against Wahluke, Columbia and
Tatoes in an amount less than $2,500 (Class 9. Unsecured Creditors
– Administrative Convenience) will be paid in full within 60 days
following the Effective Date of the Plan; and
-- All other allowed unsecured claims against Wahluke Produce
(Class 10), unsecured claims against Columbia Manufacturing (Class
11), and unsecured claims against Tatoes ("Class 12") will be paid
10 equal annual payments of principal and interest. No claimant
will be entitled to any postpetition interest, attorneys' fees,
late charges or other charges, whether due under an agreement or
otherwise. The claimants will receive interest on their claims at
the rate of 2% per annum from the Effective Date until paid in
full. The first annual payment to claimants will be due one year
after the Effective Date of the Plan, and the remaining nine
payments will be due on the same day of each subsequent year.
Attorneys for Wahluke Produce:
Roger W. Bailey, Esq.
Joshua J. Busey, Esq.
BAILEY & BUSEY PLLC
411 N. 2nd Street
Yakima, WA 98901
Tel: 509.248.4282
Fax: 509.575.5661
E-mail: roger.bailey.attorney@gmail.com
Counsel for Tatoes, LLC:
Paul H. Williams, Esq.
1314 N. Avenue
P.O. Box 123
Yakima, WA 98907
Tel: (509)453-4799
Fax: (509)575-3622
E-mail: phwatlaw@yahoo.com
Counsel for Columbia Manufacturing:
James P. Hurley, Esq.
HURLEY & LARA
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/waeb16-00900_131_DS_Wahluke.pdf
Christensens-Owned Entities
Del and Daneen Christensen have been farming in the Columbia Basin
for in excess of 30 years. The Christensens have formed a number
of companies which are involved in certain aspects of the farming
operations. These companies include Tatoes, Wahluke & Columbia,
which are owned 100% by Del & Daneen Christensen.
The Christensens are also majority owners of a number of companies
which are not currently in bankruptcy (collectively "Related
Entities"), including U12B253, LLC, Terra Management, LLC, Saddle
Mountain Wireless, Inc. and& DAC Properties. U12, Terra, DAC, and
Del and Daneen Christensen own a significant amount (approximately
1,200 acres) of real property in the Mattawa and Royal City.
Tatoes was originally formed in order to farm the real properties
owned by Del and Daneen Christensen and the Related Entities as
well as other property which would be leased on an annual basis.
During the past several years, Tatoes has farmed between 3,000 to
4,000 acres of potatoes, onions and wheat. In 2016, Tatoes is
farming approximately 1,700 acres of potatoes, 800 acres of onions
and 300 acres of wheat. Because onions and potatoes are rotational
crops, which cannot be planted on the same land every year, Tatoes
is required to lease a significant amount of land from other
farmers each year.
Once the crops are harvested, Tatoes either delivers the crops to
storage or delivers them directly to Wahluke or Columbia. Wahluke
was formed in order to pack and sell the potato crops produced by
Tatoes. Columbia was formed in order to pack and sell the onion
crops produced by Tatoes.
The Debtors disclosed total assets of $23,618,650 and total
liabilities of $33,920,000 as of Aug. 31, 2016.
Disclosures Objections
For any objections, written objections to the approval of the
written disclosure statement must be filed with the Clerk of the
Bankruptcy Court at 402 East Yakima Avenue, Suite 200, Yakima,
Washington 98902 and request for hearing no later than Oct. 31,
2016 and serve a copy on counsel for the Debtors.
About Tatoes, LLC
Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing,
Inc., are engaged in farming, packing, storing, and selling
potatoes, onions and wheat. Each of the Debtors filed Chapter 11
bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900,
16-00899 and 16-00898, respectively) on March 21, 2016.
Tatoes LLC estimated assets and liabilities in the range of $10
million to $50 million. Wahluke Produce and Columbia Manufacturing
each estimated assets in the range of $50 million to $100 million
and liabilities of up to $100 million.
Wahluke has employed Bailey & Busey, PLLC as legal counsel;
Columbia has employed Hurley & Lara as legal counsel; and Tatoes
has employed the Law Offices of Paul H. Williams as counsel.
Southwell & O'Rourke is counsel for Tatoes Unsecured Creditors
Committee
The deadline for filing proofs of claim was Aug. 1, 2016.
THERAPEUTICSMD INC: Wellington Reports 6.93% Stake as of Sept. 30
-----------------------------------------------------------------
Wellington Management Group LLP, Wellington Group Holdings LLP and
Wellington Investment Advisors Holdings LLP disclosed that as of
Sept. 30, 2016, they beneficially own 13,608,413 shares of common
stock of TherapeuticsMD, Inc., representing 6.93 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/0TDU2J
About TherapeuticsMD
Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women. The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics. The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.
For the year ended Dec. 31, 2015, the Company reported a net loss
of $85.07 million on $20.1 million of net revenues compared to a
net loss of $54.2 million on $15.0 million of net revenues for the
year ended Dec. 31, 2014.
As of June 30, 2016, TherapeuticsMD had $177 million in total
assets, $9.33 million in total liabilities and $167 million in
total stockholders' equity.
TIMELESS FITNESS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Timeless Fitness Gloucester, LLC
295 Route 46
Rockaway, NJ 07866
Case No.: 16-29524
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: October 13, 2016
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. John K. Sherwood
Debtor's Counsel: Barry Scott Miller, Esq.
BARRY S. MILLER, ESQ.
70 Clinton Avenue
Newark, NJ 07114
Tel: 973-216-7030
Fax: 973-824-2446
E-mail: bmiller@barrysmilleresq.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Bruce J. Wishnia, managing member.
The Debtor did not file a list of its largest unsecured
creditors together with the petition.
TNP TITAN: Selling San Antonio Property to Brockwell for $7.25M
---------------------------------------------------------------
TNP Titan Plaza Fund, LLC, asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the sale of commercial real
estate located at 2700 NE Loop 410 and 8200 Perrin Beitel, San
Antonio, Texas, to Brockwell Investments, LLC, for $7,250,000.
The Debtor owns and leases the Real Property. The Debtor conducts
no other business operations besides the management and leasing of
the Real Property. The Real Property is "single asset real estate"
and the Debtor is a "single asset real estate" entity.
The Debtor's largest creditor is Romeo Echo Oscar, LLC ("REO"), the
successor-in-interest to an original lender and current holder of
various loan documents—including a certain promissory note in
favor of REO's predecessor-in-interest in the principal amount of
$6,300,000 ("Note")--dating back to or otherwise arising out of the
Debtor's purchase of the Real Property in 2010. REO, as the Note's
holder, filed a claim against the Debtor's chapter 11 estate on
July 26, 2016, for a total outstanding amount of approximately
$3,900,000 under the Note and various allegedly applicable interest
charges, late fees, and other charges. The REO claim is by far the
largest secured claim against the Debtor's estate, representing
$3,900,000 of approximately $4,061,000 million in total secured
claims.
Unsecured claims against the Debtor's bankruptcy estate total
approximately $773,338, all of which are non-priority claims,
bringing the overall total of all claims against the Debtor's
estate to less than $5,000,000.
Among the non-priority unsecured claims filed against the Debtor's
estate is an unsecured claim filed by a tenant, VHS San Antonio
Partners, LLC, doing business as Baptist Health System ("VHS"), for
approximately $245,000 ("VHS Claim") that VHS alleges Debtor owes
it pursuant to a 2009 lease agreement involving certain
improvements to the leased premises. The VHS Claim is currently the
subject of a pending lawsuit filed in the Texas District Court for
Bexar County, Texas.
On June 16, 2016, the Court entered an order authorizing the Debtor
to employ Endura Advisory Group as real estate broker for the
marketing and sale of the Real Property, which comprises the vast
majority of the Debtor's assets to be administered as part of the
bankruptcy estate. Endura immediately began marketing the Real
Property, and on July 18, 2016, Endura received several offers to
purchase of the Real Property ranging between $4,225,000 and
$7,250,000.
Now having negotiated with several prospective buyers for the
purchase of the Real Property, the Debtor is satisfied with the
terms of the highest offer of $7,250,000 submitted by Brockwell and
now seeks to proceed with a private sale of the Real Property
("Brockwell Sale") pursuant to Section 363 of the Bankruptcy Code.
In connection with the Brockwell Sale, the Debtor proposes to pay
all allowed Secured Claims, as well as any outstanding 2016
property taxes attributable to the Debtor at Closing. A plan of
liquidation will follow the Brockwell Sale to address the
administration of unsecured claims and the proceeds from the
Brockwell Sale will leave it with more than sufficient cash to
satisfy all claims against the Debtor's bankruptcy estate.
The Debtor also seeks to assume and assign the Tenant Leases to
Brockwell, including the payment of the Cure Amounts. In
connection with cure amounts, the Debtor would propose that the
Court set a deadline of Nov. 4, 2016 for the filing of objections
to the Cure Amount. Any objection filed to the Cure Amount must be
filed with the Court by Nov. 4, 2016. Any objection to the
proposed assumption and assignment of an Unexpired Lease or Cure
Amount that remains unresolved will be heard by the Court prior to
the closing of the Brockwell Sale, which will be no later than Dec.
2, 2016.
The Debtor requests that the Court's order also provide that, upon
closing of Brockwell Sale, the Debtor be authorized to pay any and
all closing costs, any outstanding amounts owed for real property
taxes, the Allowed Claims owed to each of the Secured Creditors, as
well as any Cure Amount established prior to closing. Such
payments will reduce any additional costs and expenses that Debtor
would unnecessarily incur by holding all of the sale proceeds
pending approval of a plan of reorganization.
The Debtor also requests that the Court waive the requirements of
Fed. R. Bankr. P. 6004(h). Such a waiver is proper in these
circumstances so the Debtor may move forward as quickly as possible
in consummation of the Brockwell Sale, the delay of which is in no
party's best interest.
A copy of the purchase-and-sale agreement and the list of cure
amounts attached to the Motion is available for free at:
http://bankrupt.com/misc/TNP_Titan_73_Sales.pdf
The Purchaser:
BROCKWELL INVESTMENTS, LLC
P.O. Box 6784
San Antonio, TX 78209
Attn: Todd L. Brockwell
Telephone: (210) 215-7055
E-mail: tbrockwell@brockwelladvisors.com
The Purchaser is represented by:
Robert A. Rosenthal, Esq.
ROSENTHAL PAUERSTEIN SANDOLOSKI AGATHER LLP
755 E. Mulberry Ave., Ste. 200
San Antonio, TX 78212
Telephone: (210) 244-8860
E-mail: brosenthal@rpsalaw.com
About TNP Titan
Headquartered in San Antonio, Texas, TNP Titan Plaza Fund, LLC,
owns and leases commercial real estate located at 2700 NE Loop 410
and 8200 Perrin Beitel, San Antonio, Texas 78218. It conducts no
other business operations besides the management and leasing of
the
Real Property.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Tex. Case No. 16-50780) on April 4, 2016, estimating its assets at
between $1 million and $10 million and liabilities at between $1
million and $10 million. The petition was signed by Anthony W.
Thompson, CEO of managing member.
Judge Craig A. Gargotta presides over the case.
Thomas Rice, Esq., at Pulman, Cappuccio, Pullen, Benson & Jones,
LLP, serves as the Debtor's counsel.
TODD LEE HENNINGS: Hearing on Disclosure Statement Set For Nov. 28
------------------------------------------------------------------
The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland will hold on Nov. 28, 2016, at 2:00 p.m. a
hearing to consider Todd Lee Hennings' disclosure statement dated
Oct. 3, 2016, describing the Debtor's plan of reorganization dated
Oct. 3, 2016.
Objections to the Disclosure Statement must be filed by Nov. 8,
2016.
Within 14 days after the entry of the Oct. 5, 2016 court order, the
court order, the Disclosure Statement and Plan will be distributed
by the plan sponsor.
Todd Lee Hennings filed for Chapter 11 bankruptcy protection
(Bankr. D. Md. Case No. 16-13935) on March 25, 2016. Kimberly D.
Marshall, Esq., the Debtor's bankruptcy counsel, can be reached
at:
Kimberly D. Marshall, Esq.
603 Post Office Road
Suite 209
Waldorf, MD 20602
E-mail: somdbankruptcy@aol.com
TRANSDIGM INC: S&P Affirms 'B' Rating on Upsized Term Loan F
------------------------------------------------------------
S&P Global Ratings affirmed all of its issue-level ratings on
TransDigm Inc., including S&P's 'B' issue-level rating on the
company's upsized term loan F due June 2023.
TransDigm has increased the size of the planned add-on to its term
loan F to $1.150 billion from the $650 million it originally
proposed. The company will use the proceeds from this add-on,
along with cash on hand, to repay its $500 million senior
subordinated notes due 2021 and pay a $1.1 billion-$1.5 billion
dividend. The upsizing does not affect S&P's ratings on the
company's secured credit facilities, nor does the repayment of its
senior subordinated notes impact S&P's ratings on the company's
remaining subordinated debt. The increased debt and dividend are
also in line with S&P's expectations for the rating and this
transaction does not change its forecast that the company will
maintain a debt-to-EBITDA metric of 6.0x-6.5x in fiscal-year 2017.
S&P's ratings on TransDigm reflect the company's above-average
profit margins, its leading positions in the niche markets for
engineered aircraft components, its good product diversity, its
weak credit metrics, and its high leverage (as the company uses its
excess cash to fund acquisitions and large periodic special
dividends).
RATINGS LIST
TransDigm Inc.
Corporate Credit Rating B/Stable/--
Ratings Affirmed
TransDigm Inc.
Senior Secured B
Recovery Rating 3H
Subordinated CCC+
Recovery Rating 6
TRIFECTA FIT SPORT: Taps Cohen & Bordeaux as Legal Counsel
----------------------------------------------------------
Trifecta Fit Sport, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire legal counsel
in connection with its Chapter 11 case.
The Debtor proposes to hire Cohen & Bordeaux, LLP to provide legal
services, which include advising the Debtor regarding its duties,
assisting in the administration of its assets, and preparing a plan
of reorganization.
Jerome Cohen, Esq., and Clifford Bordeaux, Esq., the attorneys
designated to represent the Debtor, will be paid $500 per hour and
$350 per hour, respectively.
Mr. Cohen disclosed in a court filing that he and his firm are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jerome S. Cohen, Esq.
Clifford S. Bordeaux, Esq.
Cohen & Bordeaux, LLP
865 S. Figueroa Street, Suite 1388
Los Angeles, CA 90017
Phone: 213-267-1000
Fax: 213-805-6540
Email: jsc@cohenbordeaux.com
Email: bordeaux.ecf@gmail.com
About Trifecta Fit Sport
Trifecta Fit Sport, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-22120) on September
12, 2016. The petition was signed by Irma Vargas, managing member.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $100,000.
TRINITY TEMPLE: Seeks to Hire DP Appraisals as Appraiser
--------------------------------------------------------
The Trinity Temple Church of God in Christ, Inc. seeks approval
from the U.S. Bankruptcy Court for the District of Connecticut to
hire a real estate appraiser.
The Debtor proposes to hire DP Appraisals and pay the firm an
hourly rate of $200, plus $1,000 for the initial appraisal report.
The firm will also receive reimbursement for work-related
expenses.
Dominick Pastorello, owner of DP Appraisals, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm maintains an office at:
Dominick Pastorello
DP Appraisals Inc.
84 Raymond Lane
Wilton, CT 06897
Tel: 203-762-2001
Mobile: 203-216-2552
Fax: 203-762-2009
Email: don@dpappraisals.com
About Trinity Temple Church of God in Christ
The Trinity Temple Church of God in Christ, Inc. filed a chapter 11
petition (Bankr. D. Conn. Case No. 16-30714) on May 5, 2016. The
petition was signed by Charles H. Brewer, III, president.
The Debtor is represented by Jeffrey M. Sklarz, Esq., at Green &
Sklarz LLC. The case is assigned to Judge Julie A. Manning.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
TROCOM CONSTRUCTION: Oct. 28-29 Auction of Assets Approved
----------------------------------------------------------
Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Trocom Construction Corp.
to conduct one or more public auctions, from time to time, of the
its personal property, including vehicles and heavy construction
equipment formerly used in the operation of its business
("Assets").
These Sale Procedures are approved and will be applicable to the
solicitation of bids and the sale of the Assets at all public
auctions:
a. The Auctioneer will offer the Assets, together with any
additional items delivered by the Debtor to the auction site for
sale, in whole or in part, at unreserved public auction on Oct.
28–29, 2016 at 275 Route 32, North Franklin, CT.
b. The Assets are being sold on an "as is, where is" basis
without any warranties whatsoever as to quality, condition or
description. The only guarantee is as to title.
c. The Auctioneer will provide listing catalogs of the lots
offered for sale to potential buyers at the public auction.
d. The Auctioneer will divide the Assets into such lots as it
may in its absolute discretion deem desirable for sale at the
public auction.
e. Complete payment or a minimum requirement of a 20% percent
deposit of the successful bidder's bid amount will be payable to
the Auctioneer, by cash, certified check or wire transfer on the
day of the public auction.
f. The balance of the purchase price will be paid by the
successful bidder within 4 days following the public auction and,
in any event, prior to removal or delivery of any Assets.
g. In the event the highest bidder fails to close on its
purchase within 4 days of the public auction, the Debtor may, at
its sole option, sell to the second highest bidder without further
order of the Court and any deposit made by the highest bidder will
be forfeited to the Debtor's estate.
h. All items purchased are required to be removed by the buyer
at its own cost, risk and expense. Neither the Auctioneer nor the
Debtor will have any liability connected with the removal and
transportation of the items purchased and any and all future uses
of the items purchased.
i. The Auctioneer will collect the full proceeds from the sale
of the Assets and the Auctioneer will withhold for its benefit all
amounts payable to the Auctioneer, including commission and any
advances, and will thereafter make payment of the remaining
proceeds to the Debtor within 7 days after the Public auction in
accordance with the terms of the Bankruptcy Court order approving
the sale.
j. The Auctioneer will collect and remit State and local sales
tax arising upon the sale of the Assets at the Public auction.
k. Cash and cash equivalent transactions over $10,000 will be
documented with Form 8300.
l. In the event that the buyer fails to consummate the sale for
any reason whatsoever, including the failure to comply with the
payment or removal provisions above, subject to M&T's approval, the
Auctioneer will designate the items concerned as "non-sold" items
and reserves the right to resell such items without any notice
whatsoever to the buyer concerned and, if the Auctioneer does not
sell the non-sold items, then they will be abandoned to M&T
pursuant to Section IV(B) of the Second Amended Disclosure
Statement approved by Order dated Aug. 31, 2016.
m. All sales of the Assets will be final, upon acceptance of
bids by the Debtor in its business judgment, and not subject to
further approval of the Bankruptcy Court.
n. Pursuant to Section 363(f) of the Bankruptcy Code, the
Assets will be sold free and clear of all liens, with such liens to
attach to the proceeds of the Public auctions with the same
validity, extent and priority as had attached to the Assets
immediately prior to the sales.
o. The Debtor will establish such other terms and conditions of
sale at the Public auctions as is deemed necessary to the orderly
and efficient sale of the Assets and any such additional conditions
will be announced by the Auctioneer prior to the commencement of
the Public auctions.
p. All disputes related to the Sale Procedures, Public auctions
and sale of the Debtor's Assets will be adjudicated solely by the
Bankruptcy Court. The submission of a bid will constitute the
bidder's express consent to the exclusive jurisdiction of the
Bankruptcy Court for all matters related to the foregoing.
The Court will not consider bids made after any Public auction has
been closed unless a motion to reopen the auction is made and
granted.
If the Auctioneer is unable to sell certain of the Assets at the
Public auctions because such Assets are of little or no value to
the Debtor's estate, the Debtor is authorized to abandon such
Assets to M&T at the conclusion of the sale process without further
order of the Court.
About Trocom Construction
Trocom Construction Corp. was formed in 1969 by Salvatore Trovato.
The Company is in the heavy construction business. Its primary
customer is the City of New York through its various agencies.
The Company has 75 employees, the majority of whom are members of
various unions. Joseph Trovato is presently the president and
holder of 100% of the voting shares of Trocom.
Trocom filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
15-42145) on May 7, 2015, in Brooklyn, New York. The petition was
signed by Joseph Trovato. Judge Nancy Hershey Lord presides over
the case. The Debtor is represented by C. Nathan Dee, Esq., at
Cullen & Dykman, LLP.
The Debtor disclosed total assets of $32,462,383 and total
liabilities of $17,184,837 as of the Chapter 11 filing.
TUGG TRUCKING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tugg Trucking Inc.
11751 N. Cumberland Rd.
Pocatello, ID 83202
Case No.: 16-40960
Chapter 11 Petition Date: October 12, 2016
Court: United States Bankruptcy Court
District of Idaho (Pocatello)
Judge: Hon. Jim D Pappas
Debtor's Counsel: Holly Roark, Esq.
ROARK LAW OFFICES
950 Bannock St. Ste. 1100
Boise, ID 83702
Tel: (208) 536-3638
Fax: (208) 536-3638
E-mail: holly@roarklawboise.com
Total Assets: $783,238
Total Liabilities: $1.37 million
The petition was signed by Staci Sneddon, secretary.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/idb16-40960.pdf
TUL INVESTMENTS: Seeks to Hire Abbasi Law as Legal Counsel
----------------------------------------------------------
Tul Investments, Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Abbasi Law Corp. to provide legal
services, which include advising the Debtor regarding its duties
and assisting in preparing a plan of reorganization.
The firm's professionals and their hourly rates are:
Matthew Abbasi $350
Associate $250
Paralegal $50
Matthew Abbasi, Esq., the attorney designated to represent the
Debtor, 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:
Matthew Abbasi, Esq.
Abbasi Law Corp.
8889 West Olympic Blvd., Suite 240
Beverly Hills, CA 90211
Tel: (310) 358-9341
Fax: (888) 709-5448
Email: matthew@malawgroup.com
About Tul Investments
Tul Investments, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C. D. Cal. Case No. 16-12869) on October 3,
2016. The petition was signed by Yuval Stelmach, president.
The case is assigned to Judge Maureen Tighe.
At the time of the filing, the Debtor disclosed $1,500 in assets
and $2.3 million in liabilities.
TUSK ENERGY: To Liquidate Remaining Assets Under Ch. 11 Plan
------------------------------------------------------------
Tusk Energy Services, LLC, et al., filed with the U.S. Bankruptcy
Court for the Western District of Louisiana a disclosure statement
in support of the Debtors' joint Chapter 11 plan of liquidation.
The purpose of the Plan is to create a liquidating trust to
liquidate the Debtors' remaining assets, including the prosecution
of certain causes of action, and then distribute the proceeds to
creditors in accordance with the priorities set out in the U.S.
Bankruptcy Code. After the Debtors' remaining assets have been
transferred to the liquidating trust, the Debtors will be
dissolved. The Debtors believe that the Plan provides for the
maximum recovery available for all classes of claims and equity
interests. The Liquidating Trust will be created on the Effective
Date.
Based on the claims register and the schedules, the estimated
amount of unsecured claims have been asserted against the Debtors
is $3,253,874.50. This number does not include the Origin Bank
deficiency claim, which is estimated to be approximately
$2.100,000, and may not include all tort claims, unliquidated
claims or claims for rejection damages, and it likely includes a
number of duplicate claims. The Debtors expect that a number of
unsecured proofs of claim will be subject to objection. The
Debtors are unable to predict the outcome of any anticipated claim
objections that may be filed.
For Tusk Energy Services' Class 4 - General Unsecured Claims, the
Liquidating Trustee will distribute available cash pro rata to
holders of allowed claims in TES Class 4 and the disputed claims
reserve on one or more interim distribution date(s). The
liquidating trustee will have the right, but not the obligation,
make interim distributions to holders of allowed General Unsecured
Claims in TES Class 4 from available cash on the interim
distribution dates as the Liquidating Trustee determines
appropriate. In the event that TES Class 4 General Unsecured
Claims are paid in full and there exists remaining available cash
as to the respective Debtor, holders of allowed claims in that
class will receive interest at the plan rate.
For Tusk Subsea Services, LLC Class 4 - General Unsecured Claims,
the Liquidating Trustee will distribute available cash pro rata to
holders of allowed claims in TSS Class 4 and the disputed claims
reserve on one or more interim distribution date(s). The
Liquidating Trustee will have the right, but not the obligation,
make interim distributions to holders of allowed general unsecured
claims in TSS Class 4 from available cash on the interim
distribution dates as the Liquidating Trustee determines
appropriate. In the event that TSS Class 4 General Unsecured
Claims are paid in full and there exists remaining available cash
as to the respective Debtor, holders of allowed claims in such
class will receive interest at the plan rate.
For Tusk Construction, LLC Class 4 - General Unsecured Claims, the
Liquidating Trustee will distribute available cash pro rata to
holders of allowed claims in TC Class 4 and the disputed claims
reserve on one or more interim distribution date(s). The
Liquidating Trustee will have the right, but not the obligation,
make interim distributions to holders of allowed General Unsecured
Claims in TC Class 4 from available cash on the interim
distribution dates as the Liquidating Trustee determines
appropriate. In the event that TC Class 4 General Unsecured Claims
are paid in full and there exists remaining available cash as to
the respective Debtor, holders of allowed claims in the class will
receive interest at the plan rate.
For Rene Cross Construction, Inc. Class 4 - General Unsecured
Claims, the Liquidating Trustee will distribute available cash pro
rata to holders of allowed claims in RCC Class 4 and the disputed
claims reserve on one or more interim distribution date(s). The
Liquidating Trustee will have the right, but not the obligation,
make interim distributions to holders of allowed General Unsecured
Claims in RCC Class 4 from available cash on the interim
distribution dates as the Liquidating Trustee determines
appropriate. In the event that RCC Class 4 General Unsecured
Claims are paid in full and there exists remaining available cash
as to the respective Debtor, holders of allowed claims in the class
will receive interest at the plan rate.
The Disclosure Statement is available at:
http://bankrupt.com/misc/lawb16-51082-97.pdf
About Tusk Energy
Tusk Energy Services, LLC, Tusk Subsea Services, LLC, Tusk
Construction, LLC, and Rene Cross Construction, Inc., commenced
cases under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case
Nos. 16-51082 to 16-51085) on Aug. 8, 2016, with the goal of
marketing their businesses and assets for sale.
The Debtors have essentially two operating businesses: (i) a
dredging and jetting services company, operating under the name of
Tusk Subsea and operating through assets of Debtor Tusk Subsea
Services, LLC; and (ii) an inland marine construction business,
operating under the name of Rene Cross Construction and operating
through assets of Debtor Rene Cross Construction, Inc. Tusk Energy
estimated assets in the range of $1 million to $10 million and
debts of up to $10 million.
Locke Lord LLP serves as the Debtors' counsel. The cases are
assigned to Judge Robert Summerhays.
No official committee of unsecured creditors has been appointed in
the case.
VACA BRAVA: Taps Albert Tamarez-Vasquez as Financial Advisor
------------------------------------------------------------
Vaca Brava Old San Juan LLC seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire a financial advisor
in connection with its Chapter 11 case.
The Debtor proposes to hire Albert Tamarez-Vasquez, a certified
insolvency and restructuring advisor, and pay him $150 per hour for
his services.
Mr. Tamarez-Vasquez will assist the Debtor in the tax investigation
initiated by the PR Department of Treasury, and in the preparation
of supporting documents for its Chapter 11 plan of reorganization.
In a court filing, Mr. Tamarez-Vasquez disclosed that he is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
Mr. Tamarez-Vasquez's contact information is:
Albert Tamarez-Vasquez, CPA, CIRA
First Federal Saving Building
1519 Ave. Ponce de Leon, Suite 412
San Juan, PR 00909-1713
Phone: (787) 795-2855
Fax: (787) 200-7912
Email: atamarez@tamarezcpa.com
About Vaca Brava
Vaca Brava Old San Juan LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 15-09787) on December
10, 2015. The petition was signed by Juan Cintron Berrios,
president.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
VIAVI SOLUTIONS: Egan-Jones Withdraws B+ Sr. Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on Oct. 12, 2016, withdrew B+ senior
unsecured ratings on debt issued by Viavi Solutions Inc.
Viavi Solutions Inc. is a provider of network test, monitoring and
assurance solutions to communications service providers,
enterprises and their ecosystems.
VYCOR MEDICAL: Fountainhead Reports 49.4% Stake as of Sept. 30
--------------------------------------------------------------
Fountainhead Capital Management Limited disclosed in an amended
Schedule 13D filed with the Securities and Exchange Commission that
as of Sept. 30, 2016, it beneficially owns 6,586,053 shares of
common stock of Vycor Medical, Inc., representing 49.36% of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/wD7rrt
About Vycor Medical
Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective. The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.
Vycor Medical reported a net loss available to common shareholders
of $2.25 million on $1.13 million of revenue for the year ended
Dec. 31, 2015, compared to a net loss available to common
shareholders of $4.04 million on $1.25 million of revenue for the
year ended Dec. 31, 2014.
As of June 30, 2016, Vycor had $1.68 million in total assets and
$1.02 million in total liabilities.
The Company's auditors Paritz & Company, P.A., in Hackensack, New
Jersey, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015.
W&T OFFSHORE: Franklin, et al., Hold 31.3% Stake as of Sept. 30
---------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Franklin Resources, Inc., Charles B. Johnson, Rupert H.
Johnson, Jr. and Franklin Advisers, Inc., disclosed that as of
Sept. 30, 2016, they beneficially own 42,967,585 shares of common
stock of W&T Offshore, Inc., representing 31.3 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/PXRoRG
About W&T Offshore
W&T Offshore, Inc. is an independent oil and natural gas producer,
active in the exploration, development and acquisition of oil and
natural gas properties in the Gulf of Mexico. In October 2015, the
Company disposed of substantially all of its onshore oil and
natural gas interests with the sale of its Yellow Rose field in the
Permian Basin. The Company retained an overriding royalty interest
in the Yellow Rose field production. W&T Offshore, Inc. is a Texas
corporation originally organized as a Nevada corporation in 1988,
and successor by merger to W&T Oil Properties, Inc., a Louisiana
corporation organized in 1983. The Company's interest in fields,
leases, structures and equipment are primarily owned by the parent
company, W&T Offshore, Inc. and its wholly-owned subsidiary, W & T
Energy VI, LLC, a Delaware limited liability company.
As of June 30, 2016, W&T Offshore had $998.35 million in total
assets, $1.83 billion in total liabilities and a total
shareholders' deficit of $832.80 million
W&T Offshore reported a net loss of $1.04 billion in 2015 following
a net loss of $11.66 million in 2014.
* * *
As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised
the corporate credit rating on Houston-based oil and gas
exploration and production (E&P) company W&T Offshore Inc. to 'CCC'
from 'SD'. At the same time, S&P raised the issue-level rating on
the company's 8.5% senior unsecured notes due 2019 to 'CC' from
'D'.
WARNER MUSIC: Launches $630 Million Senior Secured Notes Offering
-----------------------------------------------------------------
Warner Music Group Corp. announced that through its wholly owned
subsidiary, WMG Acquisition Corp., it intends to commence a private
offering of $630 million aggregate principal amount of senior
secured notes, which are expected to be issued in a combination of
euro- and dollar-denominated notes.
The Notes will be offered in a private offering exempt from the
registration requirements of the United States Securities Act of
1933, as amended. The Notes will be offered only to qualified
institutional buyers pursuant to Rule 144A and to certain persons
outside the United States pursuant to Regulation S, each under the
Securities Act. The Company intends to use the proceeds of the
Offering, together with available cash, to repurchase, redeem or
discharge all of its currently outstanding 6.250% Senior Secured
Notes due 2021 and 6.000% Senior Secured Notes due 2021.
The Notes have not been registered under the Securities Act and may
not be offered or sold within the United States absent registration
or an applicable exemption from the registration requirements.
About Warner Music Group
Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003. The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.
In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.
Warner Music reported a net loss attributable to the Company of $91
million on $2.96 billion of revenues for the fiscal year ended
Sept. 30, 2015, compared to a net loss attributable to the Company
of $308 million on $3.02 billion of revenues for the fiscal year
ended Sept. 30, 2014.
As of June 30, 2016, Warner Music had $5.49 billion in total
assets, $5.26 billion in total liabilities and $232 million in
total equity.
* * *
As reported by the TCR on Oct. 23, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on Warner Music Group
to 'B' from 'B+'. "The downgrades reflect our expectations that
WMG's adjusted leverage will remain elevated for the next two years
-- above our 5x threshold for the 'B+' corporate credit rating,"
said Standard & Poor's credit analyst Naveen Sarma.
WARNER MUSIC: Launches Cash Tender Offers
-----------------------------------------
Warner Music Group Corp. announced that, through its wholly owned
subsidiary, WMG Acquisition Corp., it has commenced cash tender
offers to purchase any and all of these outstanding senior secured
notes:
Issuer: WMG Acquisition Corp.
Title of Security: 6.250% Senior Secured
Notes due 2021(1)
CUSIP / ISIN Nos.: XS0849907364
XS0849907521
Outstanding Principal EUR157,500,000
Amount:
Consideration: EUR1,046.25(2)
Issuer: WMG Acquisition Corp.
Title of Security: 6.000% Senior Secured
Notes due 2021CUSIP /
ISIN Nos.: 92933B AE4
US92933BAE48
U97128 AB5
USU97128AB52
Outstanding Principal Amount: $450,000,000
Consideration: $1,042.50(3)
Notes:
(1) Notes may be tendered and will be accepted for payment in
denominations of EUR1,000 and any integral multiple of
EUR1,000.
(2) Per EUR1,000 principal amount of 6.250% Notes and excluding
Accrued Interest, which will be paid in addition to the
Consideration, up to the settlement date for the offer.
(3) Per $1,000 principal amount of 6.000% Notes and excluding
Accrued Interest, which will be paid in addition to the
Consideration, up to the settlement date for the offer.
The offers are made pursuant to an Offer to Purchase dated today
and a related Letter of Transmittal and Notice of Guaranteed
Delivery, which set forth the terms and conditions of the tender
offers.
The tender offers will expire at 5:00 p.m. New York City Time on
Oct. 17, 2016, unless extended. Holders of Existing Notes must
validly tender and not validly withdraw their Existing Notes before
5:00 p.m. New York City Time on the tender offer expiration date to
be eligible to receive the consideration for each series of
Existing Notes.
The offer for each series of Existing Notes is conditioned upon the
satisfaction of certain conditions, including the receipt by the
Company of net proceeds from the one or more new debt financings on
terms and conditions satisfactory to the Company in an amount
sufficient to pay for all Existing Notes accepted for payment in
the tender offers. No offer is conditioned upon any minimum amount
of Existing Notes being tendered or the consummation of the other
offer. Each offer may be amended, extended, terminated or
withdrawn separately. The Company currently intends to issue on
the settlement date conditional notices of redemption for all of
both series of Existing Notes that are not accepted for purchase in
the tender offers. The Company currently expects the redemption
date for each series of Existing Notes to be on or after Jan. 15,
2017, at the then-applicable redemption price of 103.125% and
103.000%, for the 6.250% notes and 6.000% notes, respectively.
This press release is not a notice of such redemption.
The Company has retained Credit Suisse Securities (USA) LLC to
serve as the Dealer Manager for the tender offers. Questions and
requests for assistance regarding the tender offers should be
directed to Credit Suisse Securities (USA) LLC at +1 (212) 538-1862
/ +44 20 7883 8763 (collect) or 1 (800) 820-1653 (toll free).
The Company has also retained D.F. King & Co., Inc. to serve as the
Information and Tender Agent for the tender offers.
The tender offers are being made pursuant to the terms and
conditions contained in the Offer to Purchase, Letter of
Transmittal and Notice of Guaranteed Delivery, copies of which may
be obtained from D.F. King & Co., Inc. New York: (212) 269 5550
(Banks and Brokers) or (800) 347-4826 (toll free), London: +44 20
7920 9700 or via wmg@dfkingltd.com.
Copies of the Offer to Purchase, Letter of Transmittal and Notice
of Guaranteed Delivery are also available at the following web
address: http://sites.dfkingltd.com/wmg
About Warner Music Group
Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003. The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.
In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.
Warner Music reported a net loss attributable to the Company of $91
million on $2.96 billion of revenues for the fiscal year ended
Sept. 30, 2015, compared to a net loss attributable to the Company
of $308 million on $3.02 billion of revenues for the fiscal year
ended Sept. 30, 2014.
As of June 30, 2016, Warner Music had $5.49 billion in total
assets, $5.26 billion in total liabilities and $232 million in
total equity.
* * *
As reported by the TCR on Oct. 23, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on Warner Music Group
to 'B' from 'B+'. "The downgrades reflect our expectations that
WMG's adjusted leverage will remain elevated for the next two years
-- above our 5x threshold for the 'B+' corporate credit rating,"
said Standard & Poor's credit analyst Naveen Sarma.
WHITING PETROLEUM: FMR LLC Holds 7.97% Stake as of Oct. 7
---------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission on Oct. 7, 2016, FMR LLC and Abigail P. Johnson
disclosed that they beneficially own 22,065,241 shares of common
stock of Whiting Petroleum Corp. representing 7.971% of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/PUXw4F
About Whiting Petroleum
Whiting Petroleum Corporation is an independent oil and gas
company engaged in development, production, acquisition and
exploration activities primarily in the Rocky Mountains and Permian
Basin regions of the United States.
Whiting Petroleum reported a net loss available to common
shareholders of $2.21 billion on $2.05 billion of total revenues
and other income for the year ended Dec. 31, 2015, compared to net
income available to common shareholders of $64.80 million on $3.08
billion of total revenues and other income for the year ended
Dec. 31, 2014.
As of June 30, 2016, the Company had $10.8 billion in total assets,
$6.04 billion in total liabilities, and $4.76 billion in total
equity.
[^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures
-------------------------------------------------------
Introduction by James Alexander Miller, M.D.
Publisher: Beard Books
Softcover: 355 pages
List Price: $34.95
Review by Henry Berry
Order your own personal copy today at http://bit.ly/1sTKOm6
As the subtitle points out, the seven lectures reproduced in this
collection are meant especially for general readers with an
interest in medicine, including its history and the cultural
context it works within. James Miller, president of the New York
Academy of Medicine which sponsored the lectures, states in his
brief "Introduction" that this leading medical organization "has
long recognized as an obligation the interpretation of the
progress of medical knowledge to the public." The lectures
collected here succeed admirably in fulfilling this obligation.
The authors are all doctors, most specialists in different areas
of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within
the Memory of Man," is a consulting roentgenologist at New York's
Fifth Avenue Hospital. Harrison Stanford Martland is a professor
of forensic medicine at New York University College of Medicine.
Many readers will undoubtedly find his lecture titled "Dr. Watson
and Mr. Sherlock Holmes" the most engrossing one. Other doctor-
authors are more involved in academic areas of medicine and
teaching. Reginald Burbank is the chairman of the Section of
Historical and Cultural Medicine at the New York Academy of
Medicine. He lectured on "Medicine and the Progress of
Civilization." Raymond Pearl, whose selection is "The Search for
Longevity," is a professor of biology at Johns Hopkins University.
The authors' high professional standing and involvement in
specialized areas do not get in the way of their aim to speak to a
general audience. They are all skilled writers and effective
communicators. As the titles of some of the lectures noted in the
previous paragraph indicate, the seven selections of "Landmarks in
Medicine" focus on the human-interest side of medicine rather than
the scientific or technological. Even the two with titles which
seem to suggest concern with technical aspects of medicine show
when read to take up the human-interest nature of these topics.
"The Meaning of Medical Research", by Dr. Alfred E. Cohn of the
Rockefeller Institute for Medical Research, is not so much about
methods, techniques, and equipment of medical research, but is
mostly about the interinvolvement of medical research, the
perennial concern of individuals with keeping and recovering good
health, and social concerns and pressures of the day. "The meaning
of medical research must regard these various social and personal
aspects," Cohn writes. In this essay, the doctor does answer the
questions of what is studied in medical research and how it is
studied. And he answers the related question of who does the
research. But his discussion of these questions leads to the final
and most significant question "for what reason does the study take
place?" His answer is "to understand the mechanisms at play and to
be concerned with their alleviation and cure." By "mechanisms,"
Cohn means the natural--i. e., biological--causes of disease and
illness. The lay person may take it for granted that medical
research is always principally concerned with finding cures for
medical problems. But as Cohn goes into in part of his lecture,
competition for government grants or professional or public
notoriety, the lure of novel experimentation, or research mainly
to justify a university or government agency can, and often do,
distract medical researchers and their associates from what Cohn
specifies should be the constant purpose of medical research. Such
purpose gives medicine meaning to humankind.
The second lecture with a title sounding as if it might be about a
technical feature of medicine, "X-ray Within the Memory of Man,"
is a historical perspective on the beginnings of the use of x-ray
in medicine. Its author Lewis Cole was a pioneer in the
development of x-rays in the late 1800s and early1900s. He mostly
talks about the development of x-ray within his memory. In doing
so, he also covers the work of other pioneers, notably William
Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist"
who discovered x-rays almost by accident and at first resented the
application of his discovery to practical uses such as medical
diagnosis. Edison, the prodigious inventor who was interested only
in the practical application of scientific discoveries, and his
co-worker Clarence Dally enthusiastically investigated the
practical possibilities of the discoveries in the new field of
radiation. Dally became so committed to his work in this field
that he shortly developed an illness and died. At the time, no on
knew about the dangers of prolonged exposure to x-rays. But
sensing some connection between his co-worker's untimely death and
his work with x-rays, Edison stopped his own investigations.
Cole himself became involved in work with x-rays during his
internship at Roosevelt Hospital in New York City in 1898 and
1899. His contribution to this important field was in the area of
interpretation of what were at the time primitive x-rays and
diagnosis of ailments such as tuberculosis and kidney stones. Cole
writes in such a way that the reader feels she or he is right with
him in the steps he makes in improving the use of x-rays. He adds
drama and human interest to the origins of this important medical
technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses
the popular mystery stories of Arthur Conan Doyle to explore the
role of medicine in solving crimes, particularly murder. In some
cases, medical tests are required to figure out if a crime was
even committed. This lecture in particular demonstrates the
fundamental role played by medicine in nearly all major areas of
society throughout history. The seven collected lectures have
broad appeal. All of them are informative and educational in an
engaging way. Each is on an always interesting topic taken up by a
professional in the field of medicine obviously skilled in
communicating to the general reader. The authors seem almost mind
readers in picking out the most fascinating aspects of their
subjects which will appeal to the lay readers who are their
intended audience. While meant mainly for lay persons, the
lectures will appeal as well to doctors, nurses, and other
professionals in the field of medicine for putting their work in a
broader social context and bringing more clearly to mind the
interests, as well as the stake, of the public in medicine.
*********
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.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***