/raid1/www/Hosts/bankrupt/TCR_Public/161108.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, November 8, 2016, Vol. 20, No. 312
Headlines
261 EAST 78 LOFTS: Equityholder Objects to Disclosure Statement
2654 HIGHWAY 169: Plan Confirmation Hearing on Dec. 8
7470 COMMERCIAL WAY: Property to Be Sold to Fund Plan Payments
925 N. DAMEN: Case Summary & 4 Unsecured Creditors
ACCIPITER COMMS: Disclosures Okayed; Dec. 14 Confirmation Hearing
ALLEGHENY ENERGY: S&P Puts 'BB-' CCR on CreditWatch Developing
AMERICAN AXLE: Fitch Puts 'BB' IDR on Rating Watch Negative
APCO HOLDINGS: Moody's Affirms B3 CFR; Outlook Stable
ATLANTIC & PACIFIC: NY Court Affirms Assignment of Angelone Lease
ATLANTIC CITY, NJ: State Rejects Recovery Plan
BERNARD L MADOFF: Trustee Seeks Approval of Chais Settlement
BERNARD L MADOFF: Trustee Seeks Approval of Cohmad Settlement
BH SUTTON: Selling New York Property, Auction on Dec. 8
BUILDERS FIRSTSOURCE: Reports Third Quarter 2016 Results
CAESARS ENTERTAINMENT: Raising $3.8-Bil. Cash to Exit Bankruptcy
CATALYST PAPER: Seeks U.S. Recognition of Canadian Proceeding
CATCH 22 LINY: Involuntary Chapter 11 Case Summary
CF INDUSTRIES: Fitch Affirms 'BB+' Issuer Default Rating
CHARLES DONALD LEONARD: Unsecureds To Be Paid in Five Years
CIVITAS SOLUTIONS: S&P Affirms Then Withdraws 'B+' CCR
CJ HOLDING: Court Extends Plan Filing Deadline Thru March 17
CLAYTON WILLIAMS: Announces Third Quarter 2016 Financial Results
COLORADO 2002B: Taps Atropos Inc as Responsible Party
COMSTOCK MINING: Robert Kopple Quits as Director
CONFIRMATRIX LABORATORY: Case Summary & 20 Top Unsecured Creditors
CONSOL ENERGY: S&P Puts 'B' CCR on CreditWatch Positive
CORTNEY S. VALENTINE: Pleads Guilty to Bank & Bankruptcy Fraud
COSHOCTON MEMORIAL: Prime Healthcare Completes Acquisition
CRYOPORT INC: Completes Warrant Tender Offer
DAYBREAK OIL: Announces Restructuring of Its Balance Sheet
DAYTON SUPERIOR: Fitch Assigns 'B' LT Issuer Default Rating
DELIVERY AGENT: Vorys Sater Representing Turner & Home Box
DYNAMIC DRYWALL: Court Partly Grants Beal's Bid for Admin. Expenses
DYNAMIC DRYWALL: Directed to Pay $28,369 to Ron Beal for Atty Fees
ENERGY FUTURE: NextEra Energy to Buy Rest of Oncor for $2.4-Bil.
ENERGY FUTURE: NextEra, Oncor Seek Approval of Merger Agreement
ENVISION HEALTHCARE: Moody's Confirms B1 Corporate Family Rating
ENVISION HEALTHCARE: S&P Affirms 'BB-' CCR, Outlook Positive
EPR PROPERTIES: Fitch Affirms 'BB' Rating on Preferred Stock
EPR PROPERTIES: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR
ESSEX CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
EXCO RESOURCES: Reports Third Quarter 2016 Results
FANNIE MAE: Reports Third Quarter Net Income of $3.19 Billion
FINJAN HOLDINGS: District Court Affirms $15M Award vs. Sophos
FIRSTENERGY SOLUTIONS: Moody's Lowers CFR to Caa1, Outlook Neg.
FIRSTENERGY SOLUTIONS: S&P Lowers CCR to 'B', On CreditWatch Neg.
FREESEAS INC: LG Capital Reports 5.99% Equity Stake as of Nov. 1
FRONTIER COMMUNICATIONS: S&P Puts 'BB-' CCR on CreditWatch Neg.
GAINESVILLE ALF: Says Insider Paid Counsel's Retainer
GAWKER MEDIA: Dr. Shiva Ayyadurai Settles Bankruptcy Lawsuit
GAWKER MEDIA: Judge Approves Voting on Bankruptcy Wind-Down Plan
GAWKER MEDIA: Settles With Hulk Hogan For $31-Million
GLACIERVIEW HAVEN: Selling Timber from Six Skagit County Parcels
GREAT BASIN: Sets Nov. 7 as Special Meeting Record Date
HARBORVIEW TOWERS COUNCIL: Unsecureds to Get 100% in 28 Quarters
HEATHER HILLS: Voluntary Chapter 11 Case Summary
HERCULES OFFSHORE: Equity Panel's Objection Overruled, Plan OK'd
HILLSIDE OFFICE: Gets Exclusivity to File Plan Thru Dec. 13
HORNBECK OFFSHORE: S&P Lowers CCR to 'CCC-'; Outlook Negative
INTREPID POTASH: Successfully Amends Senior Note Terms
INVESTCORP BANK: Fitch Affirms 'BB' IDR & Revises Outlook to Pos.
IRONGATE ENERGY: S&P Lowers CCR to 'D' on Interest Nonpayment
ISTAR INC: Posts $46.3 Million Net Income for Third Quarter
JAMES SANDBERG: Casillas Buying R Way Trailer for $31K
JEJP LLC: Court Grants Exclusivity Extension Thru May 19
JVJ PHARMACY: Selling All Assets at Public Auction on Dec. 7
KEMET CORP: Reports Preliminary Fiscal 2017 Second Quarter Results
KUAKINI HEALTH: S&P Cuts Rating on Special Purpose Rev. Bonds to B+
LAST CALL: SSG Capital Acted as Investment Banker in Assets Sale
LEGACY RESERVES: Incurs $9.05 Million Net Loss in Third Quarter
LEGEND OIL: Buys Additional $300,000 Debentures
LUCAS ENERGY: Extends Maturity of "Rogers" Note Until Jan. 2017
MARIA SPERA: PV Broad Buying Hamilton Township Property for $435K
MAUI LAND: Posts $2.47 Million Net Income for Third Quarter
MBAC FERTILIZER: Implements Plan of Compromise Under CCAA
MBAC FERTILIZER: Zaff Acquires Common Shares Under CCAA Plan
MEDITE CANCER: Names David Patterson as Chief Executive Officer
MICHAEL BUDDE: Dec. 15 Joint Plan, Disclosure Statement Hearing
MICROVISION INC: Incurs $4.07 Million Net Loss in Third Quarter
MICROVISION INC: May Issue 1.5 Million Shares Under Incentive Plan
MID CITY TOWER: Wants to Obtain Credit to Settle Claims
MOTORS LIQUIDATION: GUC Trust to Make Excess Distribution Payment
MOUNTAIN DIVIDE: Selling All Assets to DOR and FAC for $3M
MULTI-COLOR CORP: S&P Affirms 'BB-' Corporate Credit Rating
NEOVASC INC: Tiara and Reducer Highlighted at TCT Presentations
NEOVASC INC: To Appeal Validity of $70M Award to CardiAQ
NORTEL NETWORKS: Battles with Pension Over $7.3-Billion in Assets
OCWEN FINANCIAL: S&P Affirms 'B' Issuer Rating
OPEXA THERAPEUTICS: Reduces Workforce by 40%
OPTIMUMBANK HOLDINGS: Appoints John Clifford as Director
PACIFIC DRILLING: Antoine Bonnier Named as Director
PACIFIC EXPLORATION: Fitch Raises IDRs to 'B', Outlook Stable
PACIFIC EXPLORATION: Provides Update on Restructuring Transaction
PACIFIC EXPLORATION: S&P Raises CCR to 'B+', Outlook Stable
PARAGON OFFSHORE: Eyes Options After Court Denies Bankruptcy Plan
PARAGON OFFSHORE: Interim Exclusivity Extn. Granted Thru Nov. 23
PARK GREEN: Pasadena Property Sales Procedures Hearing on Nov. 11
PONCE TRUST: Bankruptcy Judge Orders 43 Condos Back to Foreclosure
PORTER BANCORP: Posts $1.39 Million Net Income for Third Quarter
POWELL VALLEY HEALTH: Committee Taps EisnerAmper as Accountant
PRESIDENTIAL REALTY: Incurs $185K Net Loss in Third Quarter
PRESSURE BIOSCIENCES: Closes $2,000,000 Line-of-Credit
PROSPECT HOLDING: S&P Puts 'CCC-' LT ICR on CreditWatch Positive
QUANTUM CORP: Files Copy of Investor Presentation with SEC
RESIDENTIAL CAPITAL: Bankr. Court Sends "Drennen" to Arbitration
REVEL AC: Summary Judgment Warranted in IDEA's Suit vs. Polo
S-3 PUMP SERVICE: Pacific Western Objects to Disclosure Statement
SABRE GLBL: S&P Reinstates 'BB-' Rating on $1BB Sr. Sec. Facility
SAM'S NA: Assignment of Rights from Sam's HP Valid, Court Says
SCHOOL OF EXCELLENCE: S&P Affirms Longterm BB Rating on Bonds
SCIENTIFIC GAMES: Incurs $98.9 Million Net Loss in Third Quarter
SERVICEMASTER COMPANY: Moody's Retains Ba3 CFR
SEVENTY SEVEN: Moody's Corrects Rating on 1st Lien Loan to Caa1
SHERWIN ALUMINA: Shuts Down Gregory Plant After Settlement Okayed
SIGNAL GENETICS: Conference Call Held to Discuss miRagen Merger
SILVER LAKE: Hires Haller & Colvin as Attorneys
SONDIAL PROPERTIES: Unsecureds To Be Paid in Full Over 36 Months
SPECTRUM HEALTHCARE: Taps Shipman Shaiken as Special Counsel
SPI ENERGY: Announces New Director and Management Appointments
SPX FLOW: S&P Lowers CCR to 'BB-' on Weaker Operating Performance
STETSON RIDGE: Seeks to Hire Larry Feinstein as Legal Counsel
STRATA SKIN: Names Frank McCaney as President and CEO
SUGARMADE INC: Incurs $2.45 Million Net Loss in Fiscal 2016
T&A HOLDINGS: SummitBridge's Bid to Reopen Ch. 11 Case Denied
TALLEY ENTERPRISE: BAMM Buying Long Beach Property for $761K
TAMARACK CONDOMINIUM: Unsecureds To Get $100,000 Under Plan
TAYLOR AVE: Case Summary & 5 Unsecured Creditors
TELESAT HOLDINGS: S&P Assigns BB- Rating on US$200MM Revolver Loan
TERRILL MANUFACTURING: U.S. Trustee Seeks Ch. 7 Conversion
TOWERSTREAM CORP: Announces Full Exercise of Over-Allotment Option
TRIBUNE CO: Gannett Abandons $680-Mil.+ Takeover Bid
TUTOR PERINI: S&P Withdraws BB- Rating on $500MM Sr. Unsec. Notes
VAPOR CORP: Common Stock Delisted from OTC Markets
VAPOR CORP: Common Stock Delisted from OTC Markets
VERTELLUS SPECIALTIES: Completes Assets Sale to Term Loan Lenders
VICTOR PAUL DODA JR: Unsecureds to Be Paid Within Five Years
W&T OFFSHORE: Reports $45.9 Million Net Income for Third Quarter
W&T OFFSHORE: Reports Third Quarter 2016 Financial Results
WEST CORP: Reports $47.5 Million Net Income for Third Quarter
WEST CORP: Reports Third Quarter 2016 Results
WESTMORELAND RESOURCE: WCC Owns 93.8% of Common Units
WESTMORELAND RESOURCE: Westmoreland Coal Owns 93.8% of Common Units
WHITESBURG REALTY: Hires RM Johnson as Surveyor
WILLIAMS FLAGGER: Names Calaiaro Valencik as Counsel
WORLDS ONLINE: Reports $100.5K Net Loss for First Quarter
[*] October Business Filings Increase 21% from Previous Year
[*] Robichaux, Perry Join Ankura's Turnaround & Restructuring Group
[^] Large Companies with Insolvent Balance Sheet
*********
261 EAST 78 LOFTS: Equityholder Objects to Disclosure Statement
---------------------------------------------------------------
261 Lofts Manager LLC and Henry Miller object to the adequacy of
the disclosure statement explaining 261 East 78 Lofts LLC's Chapter
11 plan of reorganization.
261 Lofts Manager tells the Court that a reading of the Debtor's
Plan reveals that, once again, the Debtor challenges the creditors,
which assisted the Debtor in connection with a prior bankruptcy and
threatens litigation as a cudgel to compel these creditors to
comply with the Debtor's wishes.
According to 261 Lofts Manager, the Debtor's Plan is a continuation
of the Debtor's unwillingness to be clear and forthright and candid
with its creditors and to require the creditors to accept less than
they are entitled to in order to enrich the Debtor's purported
principal's alleged equity interest.
Mr. Miller, the equity holder of approximately 2/3 equity of the
Debtor, asserts that the Court should deny approval of the
Disclosure Statement in its present form and arrange for the
appointment of a Chapter 11 trustee.
Mr. Miller and 261 Lofts Manager are represented by:
Leo Fox, Esq.
630 Third Avenue, 18th Floor
New York, NY 10017
Tel: (212) 867-9595
About 261 East 78 Lofts
261 East 78 Lofts LLC owns a six-story medical office building at
261 East 78th Street, New York.
261 East 78 Lofts LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11644) on June 3,
2016. The petition was signed by Lee Moncho, manager.
The case is assigned to Judge Sean H. Lane.
At the time of the filing, the Debtor disclosed $20.05 million in
assets and $13.96 million in liabilities.
The Debtor tapped Goldberg Weprin Finkel Goldstein LLP as
bankruptcy counsel. The Debtor also engaged Eastern Consolidated
as broker in connection with the sale of the Debtor's property.
2654 HIGHWAY 169: Plan Confirmation Hearing on Dec. 8
-----------------------------------------------------
2654 Highway 169, LLC, filed a first amended Chapter 11 plan of
reorganization and accompanying disclosure statement on October 28,
2016, a full-text copy of which is available at:
http://bankrupt.com/misc/ksb16-10644-120.pdf
The secured claim of Wells Fargo Bank, N.A., in the amount of
$10,771,012, will be paid in full from the proceeds of the sale of
the Debtor's property in Montgomery, Kansas, to Ariel Capital, LLC.
In the event the Ariel Sale fails to close, the Debtor will
auction the Property by way of a public auction, which will be
conducted not later than February 28, 2017, with closing to occur
not later than March 31, 2017. In the event that closing of any
sale of the Property does not occur on or before March 31, 2017,
the Bank will have immediate relief from the automatic stay to
continue the prosecution of the Montgomery Country foreclosure
action.
Unsecured creditors will receive payment in full within 30 days of
the Effective Date, without interest.
The funds currently held on deposit by the Debtor are in excess of
$500,000. These funds will be used to pay all administrative
expenses and make the payments required to the Class 4 Claims.
Additionally, in the unlikely event that the Property does not sell
(by private contract or otherwise) for a sufficient amount to pay
the Class 2 Claim in full, a portion of the funds held on deposit
may be utilized to pay attorney's fees and costs as may constitute
a monetary obligation of the Debtor. The Debtor believes the sale
of the Property is likely to produce sufficient proceeds to satisfy
all of the Class 2 and Class 3 Claims.
The hearing at which the Court will consider confirmation of the
Plan will take place on December 8, 2016 at 10:30 a.m.
The deadline for voting to accept or reject the Plan and the
deadline for filing objections to confirmation of the Plan is
November 28.
About 2654 Highway 169, LLC.
2654 Highway 169, LLC, commenced a case under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 16-10644) on April 13,
2016. The Company disclosed estimated assets of $10 million to
$50
million and estimated debts of $10 million to $50 million. The
petition was signed by Andrew Lewis, managing member. The case is
assigned to Hon. Robert E. Nugent.
7470 COMMERCIAL WAY: Property to Be Sold to Fund Plan Payments
--------------------------------------------------------------
7470 Commercial Way Partners, LLC, filed with the U.S. Bankruptcy
Court for the District of Nevada a Chapter 11 plan and accompanying
disclosure statement, which propose that the Debtor's property
located at 7470 Commercial Way, in Henderson, Nevada, will be sold
in conjunction with the Plan Confirmation process.
DKD Investments, LLC, the Debtor's secured lender, may credit bid
some or all of its allowed claim in the amount of $2,667,155.52.
Class 4 - General Unsecured Claims are impaired and will be paid
its pro rata share of any proceeds from the sale of the Debtor's
property after the satisfaction of allowed administrative claims,
priority claims and Claims in Classes 1-2.
A full-text copy of the Disclosure Statement dated October 28,
2016, is available at http://bankrupt.com/misc/nvb16-15253-31.pdf
About 7470 Commercial
7470 Commercial Way Partners, LLC, based in Las Vegas, NV, filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 16-15253) on September
26, 2016. The Hon. Bruce T. Beesley presides over the case. Samuel
A. Schwartz, Esq., at Schwartz Flansburg PLLC, as bankruptcy
counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by David
Suder, managing member.
No official committee of unsecured creditors has been appointed in
the case.
925 N. DAMEN: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: 925 N. Damen, LLC
917 W. Washington Street, Suite 127
Chicago, IL 60607
Case No.: 16-35387
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: November 4, 2016
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Jack B. Schmetterer
Debtor's Counsel: Ariel Weissberg, Esq.
WEISSBERG & ASSOCIATES, LTD
401 S. LaSalle Street, Suite 403
Chicago, IL 60605
Tel: (312) 663-0004
Fax: 312 663-1514
E-mail: ariel@weissberglaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Simone Singer Weissbluth, manager of WMW
Investments, LLC, the Manager of Debtor.
A copy of the Debtor's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb16-35387.pdf
ACCIPITER COMMS: Disclosures Okayed; Dec. 14 Confirmation Hearing
-----------------------------------------------------------------
Bankruptcy Judge George B. Nielsen in Arizona approved the First
Amended Disclosure Statement in Support of the First Amended
Chapter 11 Plan of Reorganized Proposed by Pinpoint Holdings, Inc.
and the Official Committee of Unsecured Creditors for debtor
Accipiter Communications, Inc., d/b/a Zona Communications.
Pinpoint Holdings, Inc., is the proposed purchaser of the Debtor's
assets.
The Plan Proponents filed the First Amended Plan and Disclosure
Statement on October 25. On November 1, they filed a solicitation
copy of the Plan documents, a copy of which is available at:
http://bankrupt.com/misc/azb14-04372-0341.pdf
The Court also approved procedures for soliciting votes on the
First Amended Chapter 11 Plan.
A hearing on confirmation of the Plan will commence on December 14,
2016, at 1:30 p.m. Arizona time. The Confirmation Hearing may be
continued from time to time by the Court without further notice
other than adjournments announced in open court.
Objections to confirmation of the Plan are due seven days prior to
the hearing.
Plan votes are also due seven days prior to the Confirmation
hearing.
The Debtor and the Committee previously filed a Third Amended Plan
of Reorganization. A hearing seeking approval of the related
disclosure statement for the Debtor Plan was originally scheduled
for August 11, 2016 and subsequently was adjourned to September 15.
Prior to that hearing, on September 12, the Committee withdrew its
support of the prior Plan and the Debtor, the following day,
withdrew the plan without prejudice.
During the Chapter 11 Cases, on August 14, 2015, Pinpoint and the
Debtor entered into a non-disclosure agreement whereby the
Purchaser was able to consider the business opportunity presented
by the Debtor's bankruptcy. Subsequently, Pinpoint determined not
to pursue the matter any further at that time.
It was not until June 2016 that Pinpoint made the decision to again
investigate the business opportunity associated with the Debtor's
bankruptcy. The Debtor's management agreed to meet with the members
of Pinpoint's team to discuss the Chapter 11 Case. After conducting
on- and off-site diligence, Pinpoint submitted a letter of intent
to the Debtor and the Committee, dated July 18, 2016, whereby it
outlined certain terms and conditions by which it would acquire
100% of the New Common Stock of Reorganized Accipiter on the
Effective Date for $5.25 million.
While waiting to hear back from the Debtor, Pinpoint continued
discussions with the Committee regarding whether the Committee
would support the Stock Purchase Proposal. On August 31, 2016,
Pinpoint sent a letter to the Committee further outlining the terms
of the Stock Purchase Proposal. Ultimately, the Committee
determined to support the Stock Purchase Proposal and withdrew its
support of the Debtor Plan.
In addition to discussing the Stock Purchaser Proposal with the
Debtor and the Committee, Pinpoint also discussed with RUS the
potential treatment of the RUS Loan Claims.
Under the Pinpoint-Committee Plan, on or as soon as is reasonably
practicable after the Effective Date but in no event later than
five business days after the Effective Date, in full and final
satisfaction of the claims related to the Debtor's loans with the
Rural Utilities Service, an agency of the U.S. Department of
Agriculture, the holder(s) of the RUS Loan Claims shall receive a
Cash payment of $5,250,000 and all liens held on account of the RUS
Loan Claims shall be released, and shall be deemed released, by
RUS. For the avoidance of doubt, RUS shall execute any such release
or other necessary documents to evidence and effectuate the release
of its liens requested by Pinpoint.
The Debtor believes that, as of the Petition Date, it owed
$20,755,214 in aggregate principal to RUS on account of the Loans.
Meanwhile, each holder of an Allowed General Unsecured Claim
receives, in full and final satisfaction of its Allowed General
Unsecured Claim, payment in full in Cash of its Allowed General
Unsecured Claim as follows:
(i) its pro rata share of $200,000, to be distributed on or as
soon as reasonably practicable after the Effective Date but in no
event later than 5 business days after the Effective Date so long
as such creditor has provided Reorganized Accipiter with a
completed W-8 or W-9 tax form and
(ii) payment of the balance of its Allowed General Unsecured
Claim as soon as is practicable but, in any event, no later than in
eight equal monthly installments commencing on the first Business
Day one month from the Effective Date, in all cases to be
distributed on a pro rata basis.
Reorganized Accipiter may prepay any Allowed General Unsecured
Claim, or any remaining balance of such a Claim, in full or in
part, at any time on or after the Effective Date without affecting
the timing of payments on account of any other Allowed General
Unsecured Claim. The Installment Payments shall be secured by a
first lien on an Office Building in favor of the Unsecured Creditor
Trustee, who shall be selected by the Committee and identified in
the Plan Supplement.
Based on information provided by the Debtor in the Disclosure
Statement explaining the Debtor's Plan, Pinpoint and the Committee
Proponents believe that, as of the assumed Plan Effective Date of
March 31, 2017, and assuming that the Estate prevails on the
limited number of expected objections to filed proofs of claim,
Allowed General Unsecured Claims will total approximately
$610,000.
As of the Effective Date, all Equity Interests shall be cancelled
and all Equity Related Claims are extinguished. The holders of
Equity Interests and Equity Related Claims do not receive or retain
any rights, property, or distributions on account of their Equity
Interests or Equity Related Claims.
On June 20, 2016, the United States, on behalf of RUS, sought
relief from the automatic stay in order to foreclose on the assets
on which RUS held a lien. The Bankruptcy Court has postponed the
preliminary hearing on the Lift/Stay Motion until December 14.
Counsel for Pinpoint Holdings, Inc.:
Jared G. Parker, Esq.
PARKER SCHWARTZ, PLLC
7310 North 16th Street, Suite 330
Phoenix, AZ 85020
E-mail: jparker@psazlaw.com
- and -
Lisa G. Beckerman, Esq.
Joanna Newdeck, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036
E-mail: lbeckerman@akingump.com
Counsel for the Official Committee of Unsecured Creditors:
Alisa C. Lacey, Esq.
Christopher C. Simpson, Esq.
STINSON LEONARD STREET LLP
1850 N. Central Avenue, Suite 2100
Phoenix, AZ 85004
E-mail: alacey@stinsonleonard.com
csimpson@stinsonleonard.com
About Accipiter Communications
Accipiter Communications, Inc., a Phoenix-based company that
provides telecommunications services to unserved or underserved,
mostly rurally-situated residences and businesses in central
Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-04372) in its hometown on March 28, 2014.
The Debtor is a privately held company, with 55.4% of the stock
held by Lewis van Amerongen. In its schedules, the Debtor listed
$31.3 million in assets and $21.6 million in liabilities.
The bankruptcy case is assigned to Judge George B. Nielsen Jr.
The Debtor has tapped Perkins Coie LLP as counsel.
Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these
three creditors to serve in the Official Committee of Unsecured
Creditors. The Committee retained Stinson Leonard Street LLP as
counsel.
ALLEGHENY ENERGY: S&P Puts 'BB-' CCR on CreditWatch Developing
--------------------------------------------------------------
S&P Global Ratings said it placed its 'BB-' corporate credit rating
and 'BB-' unsecured debt rating on Allegheny Energy Supply Co. LLC
on CreditWatch with developing implications. The '3' recovery
rating on the unsecured debt is unchanged, reflecting S&P's
expectation of meaningful (50%-70%; higher end of the range)
recovery in the event of default. S&P also placed the 'BB+' rating
on the company's senior secured debt on CreditWatch with developing
implications. The recovery rating on the secured debt is '1',
reflecting S&P's expectation of very high (90%-100%) recovery in
the event of default. S&P has also assigned a stand-alone credit
profile of 'bb-' to Allegheny Energy.
FirstEnergy Corp. recently announced the potential sale of certain
assets of generation supply subsidiary, Allegheny Energy Supply LLC
(AES). Previously, S&P had considered AES to be a core affiliate
of FirstEnergy Solutions Corp., the main unregulated subsidiary of
FirstEnergy Corp. However, this sale is indicative of Allegheny
having no strategic importance to the larger enterprise and,
consequently, S&P now rates Allegheny on a stand-alone basis. To
that end, S&P has assigned a stand-alone credit profile of 'bb-',
based on a fair business risk profile and aggressive financial risk
profile.
The CreditWatch placement reflects uncertainty surrounding the role
of Allegheny in its new organization, as well as S&P's need to
better understand the treatment of legacy coal and power supply
contracts for the newly independent enterprise and the planned use
of asset sale proceeds (S&P expects all debt repayment) and whether
any other contingent obligations need to be addressed. S&P expects
to resolve this within 60 days.
"We will likely resolve the CreditWatch placement during the next
60 days after we assess the financial risk profile and liquidity of
the portfolio independent of its legacy connections to FirstEnergy
Solutions, as well as any possible group rating methodology
connections to a new owner," said S&P Global Ratings credit analyst
Michael Ferguson.
AMERICAN AXLE: Fitch Puts 'BB' IDR on Rating Watch Negative
-----------------------------------------------------------
Fitch Ratings has placed the ratings of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary on Rating Watch Negative. This
includes the 'BB' Long-Term (LT) Issuer Default Ratings, as well as
AAM's secured revolving credit facility (RCF) and senior unsecured
notes ratings. The rating action follows today's announcement that
AXL will acquire Metaldyne Performance Group Inc. (MPG) in a cash
and stock transaction.
AAM's ratings apply to a $523.5 million secured RCF and $1.35
billion in senior unsecured notes.
KEY RATING DRIVERS
AXL plans to fund the transaction using a combination of cash,
incremental borrowing and stock. Including the incremental
borrowing, Fitch estimates the combined company will have about
$4.1 billion in debt at closing compared to AXL's existing debt
level of $1.4 billion. Including transaction synergies, Fitch
estimates that the combined company's pro forma EBITDA will exceed
$1 billion, leading to estimated pro forma EBITDA leverage in the
mid-3x range, well above AXL's standalone leverage of 2.3x at June
30, 2016. AXL has stated that following the closing, it plans to
de-lever to a net leverage target of about 2x by 2019. However, in
the interim, leverage will be significantly higher than that
contemplated in Fitch's recent upgrade of AXL's IDR to 'BB'. Fitch
expects take a rating action on AXL at the time the transaction
closes, and it could downgrade AXL's IDR by one to two notches.
AXL's acquisition of MPG will significantly enhance the diversity
of AXL's book of business, which has been a key part of the AXL's
strategy in the post-recession period. For example, the company
estimates that driveline components will comprise less than 50% of
its book of business following the acquisition, down from about 90%
today. In addition to adding powertrain and other light vehicle
components to AXL's existing driveline business, the acquisition
will accelerate the company's drive to reduce concentration in its
customer base. In particular, the company estimates that the
portion of its business derived from General Motors Company will
decline to about 32% by 2020 from 66% in 2015.
Although the transaction will grow and diversify AXL's business,
there are also important risks associated with it. Merging both
companies' sizeable operations could lead to integration issues and
higher-than-expected integration costs. It could also delay the
attainment of the expected synergies or reduce the potential
synergies of the transaction. The acquisition will also result in
a notable increase in AXL's medium-term leverage, which is
significant, given the cyclicality of the auto industry. A decline
in global auto production, particularly in North America, could
hinder AXL's ability to de-lever its balance sheet as planned. The
change in ownership, which will result in American Securities
owning the largest equity stake in the combined company, also adds
another element of uncertainty about the credit profile. Although
there are mitigants to each of these issues, they nonetheless
increase the intermediate-term risk to the company's operating and
credit profiles.
The acquisition combines AXL's driveline business with MPG's
diversified light vehicle product offerings. AXL will acquire MPG
through a cash and stock offer, offering MPG shareholders $13.50 in
cash plus 0.5 share of AXL common stock for each share of MPG
common stock, equating to a total equity consideration of about
$1.6 billion. Including about $1.7 billion of net debt at MPG, the
enterprise value for the transaction equates to approximately $3.3
billion or about 6.8x MPG's estimated 2016 adjusted EBITDA. The
companies estimate that various synergies will result in $100
million to $120 million in run-rate profit improvement by year-end
2018, and including those synergies, the company estimates the
transaction multiple would be 5.5x. AXL and MPG expect to close
the transaction in the first half of 2017 (1H17). At closing,
current MPG shareholders will own about 30% of the combined
company. Included in this, MPG's controlling stockholder, American
Securities LLC, will own about 23% of the combined company.
The Recovery Rating of 'RR1' assigned to AAM's secured RCF reflects
its collateral coverage, which includes virtually all the assets of
AXL and AAM, leading to expected recovery prospects in the 90% to
100% range in a distressed scenario. The 'RR4' assigned to AAM's
senior unsecured notes reflects Fitch's expectation that recovery
prospects would be average, in the 30% to 50% range, in a
distressed scenario.
KEY ASSUMPTIONS
-- AXL completes the acquisition of MPG in 1H17;
-- U.S. light vehicle sales run in the low- to mid-17 million
range in 2016, and global sales rise in the low-single-digit
range;
-- After 2016, U.S. industry sales plateau at around 17
million, while global sales continue to rise modestly in the
low-single-digit range;
-- Debt rises to $4.1 billion at the close of the transaction,
but the company uses FCF to reduce debt over the next
several years;
-- The company keeps around $250 million in consolidated cash
on hand.
RATING SENSITIVITIES
Positive: With the likelihood of a substantial increase in leverage
following the MPG acquisition, Fitch does not expect to upgrade
AXL's ratings in the intermediate term.
Negative: Completion of the acquisition of MPG according to the
current terms will likely lead to a downgrade of AXL's ratings.
Fitch has placed these ratings on Rating Watch Negative:
AXL
-- IDR 'BB'.
AAM
-- IDR 'BB';
-- Secured revolving credit facility rating 'BB+/RR1';
-- Senior unsecured notes rating 'BB/RR4'.
APCO HOLDINGS: Moody's Affirms B3 CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3 first-lien credit facility rating of APCO Holdings,
LLC. The rating agency has also upgraded APCO's probability of
default rating to B3-PD from Caa1-PD reflecting a change in the
company's financing mix. The rating outlook is stable.
RATINGS RATIONALE
The affirmation of APCO's ratings reflect its leading position as a
marketer and administrator of vehicle service contracts, its
fee-oriented operating model with no material underwriting risk and
solid free-cash-flow metrics.
Offsetting these strengths are the company's limited size, and its
largely monoline business profile which Moody's views as strongly
tied to auto sales and the economy. The VSC industry includes a
number of large, well-established competitors including TPAs,
insurers and original equipment manufacturers. Other risks include
the company's aggressive financial leverage and weak interest
coverage.
The upgrade of APCO's probability of default rating reflects
changes in the company's funding mix following the issuance of a
subordinated note (unrated) payable to APCO's PE sponsor, Ontario
Teacher Pension Plan (OTTP). Funds from the incremental borrowing
were used to acquire APCO's largest agent.
Factors that could lead to an upgrade of APCO's ratings include:
(i) track record of reducing debt, (ii) EBITDA - capex coverage of
interest consistently exceeding 2x, and (iii)
free-cash-flow-to-debt ratio consistently exceeding 5%.
Factors that could lead to a rating downgrade include: (i) delay in
reducing debt, (ii) EBITDA - capex coverage of interest below 1.2x,
or (iii) free-cash-flow-to-debt ratio below 2%.
Moody's affirmed these ratings (and loss given default (LGD)
assessments):
Corporate family rating at B3;
$20 million first-lien revolving credit facility at B3 (LGD3);
$190 million first-lien term loan at B3 (LGD3).
Moody's has upgraded this rating:
Probability of default rating to B3-PD from Caa1-PD.
The outlook for the ratings is stable.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in December 2015.
APCO is a leading marketer and administrator of vehicle service
contracts and complementary products sold by auto dealers
throughout the United States and Canada. Founded in 1984 and based
in Norcross, Georgia, APCO uses an employee sales force and a
network of independent agents that specialize in serving the auto
dealer community to market its EasyCare, GWC, and private label
products. The company generated total revenues of
$303 million for the 12 months through June 2016.
ATLANTIC & PACIFIC: NY Court Affirms Assignment of Angelone Lease
-----------------------------------------------------------------
Judge Nelson S. Roman of the United States District Court for the
Southern District of New York affirmed the October 21, 2015 order
of the United States Bankruptcy Court for the Southern District of
New York (Drain, J.) overruling appellant Joseph Angelone's
objections to and approving an asset purchase agreement allowing
The Great Atlantic & Pacific Tea Company, Inc., and a number of
wholly-owned subsidiaries of A&P, to dispose of certain assets.
The appeal concerns the assignment of A&P's unexpired lease with
Angelone for the premises of one A&P store, located at 2424
Flatbush Avenue, Brooklyn, New York, that was auctioned off during
the Chapter 11 bankruptcy proceeding. A&P began leasing the
commercial space from Angelone in 1958, and continued to do so
through a series of lease extensions and amendments. The parties'
most recent lease extension extended the term of the lease to
October 31, 2008.
Angelone objected to the assignment of the commercial property
lease unless a "profit-sharing" provision contained in the lease
was enforced, entitling Angelone to a portion of the sale proceeds.
The Bankruptcy Court specifically overruled those objections,
rejecting Angelone's entitlement to any portion of the proceeds,
pursuant to Section 365(f) of the Bankruptcy Code.
The profit-sharing provision contained in the lease extension
between Angelone and A&P is triggered whenever the lease is
assigned. Angelone argued that Paragraph 5 of the lease extension
is not voided by section 365(f)(1) because assignment is freely
given under the provision even if such an assignment is accompanied
by the profit-sharing requirement. Appellant also argued that
interpreting section 365(f)(1) to prohibit the profit-sharing
provision collapses (f)(1) and (f)(3) such that (f)(3) becomes
superfluous, contrary to established principles of statutory
interpretation.
Subsection (f)(1) allows a bankruptcy trustee to assign such a
lease "notwithstanding a provision . . . that prohibits, restricts,
or conditions" such an assignment. Subsection (f)(3) provides a
broad exclusion against terminating or modifying provisions that
impact the lease as a result of an assignment.
Judge Roman held that neither of these arguments are persuasive.
The judge found that the provision undoubtedly requires payment by
A&P to Angelone of 50% of any profit realized by such an
assignment, i.e. the assignment is conditioned on complying with
the profit-sharing requirement. The judge held that both
subsections, albeit for different reasons, render the condition of
the profit-sharing provision, which happens to also modify the
terms of the lease, unenforceable during a reorganization under
Chapter 11.
Judge Roman agreed with the Bankruptcy Court's determination, based
on long-standing precedent, that the profit-sharing provision
contained in the 2003 Lease Extension is an unenforceable
anti-assignment provision under at least section 365(f)(1), and the
trustee is able to assign the unexpired lease without conditioning
such an assignment on Angelone receiving half of the proceeds from
the bankruptcy auction. The judge held that although the
profit-sharing provision was part of a carefully negotiated bargain
between Angelone and A&P, the benefits of that bargain gave way to
countervailing public policy considerations once A&P declared
bankruptcy.
A full-text copy of Judge Roman's October 17, 2016 opinion and
order is available at https://is.gd/62zjjc from Leagle.com.
The appeals case is JOSEPH ANGELONE, Appellant, v. THE GREAT
ATLANTIC & PACIFIC TEA COMPANY, INC., Appellee, No. 15 Civ. 8932
(NSR) (S.D.N.Y.).
Joseph Angelone is represented by:
Jay B. Itkowitz, Esq.
Allen Kohn, Esq.
ITKOWITZ PLLC
26 Broadway, 21st Floor
New York, NY 10004
Tel: (646)822-1801
Email: jitkowitz@itkowitz.com
akohn@itkowitz.com
The Great Atlantic & Pacific Tea Company, Inc., et al., is
represented by:
Garrett Avery Fail, Esq.
Salvatore Antonio Romanello, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153-0118
Tel: (212)310-8000
Email: garrett.fail@weil.com
salvatore.romanello@weil.com
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010,
and in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores. The Debtors are
seeking joint administration under Case No. 15-23007.
As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York issued an order directing joint
administration of the Chapter 11 cases of The Great Atlantic &
Pacific Tea Company, Inc., and its debtor affiliates under Lead
Case No. 15-23007.
ATLANTIC CITY, NJ: State Rejects Recovery Plan
----------------------------------------------
The American Bankruptcy Institute, citing Elinor Comlay of Reuters,
reported that the state of New Jersey has rejected Atlantic City's
recovery plan, saying it was unlikely to achieve financial
stability, setting the stage for a possible state takeover of the
cash-strapped gambling hub.
According to the report, the plan, which would cut costs, borrow
money and raise $110 million through a land sale, did not go far
enough, New Jersey Department of Community Affairs Commissioner
Charles Richman said in his decision.
The blueprint failed to meet several necessary requirements, and
city leadership "has had ample time to improve the city's financial
condition yet has avoided doing so in any meaningful way," the
report said, citing Mr. Richman as saying.
The Troubled Company Reporter, citing Jeannie O'Sullivan, writing
for Bankruptcy Law360, said Atlantic City officials on Oct. 24,
2016, approved a five-year financial plan to help it recover from a
fiscally crippling spate of poor gambling revenue and successful
tax appeals, and avert a state takeover.
According to the report, officials and financial consultants
presented the plan during a well attended City Council meeting.
They cited two key prongs of the financial plan -- required under
bailout legislation Gov. Chris Christie approved in May along with
a casino tax deferral plan as the city teetered on the brink of
insolvency -- are:
(1) the $110 million sale of Bader Field, a city athletic
field, to its municipal utilities authority; and
(2) $105 million generated through tax-exempt refinancing.
The Law360 report said Atlantic City plans to lay off 100 workers,
for a total of 450 positions shaved from the public payroll since
2013, and stands to shed an additional 192 positions through an
early retirement incentive already in place. Non-personnel
spending
will be reduced by 10 percent for $11 million in savings over five
years, and other efficiencies would be achieved through
“overdue
technology upgrades†and economic development and land-use
strategies, according to the presentation.
The report also added that over the time frame of the plan, the
city would fully repay the bulk of the city's debt, including a
$103 million and $30 million tax settlements, respectively, with
Borgata Hotel Casino & Spa and MGM Resorts International. The
city
also owes $43 million to the state for deferred employee benefits
costs. The plan includes $30 million reserve for unresolved tax
appeals.
Christian Hetrick, writing for The Press of Atlantic City,
reported
that city officials approved the fiscal recovery plan Monday night
to attempt to avoid a state takeover, and city officials met with
the state Tuesday morning to present it. The report said the
state
of New Jersey has until Nov. 1 to accept the plan or take over the
city's finances for five years. It also noted that the city would
still need state Transitional Aid after 5 years, and would need
more aid in 2021 than it got in 2015.
Elinor Comlay, writing for Reuters, said the city, a known
gambling
resort, has lost more than two thirds of its property tax base
since 2010 because of competition from casinos in neighboring
states, which has led five of the city's 12 casinos to close since
2014.
Meanwhile, Chuck Stanley, writing for Bankruptcy Law360, reported
that Borgata Hotel has denied reports that it has agreed to a $103
million settlement with Atlantic City that was included in a
five-year financial plan. Borgata, which is owed more than $150
million from tax appeals decisions, said it is open to negotiating
a settlement but that no deal had yet been reached and that any
agreement would be contingent on state approval of the city's
financial plan.
BERNARD L MADOFF: Trustee Seeks Approval of Chais Settlement
------------------------------------------------------------
Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee
for the liquidation of Bernard L. Madoff Investment Securities LLC
(BLMIS), on Oct. 28, 2016, filed a motion in the United States
Bankruptcy Court for the Southern District of New York seeking the
Court's approval of a global settlement with the defendants in
Picard v. the Estate of Stanley Chais, et al. ("Chais-related
Defendants"). The motion also seeks Court approval for the
creation of a California Restitution Fund, which is the result of
the efforts of California Attorney General Kamala D. Harris, and
the settlement of private California state court litigation against
the Chais-related Defendants.
The settlement agreement will ultimately deliver a benefit of more
than $277 million to the victims of the Madoff Ponzi scheme. The
agreement was made with the Stanley Chais estate, Chais's widow,
and a number of Chais family members, investment funds, trusts,
companies, and other entities associated with Chais. The approval
hearing for this agreement has been set for Tuesday, November 22,
2016 at 10:00 a.m.
Under the terms of the agreement, as soon as a final, unappealable
order is entered by the Court, the BLMIS Customer Fund will receive
a payment of at least $232 million in cash, as well as the
assignment of other non-liquid assets which will be liquidated over
time and which are valued at approximately $30.7 million.
Also under the agreement, a California State Restitution Fund that
will total approximately $15 million will be established, to be
supervised by the California Attorney General's office, for the
administration and payment of claims made by investors in certain
Chais-related partnerships related to the state.
"This outstanding outcome is the result of four years of
negotiation and mediation which addressed and resolved myriad
complex legal issues and underscores the tenacity of the teams who
continue to deliver additional recoveries for Madoff's victims,"
said Tracy Cole, a BakerHostetler partner and lead counsel on the
Chais matter. "The agreement confers a significant, immediate
benefit to the BLMIS Customer Fund, avoids lengthy, burdensome, and
expensive litigation, and represents a fair and reasonable
compromise between the SIPA Trustee and the defendants."
"The agreement announced brings total recoveries to date to more
than $11.4 billion," said Stephen P. Harbeck, President and Chief
Executive Officer of SIPC. "The work of the SIPA Trustee and his
team continues to drive results toward our shared goal of
maximizing the return of stolen funds to eligible victims as
quickly as possible."
"These milestones are a reminder of the importance of SIPC's
support in liquidations such as BLMIS," Mr. Picard added. "All
administrative costs of the Madoff Recovery Initiative are funded
by SIPC, meaning that 100 percent of recoveries are returned to the
legitimate owners. None of the costs to right the wrongs done by
Madoff are borne by his victims."
To date, the SIPA Trustee has distributed approximately $9.467
billion, which includes more than $836.6 million in committed
advances from SIPC. Once the agreement is approved by the
Bankruptcy Court and a final unappealable order entered, the total
BLMIS Customer Fund recoveries and agreements to recover will then
total approximately $11.459 billion, or more than 65 percent of the
principal estimated to have been lost by Madoff's defrauded
customers with allowed claims and those claims that are deemed
determined pending the outcome of litigation or future
settlements.
In addition to Ms. Cole, Messrs. Harbeck and Picard, and David J.
Sheehan, Chief Counsel to the SIPA Trustee, would like to thank the
Securities Investor Protection Corporation's Josephine Wang and
Kevin Bell, as well as BakerHostetler attorneys Thomas L. Long, M.
Elizabeth Howe and Lauren P. Berglin, who assisted with the work on
the global settlement agreement.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of Oct. 28,
2016, the SIPA Trustee has recovered more than $11.4 billion and
has distributed $9.467 billion, which includes more than $836.6
million in committed advances from the Securities Investor
Protection Corporation (SIPC).
BERNARD L MADOFF: Trustee Seeks Approval of Cohmad Settlement
-------------------------------------------------------------
Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee
for the liquidation of Bernard L. Madoff Investment Securities LLC
(BLMIS), filed a motion on Nov. 4 in the United States Bankruptcy
Court for the Southern District of New York, seeking approval of a
settlement agreement with Cohmad Securities Corporation ("Cohmad"),
the Estate of Maurice "Sonny" Cohn, Marcia B. Cohn and Marilyn Cohn
(the "Cohmad Parties"). An approval hearing has been set for
November 30, 2016 at 10:00 a.m.
Under the terms of the agreement with the Cohmad Parties, the
settlement will immediately benefit the BLMIS Customer Fund by
approximately $32 million. It represents more than 100 percent of
the amount transferred by BLMIS to Sonny Cohn, Marilyn Cohn and
Marcia Cohn as withdrawals from their Investment Advisory Accounts
during the six-year period prior to the BLMIS liquidation filing,
as well as more than 100 percent of the fees for referrals made to
BLMIS that Sonny Cohn and Marcia Cohn received during the six-year
period prior to the BLMIS liquidation filing.
"Cohmad is one of the earliest and best-known names affiliated with
Madoff, and this highly successful settlement brings one important
chapter of the Cohmad Securities Corporation story to a close,"
said BakerHostetler co-lead attorney Kathryn M. Zunno. "We
negotiated and reached this agreement despite the fact that Cohmad
has been insolvent and non-operational, and a key principal (Sonny
Cohn) is now deceased. We look forward to further resolution as we
pursue the ongoing Cohmad-related litigation."
Stephen P. Harbeck, President and Chief Executive Officer of SIPC,
stated, "The customers of Madoff's brokerage firm will receive all
of the proceeds of this settlement. No administrative expenses,
such as legal fees, forensic accounting fees, or other
administrative costs will be deducted. In this case, SIPC advances
funds to the SIPA Trustee to pay all administrative expenses to
maximize the return to the customers. SIPC looks forward to
additional settlements and additional distributions in the near
future."
This is the second recovery agreement reached in the BLMIS
liquidation in two weeks. On October 28, a $277 million, global
settlement was announced in Chais, et al, that will bring an
immediate benefit of $232 million to the Customer Fund. With these
new recovery agreements, the SIPA Trustee has recovered or has
reached agreements to recover more than $11.491 billion.
Distributions to BLMIS customers now total more than $9.467
billion, which includes $836.6 million in committed advances from
the Securities Investor Protection Corporation.
The SIPA Trustee will continue to pursue his claims against the
remaining defendants in Picard v. Cohmad et al, including certain
Cohmad registered representatives who received substantial fees for
referring investors in the Ponzi scheme. Under the agreement, the
Cohmad Parties agree to cooperate with future discovery requests
from the SIPA Trustee and make themselves available for depositions
and any trials that may assist in recovering additional funds
related to Cohmad for the SIPA Trustee's ongoing recovery efforts.
BakerHostetler co-lead attorney Esterina Giuliani added, "This
settlement is a key step in the overall Cohmad-related litigation
that is part of the overall liquidation of BLMIS. We will now
focus on pending litigation against remaining Cohmad defendants, as
our team continues its global efforts to recover money stolen by
Madoff to return to its rightful owners."
The SIPA Trustee's motion can be found on the United States
Bankruptcy Court's website at http://www.nysb.uscourts.gov/;Bankr.
S.D.N.Y., No. 08-01789 (SMB) / Adv. Pro. No. 09-01305 (SMB). The
motion -- as well as further information on recoveries to date,
other legal proceedings, further settlements, and general
information -- can also be found on the SIPA Trustee's website:
www.madofftrustee.com
In addition to Ms. Zunno and Ms. Giuliani, Messrs. Harbeck and
Picard, and David J. Sheehan, Chief Counsel to the SIPA Trustee,
would like to thank the Securities Investor Protection
Corporation's Josephine Wang and Kevin Bell, as well as
BakerHostetler attorneys Oren J. Warshavsky, Thomas L. Long,
Elizabeth M. Schutte, Shawn Hough, Frank M. Oliva, Kevin M.
Wallace, Samuel M. Light, Lauren R. Weinberg, and Brian F. Allen,
who assisted with the work on this settlement.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of Oct. 28,
2016, the SIPA Trustee has recovered more than $11.4 billion and
has distributed $9.467 billion, which includes more than $836.6
million in committed advances from the Securities Investor
Protection Corporation (SIPC).
BH SUTTON: Selling New York Property, Auction on Dec. 8
-------------------------------------------------------
BH Sutton Mezz, LLC, Sutton 58 Owner, LLC and Sutton 58 Owner, LLC,
ask the U.S. Bankruptcy Court for the Southern District of New York
to authorize a public auction sale of the Debtors' real properties
located at, and known as, 428, 430 and 432 East 58th Street, New
York, New York; and all zoning and development rights owned by or
available to the Debtors and/or to which the Debtors have a right,
title and interest in.
By order dated Sept. 20, 2016, the Debtors hired Jones Lang LaSalle
America, Inc. and Meridian Investment Sales as co-brokers to market
and sell the Debtors' assets. Since their retention, the Debtors
have worked with the Brokers and Sutton 58 Associates, LLC ("Sutton
Lender") on proper marketing material, confidentiality agreements
and an offering memorandum for the marketing of the assets.
The Brokers have been marketing the assets for sale and
communicating with multiple interested parties about the assets.
As of the date of the Motion, the Debtors have received written
offers for the Assets. The buyers have requested information about
the Terms of Sale and the timing of the process.
Based upon the location of the real property, communications with
the Brokers regarding the current marketing process, and
independent investigations conducted by the Debtors, it is
anticipated that there will be strong interest by potential buyers
to acquire the assets.
The Debtors will market the assets for sale by public auction sale.
The auction sale will offer the assets for sale "as is, where is,"
and free and clear of the liens, with any such liens to attach to
the proceeds of sale in the order, priority and extent as they
existed on the date the Debtors filed their bankruptcy petitions.
The Brokers intend to conduct the Auction Sale of the Assets on
Dec. 8, 2016. However, the Auction Sale may be adjourned for up to
one week such that it occurs on Dec. 15, 2016 in accordance with
the Terms of Sale.
As the Court is aware, the nature, extent and validity of the
secured claim held by Sutton Lender as against the Debtors' assets,
and Sutton Lender's right to credit bid at the proposed Auction
Sale, are subject to a judicial determination in connection with a
trial presently being held before the Court.
In order to facilitate an orderly sale of the assets, the Debtors
ask approval of the Terms of Sale pursuant to which competing bids
for the assets will be solicited. The Terms of Sale were
negotiated and agreed to by the Debtors, Sutton Lender and the
Committee.
Pursuant to the Terms of Sale, any potential individual,
partnership or entity that wishes to tender an offer or bid to
purchase the assets must be deemed a Qualified Bidder. A Qualified
Bidder is a potential bidder who no later than Dec. 1, 2016
delivers a written and signed irrevocable and binding offer
("Qualifying Statement"). Pursuant to the Terms of Sale, the
Qualifying Statement must be accompanied by evidence that a good
faith deposit has been made in the amount of the lesser of
$5,000,000 or 5% of any bid in immediately available funds
("Deposit"). Further, the Qualifying Statement must contain a
signed acknowledgment that if such bidder is determined to be the
Successful Bidder (as that term is defined in the Terms of Sale),
subject to the approval of the Court, that it will, within 3
business days after the Auction Sale, increase the Deposit as
necessary to an amount equal to 10% of its final bid as to the
Successful Bidder's obligation to increase the Deposit.
Further, the Terms of Sale provide for terms and procedures for
closing on the sale of the assets. The Successful Bidder must
close on the purchase of the assets on a date which is not later
than 50 days from the date of entry of an Order of the Court
confirming the sale of the assets to the Successful Bidder, subject
to certain extensions and conditions as specified in the Terms of
Sale.
A copy of the Terms of Sale attached to the Motion is available for
free at:
http://bankrupt.com/misc/BH_Sutton_271_Sales.pdf
The Debtors ask the Court's authorization to sell the assets by
public auction sale in accordance with the Terms of Sale. They
submit that granting the relief requested and a closing on the sale
of the assets pursuant to a plan of liquidation is in the best
interest of the creditors of the estate.
About BH Sutton and Sutton 58 Owner
New York City-based BH Sutton Mezz LLC filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 16-10455) on Feb. 26, 2016.
The petition was signed by Herman Carlinsky, president. The Hon.
Sean H. Lane presides over the case. Joseph S. Maniscalco, Esq.,
at Lamonica Herbst & Maniscalco, LLP, represents BH Sutton in its
restructuring effort. The Debtor estimated assets at $100
million to $500 million and debts at $10 million to $50 million.
Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy
petition
(Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016. Sutton
Owner
estimated assets at $100 million to $500 million and debts at $100
million to $500 million. Sutton Owner's business consists of the
ownership and operation of these real properties: (a) 428, 430 and
432 East 58th Street, New York, New York, 10022, including all air
rights and inclusionary air rights related thereto; and (b) the
cooperative apartments identified as 1R, 2D and 2N located at 504
Merrick Road, Lynbrook, New York 11583. Sutton Owner seeks to
retain Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq.,
at
Lamonica Herbst & Maniscalco, LLP, as its counsel.
Both cases are jointly administered.
BUILDERS FIRSTSOURCE: Reports Third Quarter 2016 Results
--------------------------------------------------------
Builders FirstSource, Inc. reported net income of $125.5 million on
$1.74 billion of sales for the three months ended Sept. 30, 2016,
compared to a net loss of $8.75 million on $1.27 billion of sales
for the three months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported net
income of $137.9 million on $4.82 billion of sales compared to a
net loss of $12.25 million on $2.10 billion of sales for the same
period last year.
As of Sept. 30, 2016, Builders Firstsource had $3.05 billion in
total assets, $2.75 billion in total liabilities and $300.3 million
in total stockholders' equity.
The Company acquired ProBuild Holdings LLC on July 31, 2015.
ProBuild's financial results are included in the combined company's
financial statements from the Closing Date forward and are not
reflected in the combined company's historical financial
statements. Accordingly, ProBuild's financial results are not
included in the Generally Accepted Accounting Principles results
for any periods prior to the Closing Date.
As of Sept. 30, 2016, Adjusted Pro Forma EBITDA (on a trailing 12
month basis) was $373.1 million and net debt was $1,970 million.
This implies a multiple of 5.3x net debt / Adjusted Pro Forma
EBITDA, down from 6.5x as of Sept. 30, 2015.
Liquidity at Sept. 30, 2016, was $631.9 million, which consisted of
net borrowing availability under the 2015 facility and cash on
hand.
Due to seasonal working capital needs, year to date cash used in
operations and investing was $73.4 million including $35.6 million
of one-time call premiums and fees associated with retiring the
Company's 7.625% notes due 2021, which was included in cash used in
operations. Excluding this refinancing cost, cash used in
operations and investing was $37.8 million.
Commenting on the quarterly results, Builders FirstSource CEO Floyd
Sherman remarked, "We grew sales by 3 percent in the quarter and
are executing against our strategic initiatives. Integration
efforts continue to progress as expected, creating approximately
$20 million in savings in the quarter and almost $60 million year
to date, before one time cost to implement. Despite labor
constraints which continue to slow construction activity, we grew
Pro Forma sales volume in the quarter by 1 percent in the new
residential construction end market, excluding the impact of
commodity inflation. This is compared to the total national
housing start decline year over year of 2 percent (comprised of 2
percent growth in single family starts and 9 percent contraction in
multi-family starts). We also increased sales in the repair and
remodeling end market by 3 percent. In addition, sales in our
value-added categories of prefabricated components, windows, doors,
and millwork grew 4 percent versus Pro Forma 2015."
Chad Crow, Builders FirstSource President and CFO, commented, "We
have executed six capital market transactions this year to improve
our financial flexibility, with a cumulative go forward annual
interest savings of approximately $34 million. This is one part of
our multi-year plan to de-lever the balance sheet, along with
earnings expansion, disciplined capital expenditures, utilization
of our tax assets, and generating cash to pay down the absolute
level of debt. We expect to continue to pay down debt the balance
of the year. As-of quarter end, we have reduced our debt ratio to
5.3x net debt/Adjusted Pro Forma EBITDA on a trailing 12 months
basis from 6.5x a year ago."
Concluding, Mr. Sherman added, "I am confident in the outlook for
our business. I believe the housing industry remains on a
trajectory of steady growth, albeit hampered in the short term by
construction labor availability. The competitive environment has
also intensified in select regions of the country, but we believe
our integrated approach and significant scale allow us to respond
more effectively than our competitors to service the homebuilder.
We are executing our strategy and managing what is in our control,
and I am very pleased with the progress we have made to date on
integrating our company. We are confident in our cost savings
actions that are on target to achieve $100 - 120 million of annual
cost savings before one-time integration expenses. I am also
pleased with the progress we are making on de-levering our capital
structure and reducing our interest expense. There is still more
work to do to capture balanced top and bottom line growth in the
quarters and years to come. We believe we have the team, the
infrastructure, the liquidity, and the strategic plan to create
shareholder value that is among the best in our industry."
A full-text copy of the press release is available for free at:
https://is.gd/eVbVtY
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction. The Company operates 56 distribution centers and 56
manufacturing facilities in nine states, principally in the
southern and eastern United States. Manufacturing facilities
include plants that manufacture roof and floor trusses, wall
panels, stairs, aluminum and vinyl windows, custom millwork and
pre-hung doors. Builders FirstSource also distributes windows,
interior and exterior doors, dimensional lumber and lumber sheet
goods, millwork and other building products.
Builders Firstsource reported a net loss of $22.8 million on $3.56
billion of sales for the year ended Dec. 31, 2015, compared to net
income of $18.2 million on $1.60 billion of sales for the year
ended Dec. 31, 2014.
* * *
As reported by the TCR on July 15, 2015, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Builders
FirstSource Inc. to 'B+' from 'B'.
"The stable outlook reflects our view that Builders FirstSource
will continue to increase sales and EBITDA as U.S. residential
construction continues to recover from an historic downturn and the
company realizes significant synergies from the merger. As a
result, we expect some improvement in the company's leverage
measures over the next 12 to 24 months while it maintains adequate
liquidity," said Standard & Poor's credit analyst Pablo Garces.
In the May 13, 2014, edition of the TCR, Moody's Investors Service
upgraded Builders FirstSource's Corporate Family Rating to 'B3'
from 'Caa1'. The upgrade reflects Moody's expectation that BLDR's
operating performance will continue to benefit from improved
housing construction, repair and remodeling.
CAESARS ENTERTAINMENT: Raising $3.8-Bil. Cash to Exit Bankruptcy
----------------------------------------------------------------
The American Bankruptcy Institute, citing Tracy Rucinski of
Reuters, reported that Caesars Entertainment Operating Co. Inc.
(CEOC) is raising up to $3.8 billion of cash so that it can exit
its two-year bankruptcy.
According to the report, the Debtor, which is Caesars Entertainment
Corp.'s main casino operating unit, secured support in October from
the vast majority of its creditors for a wide-ranging plan to
emerge from bankruptcy early next year. Now CEOC is seeking
financing for its reorganization plan, which entails splitting
Caesars' main bankrupt unit into a casino operator and real estate
investment trust (REIT), both controlled by creditors, the report
related.
If the plan wins U.S. Bankruptcy Court approval at a trial set for
January, CEOC must have at least $1.8 billion in new financing for
the REIT and $1.2 billion for the operating company before the
reorganization can become effective, the report further related.
The Caesars parent has promised to contribute some $5 billion to
CEOC's reorganization plan in exchange for creditors dropping
billions of dollars of claims, the report recalled.
To help fund the plan, Caesars will give creditors stock in a new
group it will create by merging with another affiliate, Caesars
Acquisition Co. (CAC), which in July agreed to sell its online
games unit for $4.4 billion in cash, the report said.
That money could help fund the new casino operator, Caesars has
said, the report added.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
* * *
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the adequacy of the disclosure statement explaining the
second amended joint Chapter 11 plan of reorganization of Caesars
Entertainment Operating Company Inc. and it debtor-affiliates.
The Court set Oct. 31, 2016, at 4:00 p.m. (prevailing Central
Time)
as last day for any holder of a claim entitled to vote to accept
or
reject the Debtors' plan.
A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing
Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen
United States Courthouse, 219 South Dearborn Street, Chicago,
Illinois, to confirm the Debtors' plan. Objections to
confirmation, if any, were due Oct. 31.
CATALYST PAPER: Seeks U.S. Recognition of Canadian Proceeding
-------------------------------------------------------------
Catalyst Paper Corporation and 13 of its subsidiaries filed Chapter
15 petitions in the U.S. Bankruptcy Court for the District of
Delaware to obtain assistance of the United States Bankruptcy Court
in giving effect in the United States to a proceeding currently
pending in Canada. The Chapter 15 filings came four years after
completing the Debtors' previous restructuring.
Headquartered in Richmond, British Columbia, CPC produces and sells
pulp and paper products in North America, Asia, Australia, and
Latin America. The Debtors are a consolidated business enterprise
comprising of various manufacturing, sales, and distribution
facilities and offices in Canada and the United States that are
operationally and functionally integrated.
The Debtors engage in operations in the United States and have U.S.
creditors in the form of noteholders, whose secured notes are
governed by U.S. law, and trade vendors.
As of June 30, 2016, the Debtors' outstanding obligations comprised
of: (i) C$24.1 million in letters of credit; (ii) C$15.1 million
under a term loan credit agreement, which is currently scheduled to
mature on July 31, 2017; (iii) C$335 million under a series of
secured notes; (iv) C$158.6 million in unsecured debt, as disclosed
in Court papers.
CPC and certain of its subsidiaries filed a petition for protection
under Canada's Canada Business Corporations Act, R.S.C. 1985, c.
C-44 before the Supreme Court of British Columbia on Oct. 31, 2016,
in order to effect a restructuring transaction.
CBCA arrangement provisions have been used as a controlled
reorganization procedure that enables financially distressed
companies to restructure or compromise certain debt obligations in
order to maximize the Company's value as a going concern for the
benefit of creditors and other parties-in-interest.
Pursuant to the CBCA, on Oct. 31, 2016, the Canadian Court entered
a preliminary interim order (i) authorizing the Debtors to apply
for entry of an interim order permitting CPC to call, hold and
conduct special meetings of the Noteholders and its equity holders
to consider and vote upon the Recapitalization Plan, (ii) staying
the continuation or commencement of any actions or proceedings
against or in respect of the Debtors or any of the Debtors'
property and other assets, and (iii) authorizing CPC to act as the
foreign representative for purposes of applying for recognition of
the CBCA Proceeding in a jurisdiction outside of Canada.
Contemporaneously with the Chapter 15 petitions, Stew Gibson, vice
president of sourcing and technical services at Catalyst Paper
Corporation, has filed a verified petition seeking recognition of
the CBCA Proceeding as a "foreign main proceeding".
"I believe that the Canadian Orders should be recognized and
enforced in the United States in order to eliminate the risk of
litigation in the United States by certain creditors in
contravention of the Preliminary CBCA Order and to permit the
orderly implementation of the CBCA Proceeding and, ultimately, any
plan of arrangement approved by the Canadian Court," Mr. Gibson
maintained.
CPC and its affiliates previously filed Chapter 15 proceedings in
2012 in the U.S. Bankruptcy Court for the District of Delaware
(Case No. 12-10221 (PJW)) to recognize restructuring proceedings
commenced in Canada pursuant to the CBCA, which ultimately
converted to a proceeding under Canada's Companies' Creditors
Arrangement Act.
According to the Debtors, since their comprehensive restructuring
proceeding in 2012, they have continued to face increasingly
challenging business conditions as the demand for, and the price
of, traditional printing and writing papers has continued to
experience declines in the past years.
"Although the Debtors generally continue to meet their obligations
as they become due, the Debtors have nevertheless incurred
significant losses in recent years," said Mr. Gibson.
Through the CBCA Proceeding, the Debtors are proposing to implement
the recapitalization transaction through a plan of arrangement.
The Recapitalization Plan impacts only the Secured Note holders and
equity holders, and is largely a consensual transaction.
Restructuring Support Agreement
In May 2016, CPC received an expression of intent among Kejriwal
Group International and CPC's largest shareholders holding or
controlling approximately 79.6% of its outstanding common shares
and 86.9% of the Secured Notes regarding a proposed acquisition
transaction whereby KGI would acquire all or substantially all of
the outstanding common shares of CPC. Houlihan Lokey Capital, Inc.
has been hired to assist the Debtors in the review of the proposed
KGI Acquisition as well as other strategic alternatives, including
a potential financial restructuring or reorganization.
On June 30, 2016, the Principal Securityholders entered into a
support agreement with KGI in connection with the KGI Acquisition
pursuant to which the Principal Securityholders committed to
support and vote in favor of the KGI Acquisition, subject to
certain material conditions and other provisions.
The KGI Acquisition contemplated a transaction whereby (i) KGI
would acquire all outstanding common shares of CPC except for those
held by the Principal Securityholders and the directors of CPC
(which would be converted into a new junior convertible term loan),
(ii) the Secured Notes would be converted into new indebtedness,
(iii) KGI would make certain equity investments in CPC, and (iv)
trade and other obligations would remain unaffected.
On Oct. 30, 2016, CPC and certain of its principal stakeholders
holding or controlling approximately 69.6% of its outstanding
common shares and approximately 86.7% of the outstanding Secured
Notes entered into a support agreement pursuant to which those
stakeholders have agreed to support a recapitalization transaction.
The principal terms of the Recapitalization Transaction include
that:
* existing Secured Notes (including interest scheduled to be
paid on November 1) with an aggregate principal amount
outstanding of US$260.5 million would be exchanged for
interests in a new 5-year US$135 million term loan plus
common shares of CPC representing 95% of the outstanding
number thereof after giving effect to such conversion;
* existing credit facilities would remain in place subject to
certain amendments, including extension of maturities, all
conditioned upon the agreement of the ABL Lenders and Term
Loan Lenders;
* CPC and the Supporting Securityholders would cooperate to
structure/negotiate the terms by which certain of the common
shares not held by those Supporting Securityholders would be
exchanged for cash consideration payable by CPC or otherwise
repurchased by CPC, subject to certain conditions (completion
of any such exchange would not be a condition to the
Recapitalization Transaction); and
* all other obligations of CPC, including to its trade
creditors, suppliers, customers and employees, would remain
unaffected and would be paid or satisfied in the ordinary
course.
"Notwithstanding the execution of the Support Agreement, CPC, the
Principal Securityholders and KGI are in continuing discussions
regarding the KGI Acquisition," said Mr. Gibson. "If and when an
agreement between CPC and KGI is reached in connection with this
transaction, CPC may choose to submit concurrently a plan of
arrangement involving the KGI Acquisition and the Recapitalization
Plan. In such a scenario, it is expected that the Recapitalization
Transaction would become an alternative to the Acquisition Plan and
would only be implemented in the event that the KGI Acquisition
were not completed. Catalyst seeks either to reach an agreement in
respect of the sale of its business to a willing purchaser such as
KGI who can fund the operations of the Company going forward, or
restructure its capital in order to be able to move forward with
its business with enhanced liquidity," Mr. Gibson continued.
In the course of its discussions with the lenders under the ABL
Facility to obtain a waiver of certain defaults that could arise
under the ABL Credit Agreement as a result of, inter alia, CPC's
decision to defer the November 1 Interest Payment and the
commencement of these proceedings, CPC has requested that the ABL
Lenders consider, and CPC intends to negotiate with the ABL
Lenders, certain amendments to the ABL Facility, including an
extension of the term thereof, in order to facilitate the
Recapitalization Transaction. As of the Petition Date, no amending
agreement has yet been entered into with the ABL Lenders. CPC has
taken similar steps with the lenders under the Term Loan.
"The failure to promptly enjoin creditor actions would result in a
significant disruption to the Debtors' business if their creditors
could effectively evade the terms of the Preliminary CBCA Order by
commencing any actions in the United States or by terminating U.S.
contracts. If collection and enforcement actions or contract
terminations occurred in the United States, the Debtors would be
forced to expand their resources to defend against these suits
and/or purported contract terminations, regardless of their merit,
and may be forced to expend limited resources in defense of
collection actions by individual creditors, and may need to exert
efforts to replace terminated contracts, potentially with less
advantageous terms," Mr. Gibson said.
A full-text copy of Stew Gibson's declaration in support of the
First Day Pleadings is available for free at:
http://bankrupt.com/misc/2_CATALYST_declaration.pdf
About Catalyst Paper
Catalyst Paper, et al., operate three paper mills in British
Columbia, located in Crofton, Port Alberni and Powell River, and
two additional paper mills in the United States, located in Biron,
Wisconsin, and Rumford, Maine.
The common stock of CPC is listed on the Toronto Stock Exchange
under the symbol TSX:CTL. CPC's primary asset in the United States
is its 100% equity ownership of Catalyst Paper Holdings Inc., a
Delaware corporation through which the Company conducts
substantially all of its operations in the United States.
CPC is the parent company of the enterprise and directly controls
100% of the common equity of almost all of the Canadian Debtors, as
well as Catalyst Paper Holdings, which directly or indirectly
controls the U.S. Debtors. It is also a general partner in a
general partnership, Catalyst Paper, which was formed between CPC
and Debtor Catalyst Pulp Operations Limited.
CATCH 22 LINY: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Catch 22 LINY Corp.
dba Reel
99 Ocean Avenue
East Rockaway, NY 11518
Case Number: 16-75160
Involuntary Chapter 11 Petition Date: November 5, 2016
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Hon. Robert E. Grossman
Petitioners' Counsel: Joseph M Mattone, Esq.
MATTONE, MATTONE, MATTONE, LLP
134-01 20th Avenue
College Point, NY 11356
Tel: 718-353-8880
Fax: 718-353-0161
E-mail: Joseph@mattone.com
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
Anthony Chiodi Loan $204,000
42-02 215th Street
Bayside, NY 11361
Willys Fish Corporation Vendor-Supplies $18,000
249 B Drexel Avenue
Westbury, NY 11590
Westbury Fish Co., Inc. Vendor-Supplies $26,000
20 Central Avenue
Farmingdale, NY 11735
CF INDUSTRIES: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has assigned a rating of 'BBB-/RR1' to CF Industries,
Inc.'s pending secured revolving credit facility due 2020 (to be
downsized to $750 million) and additional secured financing
anticipated to be up to $1.3 billion. Proceeds of the new
long-term secured debt in combination with revolver drawings and/or
cash on hand is expected to fund a prepayment of the $1 billion in
aggregate principal amount of senior notes due 2022, 2025 and 2027
together with the related make-whole payment estimated to be $210
million as of Oct. 31, 2016.
Fitch assigned an 'RR1' to first lien secured debt, notching up one
from the Issuer Default Rating (IDR) and indicating outstanding
recovery prospects (91%-100%) given default. Fitch assumes
security for the revolver and additional secured debt is pari passu
and limited to liens permitted under the unsecured note indentures
without the need to grant pro rata security to the unsecured notes.
The 'BB+/RR4' rating on unsecured notes reflects average recovery
or 31%-50%.
On Oct. 18, 2016, Fitch downgraded the IDR of CF Industries
Holdings, Inc. (NYSE: CF) and CF Industries, Inc. (CF Industries)
to 'BB+' from 'BBB'. The downgrade reflected Fitch's view that
weakness in the nitrogen fertilizer market is likely to persist
into 2017 as a result of market oversupply. This sustained
weakness followed by gradual recovery is expected to pressure
operating results in the near term and drive elevated leverage
through the next several years. Fitch expects funds from
operations (FFO) adjusted net leverage above 2.8x through 2019.
The Stable Outlook reflects expectations of free cash flow (FCF)
generation beginning in 2017 aided by expected tax refunds and
lower capital requirements as well as sufficient liquidity.
PROFITABILITY
Despite expectations for lower ammonia prices, Fitch expects CF to
generate average operating EBITDA margins in excess of 30% and
annual operating EBITDA of at least $1 billion in 2017 and $1.3
billion in 2018.
LEVERAGE
Fitch believes FFO adjusted net debt best reflects CF's leverage
since it captures distributions to CHS, Inc. and cash build in
advance of debt maturities. Fitch expects FFO adjusted net
leverage to peak mid-2017 at about 6x before declining to about 3x
by the end of 2019.
CASH FLOW
Spending on expansion projects at CF's Port Neal, IA and
Donaldsonville, LA facilities is expected to be completed by the
end of 2016 and annual capital spending thereafter should drop to
below $500 million. Fitch expects FCF to be negative by at least
$2.5 billion in 2016 but to be consistently positive thereafter and
average in the range of $400 million-$500 million per annum.
CHS STRATEGIC VENTURE
In February 2016, CHS, Inc. purchased a minority equity interest in
CF Industries Nitrogen, LLC (CF Nitrogen) for $2.8 billion. CHS
will be entitled to semi-annual profit distributions from CF
Nitrogen based generally on the volume of granular urea and UAN
purchased by CHS pursuant to a supply agreement. The $2.8 billion
in proceeds provided sufficient liquidity support for CF's final
year of project spending.
Once CF's capacity expansion projects are completed, it will have
total production of 18.9 million tons. Under the supply agreement,
CHS will have the right to purchase up to 1.7 million tons, or 8.9%
of the 18.9 million tons capacity at market prices.
INDUSTRY PROFILE AND OUTLOOK
The U.S. nitrogen fertilizer market benefits from corn's dominance
for feed, fuel and export, nitrogen's impact on yield for the crop,
the need to apply nitrogen annually, and the U.S. being
structurally short of supply. The U.S. imported (net of exports)
about 29% of its nitrogen consumption in 2015 and is likely to rely
on imports even after planned projects add up to 5.1 million tons
of gross ammonia capacity. believes ammonia prices will remain
relatively low in 2017 on global oversupply before improving on
better demand and supply rationalization. Fitch notes that
recovery in domestic nitrogen fertilizer prices depends on capacity
closures which would accelerate from strengthening in global energy
prices. In particular, stronger APAC coal markets could accelerate
closures and improve CF's cost position further.
COMPANY PROFILE
CF's ratings benefit from its position as the largest nitrogen
fertilizer producer in North America and the second largest
globally as well as its position as one of the lower cost
producers, globally, given the shale gas advantage. The company
operates five nitrogen fertilizer production facilities in the
U.S., two in Canada and two in the U.K. In 2015, CF accounted for
roughly 38% of the North American market for nitrogen fertilizers.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for CF Industries
include:
-- Fitch's natural gas price deck;
-- Average prices roughly $205/ton in 2017, $219/ton in 2018,
and $235/ton in 2019;
-- Capital spending below $500 million on average after 2016;
and
-- No share-buybacks and no growth in dividends.
RATING SENSITIVITIES
Negative: Future developments that could lead to negative rating
actions include:
-- FCF expected to be negative beyond 2016;
-- Available liquidity expected to be less than $1.0 billion on
average;
-- FFO adjusted net leverage expected to be greater than 3.3x
on a sustained basis.
Positive: Future developments, though not expected in the next 12
months, that could lead to positive rating actions include:
-- FCF (cash flow from operations less capital expenditures and
dividends) grows faster than expected;
-- FFO adjusted net leverage managed to below 2.5x on a
sustained basis.
LIQUIDITY
As of Sept. 30, 2016, CF had $1.55 billion of cash on hand. Fitch
estimates nearly full availability under the $1.5 billion unsecured
revolving credit facility due September 2020 (after $5 million
utilization for letters of credit). This facility is to be
downsized to $750 million and become secured. As with CF
Industries' notes, CF Industries' revolver is guaranteed by CF.
The current $1.5 billion revolver contains two financial covenants:
a minimum EBITDA/interest coverage ratio of 2.75:1.00 and a maximum
net leverage ratio of 5.25x for the quarters ending Sept. 30, 2016,
Dec. 31, 2016, and March 31, 2017,; 5x for the quarter ending June
30, 2017; 4.75x for the quarter ending
Sept. 30, 2017; 4x for the quarter ending Dec. 31, 2017; and 3.75x
for periods after Dec. 31, 2017. The $250 million 4.49% private
notes due 2022, $500 million 4.93% private notes due 2025, and the
$250 million 5.03% private notes due 2027 each have the same
financial covenants as the revolver.
Fitch believes there could be pressure on the net leverage covenant
by mid-2017. The amendment to the revolver and pre-payment of the
private notes should alleviate this concern.
Liquidity is sufficient in consideration of the 2016 expected cash
burn and expectations for future FCF generation. CF has no
scheduled debt due before the $800 million 6 7/8% notes are due May
2018. Fitch expects these notes to be repaid with cash on hand.
FULL LIST OF RATING ACTIONS
Fitch assigns these rating:
CF Industries, Inc.
-- Senior secured debt and revolving credit facility
'BBB-/RR1'.
Fitch currently rates CF Industries Holdings, Inc. as:
-- Issuer Default Rating 'BB+'.
Fitch currently rates CF Industries, Inc. as:
-- IDR 'BB+';
-- Senior unsecured credit facility 'BB+';
-- Senior unsecured notes 'BB+'.
The Rating Outlook is Stable.
CHARLES DONALD LEONARD: Unsecureds To Be Paid in Five Years
-----------------------------------------------------------
Charles Donald Leonard and Margaret Rose Leonard, dba Leonard
Cattle Company, filed a first amended plan of reorganization and
accompanying disclosure statement dated October 28, 2016, a
full-text copy of which is available at:
http://bankrupt.com/misc/neb15-82016-262.pdf
The Plan proposes that Mr. Leonard retain his business assets,
entering into a contractual relationship with Cinch Cattle Company
where he is able to continue his business of buying and selling
cattle under the auspices of Cinch's cattle dealer license.
Leonard will no longer engage in the cattle feeding niche of this
business.
Leonard has obtained special counsel to pursue asset recovery
strategies and legal remedies by filing lawsuits against Pinnacle
Bank and other third parties.
Mr. and Mrs. Leonard will retain their household and business
assets. To the extent that those retained assets are encumbered by
liens or interests, the Plan calls for continuing debt service
payments thereon. The retention of these assets will help generate
income to pay their living expenses, their necessary business
overheads and to fund the reorganization plan for the benefit of
unsecured claims of creditors.
As for the unsecured creditors, the Plan provides for the Debtors
to make quarterly disbursements over a five year period of time
(twenty quarters) commencing with the first business day of the
quarter following the Effective Date of the Plan. A Litigation
Trust is created and the assigned avails of litigation will be
distributed by a court appointed Trustee, with disbursements
enhance the quarterly payments by Leonard.
Charles Donald Leonard and Margaret Rose Leonard, dba Leonard
Cattle Company, filed a joint Chapter 11 petition (Bankr. D. Neb.
Case No. 15-82016) on December 14, 2015. The Joint Debtors are
represented by Victor E. Covalt, III, Esq., at Ballew, Covalt PC
LLO, in Lincoln, Nebraska, and David Grant Hicks, Esq., at Pollak,
Hicks, & Alhejaj, P.C., in Omaha, Nebraska.
CIVITAS SOLUTIONS: S&P Affirms Then Withdraws 'B+' CCR
------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
behavioral health service provider Civitas Solutions Inc. S&P
subsequently withdrew the rating at the company's request.
CJ HOLDING: Court Extends Plan Filing Deadline Thru March 17
------------------------------------------------------------
Judge David Jones granted CJ Holding Co., et al., extension of
their exclusive plan filing period through March 17, 2017. The
Debtors' exclusive solicitation period is also extended through May
17, 2017.
The Troubled Company Reporter previously reported, citing
BankruptcyData.com, that the Exclusivity Motion stated: "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."
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.
CLAYTON WILLIAMS: Announces Third Quarter 2016 Financial Results
----------------------------------------------------------------
Clayton Williams Energy, Inc., reported a net loss of $148.8
million on $55.43 million of total revenues for the three months
ended Sept. 30, 2016, compared to a net loss of $9.42 million on
$54.58 million of total revenues for the three months ended
Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $265.0 million on $127.9 million of total revenues
compared to a net loss of $50.98 million on $192.0 million of total
revenues for the same period during the prior year.
As of Sept. 30, 2016, Clayton Williams had $1.43 billion in total
assets, $1.25 billion in total liabilities and $182.78 million in
total stockholders' equity.
As of Sept. 30, 2016, total long-term debt was $846.5 million,
consisting of $351.5 million (net of $25.7 million of original
issue discount and debt issuance costs) under the second lien term
loan credit facility and $495 million, net of costs, of 7.75%
Senior Notes due 2019. The borrowing base established by the banks
under the revolving credit facility and the aggregate lender
commitment was $100 million at Sept. 30, 2016. The Company had
$98.1 million of availability under the revolving credit facility
after allowing for outstanding letters of credit of $1.9 million.
Liquidity, consisting of cash, short-term investments and funds
available on the revolving credit facility, totaled $321.1
million.
In July 2016, the Company entered into an agreement to sell
5,051,100 shares of common stock to funds managed by Ares
Management, L.P. for cash proceeds of $150 million or approximately
$29.70 per share, which transaction closed on Aug. 29, 2016. In
connection with the transaction, lenders under the Company's term
loan credit facility waived certain restrictions to enable the
Company to use proceeds from equity issuances and specified asset
sales for debt reduction and capital expenditures.
In July 2016, the Company commenced a modified "Dutch Auction" cash
tender offer to purchase up to $100 million aggregate principal
amount of Notes, which offer expired on Aug. 29, 2016. The Company
accepted for purchase $100 million in aggregate principal amount of
Notes at a purchase price of $947.50 per $1,000 principal amount,
which included an early tender premium of $30.00 for each $1,000
principal amount of Notes so purchased.
A full-text copy of the press release is available for free at:
https://is.gd/OTmmUE
About Clayton Williams
Clayton Williams Energy, Inc., incorporated in Delaware in 1991, is
an independent oil and gas company engaged in the exploration for
and production of oil and natural gas primarily in Texas and New
Mexico. On Dec. 31, 2015, the Company's estimated proved reserves
were 46,569 MBOE, of which 78% were proved developed. The
Company's portfolio of oil and natural gas reserves is weighted in
favor of oil, with approximately 83% of its proved reserves at Dec.
31, 2015, consisting of oil and natural gas liquids and
approximately 17% consisting of natural gas. During 2015, the
Company added proved reserves of 3,542 MBOE through extensions and
discoveries, had downward revisions of 26,158 MBOE and had sales of
minerals-in-place of 472 MBOE. The Company also had average net
production of 15.8 MBOE per day in 2015, which implies a reserve
life of approximately 8.1 years.
Clayton Williams reported a net loss of $98.2 million in 2015
following net income of $43.9 million in 2014.
As of June 30, 2016, Clayton Williams had $1.38 billion in total
assets, $1.20 billion in total liabilities, and $183 million in
stockholders' equity.
* * *
As reported by the TCR on Aug. 2, 2016, S&P Global Ratings affirmed
its 'CCC+' corporate credit rating on Texas-based oil and gas
exploration and production company Clayton Williams Energy Inc.
The outlook is negative.
COLORADO 2002B: Taps Atropos Inc as Responsible Party
-----------------------------------------------------
Colorado 2002B Limited Partnership and Colorado 2002C Limited
Partnership seek authorization from the U.S. Bankruptcy Court for
the Northern District of Texas to employ Atropos, Inc. and Karen
Nicolaou as responsible party for the Debtors, effective September
24, 2016 petition date.
The Debtors require Atropos Inc to:
(a) manage the chapter 11 bankruptcy process;
(b) prepare statements of financial affairs, schedules, and
other first day motions;
(c) manage communications with parties in interest;
(d) prepare monthly operating reports and such other financial
analysis as may be necessary as part of the restructuring
process;
(e) represent the Debtors at 341 hearings and providing
testimony at other bankruptcy hearings, as necessary;
(f) oversee the sale of the Debtors' assets;
(g) supervise the Debtors' legal advisors; and
(h) take other actions and doing such other things in
connection with these chapter 11 cases as may be necessary
and appropriate.
Atropos Inc will be paid at these hourly rates:
Karen Nicolaou $250
Other employees $125-$175
In addition, Atropos Inc will be entitled to:
-- 3% of the first $1,000,000 in net proceeds received from
any sale of Debtors' assets and any other transaction that
results in cash being distributed to the limited partners
of the Debtors (each such occurrence, a "Transaction"); and
-- 2% of any additional net proceeds greater than 1,000,000
received in each Transaction.
Atropos Inc will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In advance of filing, Atropos received $16,391.19 for prepetition
services and expenses incurred on behalf of the Debtors. Atropos
also holds a retainer in the amount of $25,000 for post-petition
services and expense reimbursement.
Karen Nicolaou, principal of Atropos Inc, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Atropos Inc can be reached at:
Karen Nicolaou
ATROPOS, INC.
8100 Washington Ave., Ste 1000
Houston, TX 77007
Tel: (713) 552-9834
Fax: (713) 552-9864
Colorado 2002B Limited Partnership (Bankr. N.D. Tex. Case No.
16-33743) and Colorado 2002C Limited Partnership (Bankr. N.D. Tex.
Case No. 16-33744) filed separate Chapter 11 petitions on September
24, 2016, and are represented by Jason S. Brookner, Esq., at Gray
Reed & McGraw, P.C.
COMSTOCK MINING: Robert Kopple Quits as Director
------------------------------------------------
Comstock Mining Inc. announced the resignation of Robert C. Kopple,
effective Oct. 31, 2016, from its Board of Directors.
During the past year, in large part through Bob's leadership, the
Company transformed its operations from a higher, fixed-cost,
labor-based mining infrastructure, to a lean, low-cost, mostly
variable cost structure for substantially all future drilling,
development, mining and acquisition activities. The Company also
strengthened its balance sheet by restructuring and significantly
reducing its debt and other obligations and prepared non-mining
lands for sale with anticipated estimated net proceeds in excess of
$7 million.
Corrado DeGasperis, executive chairman of the Board commented: "The
critical focus, guidance and achievements that Bob brought to the
Board over the past year-plus have been exceptionally productive
and valuable. We understand the demands on his schedule with other
boards and responsibilities and we are most thankful for his
support and guidance."
Mr. Kopple's resignation did not result from any disagreement with
the Company on any matter relating to the Company's operations,
policies or practices.
Mr. DeGasperis concluded: "Our focus on costs and liability
reductions, coupled with our planned non-mining land sales, are
expected to deliver a strong balance sheet that positions us for
growth. With a strong balance sheet and an expansive resource
potential, we are keen to accelerate the development of our Dayton
Mine into production and further expand our Nevada-based mining
platform."
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock District in 2003. Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining. The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.
Comstock Mining reported a net loss available to common
shareholders of $15.9 million on $18.5 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss available
to common shareholders of $13.3 million on $25.6 million of total
revenues for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, the Company had $36.24 million in total
assets, $18.82 million in total liabilities and $17.41 million in
total stockholders' equity.
CONFIRMATRIX LABORATORY: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------------
Debtor: Confirmatrix Laboratory, Inc.
1770 Cedars Road, Suite 200
Lawrenceville, GA 30045
Tel: 678-407-9818
Case No.: 16-69934
Chapter 11 Petition Date: November 4, 2016
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: William J. Boone, Esq.
JAMES-BATES-BRANNAN-GROOVER-LLP
Suite 1700
3399 Peachtree Road
Atlanta, GA 30326
Tel: (404) 997-6020
Fax: (404) 997-6021
E-mail: bboone@jamesbatesllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ann B. Durham, CEO.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb16-69934.pdf
CONSOL ENERGY: S&P Puts 'B' CCR on CreditWatch Positive
-------------------------------------------------------
S&P Global Ratings said it placed its ratings on Canonsburg,
Pa.-based Consol Energy Inc., including its 'B' corporate credit
rating, on CreditWatch with positive implications.
The CreditWatch designation follows Consol's announcement that it
plans to separate its 50-50 Marcellus Shale joint venture with
Noble Energy. As part of the separation, Consol expects to receive
a $205 million payment and additional assets from the joint
venture, in exchange for the cancellation of a drilling carry
obligation due from Noble Energy. Consol is estimating
$55 million in incremental annual EBITDA directly as a result of
the transaction.
In addition, the separation will afford Consol more flexibility to
sell certain assets and more aggressively develop others, which,
along with recent increases in commodity prices, is likely to lead
to stronger credit measures. In S&P's view, this would include
adjusted debt to EBITDA falling below 5x over the next year, which
could lead to an upgrade.
"The CreditWatch positive designation indicates our expectation
that we will be in a position to incorporate the announced joint
venture separation into our rating within the next 90 days," said
S&P Global Ratings credit analyst Chiza Vitta. "Furthermore, it
indicates that, in our view, there is at least a 50% chance of an
upgrade at the time of the CreditWatch resolution."
S&P could raise the rating once it has considered the transaction
details. The resolution would be based on the transfer of assets
and payments at closing, updated expectations of commodity prices,
and any revisions in strategy. This would include changes in
expectations for asset sales as well as updated development plans
(including associated effects on capital spending).
The rating could remain unchanged if S&P feels that, despite the
separation transaction, credit quality may not improve in a time
frame, or to an extent, that warrants an upgrade at that time.
CORTNEY S. VALENTINE: Pleads Guilty to Bank & Bankruptcy Fraud
--------------------------------------------------------------
The U.S. Attorney's Office for the District of Idaho, in a press
release dated November 2, 2016, stated that Cortney S. Valentine,
39, of Liberty, Utah, has pleaded guilty to bank fraud and false
declaration under penalty of perjury and concealment of assets in
connection with a bankruptcy case, U.S. Attorney Wendy J. Olson
announced. Valentine was indicted by a federal grand jury in Coeur
d'Alene on February 18, 2015.
According to the plea agreement, Valentine defrauded U.S. Bank when
he made material false statements which were relied upon by U.S.
Bank and caused U.S. Bank to lend him $362,000. In the midst of
the Valentine's ever increasing debt and when creditors were
attempting to foreclose on various properties, Valentine decided to
keep the creditors at bay by filing bankruptcy. Valentine and his
wife filed for relief under bankruptcy separately and in different
states. In November 2011, Valentine contracted to sell a home to a
third party for $1,150,000. Valentine should have reported to the
bankruptcy court any proceeds from the sale of the asset. Instead,
he used the money to support himself. Valentine made numerous
false statements on the bankruptcy filings and concealed the funds
from the bankruptcy court that he received from the third party
purchaser.
Valentine's wife, Nicolette P. Valentine, 37, of Liberty, Utah,
pleaded guilty to bank fraud, concealment of assets in connection
with a bankruptcy case and false statements under oath, on June 23,
2016. She is scheduled to be sentenced on December 6, 2016, before
Senior U.S. District Judge Edward J. Lodge.
The charge of bank fraud is punishable by up to 30 years in prison,
a maximum fine of $1,000,000, and up to five years of supervised
release. The charge of false declaration under penalty of perjury
in relation to a bankruptcy case is punishable by up to five years
in prison, a maximum fine of $250,000, and up to three years of
supervised release. The charge of concealment of assets in
connection with a bankruptcy case is punishable by up to five years
in prison, a maximum fine of $250,000, and up to three years of
supervised release.
Sentencing is set for Feb. 28, 2017, before Senior U.S. District
Judge Edward J. Lodge at the federal courthouse in Coeur d'Alene.
The case was investigated by Federal Bureau of Investigation
(FBI).
Cortney Valentine filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 11-15257) on May 26, 2011.
COSHOCTON MEMORIAL: Prime Healthcare Completes Acquisition
----------------------------------------------------------
Prime Healthcare Foundation and Coshocton County Memorial Hospital
on Nov. 1, 2016, disclosed that Prime Healthcare Foundation has
completed its acquisition of Coshocton County Memorial Hospital in
Coshocton, Ohio. The hospital will retain a local governing board
and not-for-profit status as a member of the Prime Healthcare
Foundation, an affiliate of Prime Healthcare. As a result of the
sale, the hospital will now be known as Coshocton Regional Medical
Center.
"Prime Healthcare looks forward to working with the physicians,
nurses and employees at Coshocton Regional Medical Center to ensure
the best care and service for patients and members of the
community," said Prem Reddy, MD, FACC, FCCP, Chairman, President
and CEO of Prime Healthcare. "Prime Healthcare is grateful to
continue Coshocton's legacy of providing quality and compassionate
healthcare, with millions of dollars of investment over the next
five years in capital equipment and infrastructure improvements."
The Prime Healthcare Foundation, a 501(c)3, non-profit public
charity dedicated to improving access to healthcare and increasing
educational opportunities in healthcare, has donated millions of
dollars to save financially distressed and bankrupt hospitals,
improving their quality of care and turning them into important
community assets.
"Our hospital has a 107-year history of service to our
communities," said Max Crown, Board of Trustees Chairman at
Coshocton. "Now, as Coshocton Regional Medical Center and a member
of Prime Healthcare, we have a renewed opportunity to prosper with
a proven leader in quality healthcare."
Coshocton Regional Medical Center was on the brink of closure in
March, 2016. Prime Healthcare Foundation submitted a Letter of
Intent to purchase the hospital and the majority of its assets
through bankruptcy court approval in September 2016 and issued an
order to proceed with the acquisition. The Ohio Attorney General's
office also approved the transaction, which is required for the
sale of non-profit healthcare providers, after holding a public
forum on the acquisition.
Coshocton Regional Medical Center is a 56-bed acute care hospital
that recently earned The Joint Commission's Gold Seal of
Approval(R) for accreditation by demonstrating compliance with
national standards for health care quality and safety in hospitals.
The hospital and its team of physicians serve a population of
36,500 residents in Coshocton County and surrounding counties in
the eastern central Ohio region with emergency, diagnostic,
surgical and rehabilitation services.
"We're excited to welcome the Coshocton team to Prime Healthcare,"
said Luis Leon, President of Operations of Prime Healthcare,
Division II. "Our mission at Prime Healthcare is to save and
improve hospitals so they can deliver compassionate, quality
healthcare in their local communities. Coshocton Regional Medical
Center holds a special place in the community and is a vibrant,
committed hospital with talented staff and physicians."
With the addition of Coshocton Regional Medical Center, Prime
Healthcare now owns and operates 44 hospitals in 14 states with
nearly 43,500 employees and physicians. Twelve of the hospitals
are members of the Prime Healthcare Foundation. Prime Healthcare
hospitals are regularly recognized for high quality care and the
health system is one of the fastest growing hospital systems in the
United States.
About Coshocton County Memorial Hospital Association
Coshocton County Memorial Hospital Association aka CCMH aka
Coshocton Hospital aka Coshocton County Memorial Hospital operates
a general acute care not-for-profit hospital in Coshocton, Ohio.
The hospital has been designated as a Sole Community Hospital and
is licensed for 56 beds. In addition to the main hospital
facility, the Debtor has a number of primary care and specialty
physician clinics. The Debtor has annual net revenue of more than
$50 million and employs more than 400 individuals. The hospital is
located in eastern central Ohio between Columbus and Pittsburgh and
is the only hospital within 25 miles. It has been serving the
healthcare needs of the community for more than 100 years.
Coshocton County Memorial Hospital Association filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio
Case No. 16-51552) on June 30, 2016. The petition was signed by
Lorri Wildi, chief executive officer. The case is pending before
Judge Alan M. Koschik.
The Debtor estimated assets at $10 million to $50 million and
liabilities at $10 million to $50 million.
McDonald Hopkins LLC serves as the Debtor's counsel. Garden City
Group, LLC, is the Debtor's notice, claims and balloting agent.
On July 8, 2016, the U.S. Trustee for Region 9 appointed four
creditors of Coshocton County Memorial Hospital Association to
serve on the official committee of unsecured creditors.
CRYOPORT INC: Completes Warrant Tender Offer
--------------------------------------------
Cryoport, Inc., announced it has received gross proceeds of
approximately $3.7 million from warrants tendered and exercised in
connection with its previously announced warrant exchange offer
that expired on Oct. 28, 2016.
Jerrell Shelton, CEO of Cryoport, said, "We are pleased to have
successfully completed the offer and raise additional funds to
support the growth of our business. This capital will be used,
largely, to support the growing demand in our biopharma market.
Cryoport provides unparalleled cold chain logistics solutions to
many of the world's leading regenerative medicine companies. In
fact, currently, we provide logistics support for over 100 clinical
trials, each of which contain significant potential embedded
revenue opportunity."
"Capital from this raise will also support our continued investment
in sales and marketing programs, engineering, operations, client
care, and information systems as we expand our position and
competencies in cold chain logistics for life sciences companies.
We believe Cryoport's prospective future has never been better as
demand continues to be fueled by exciting developments in the life
sciences industry."
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries. Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.
Cryoport reported a net loss attributable to common stockholders of
$15.05 million on $5.88 million of revenues for the year ended
March 31, 2016, compared to a net loss attributable to common
stockholders of $12.2 million on $3.93 million of revenues for the
year ended March 31, 2015.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2016, citing that
the Company has recurring operating losses from inception and has
used substantial amounts of working capital in its operations.
Although the Company has cash and cash equivalents of $2.8 million
at March 31, 2016, management has estimated that cash on hand will
only be sufficient to allow the Company to continue its operations
through the third quarter of fiscal 2017. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
DAYBREAK OIL: Announces Restructuring of Its Balance Sheet
----------------------------------------------------------
Daybreak Oil and Gas, Inc., announced that it has reached an
agreement to restructure its credit facility debt with Maximilian
Resources, LLC, the Company's current lender. The restructuring
process has begun to take place through a series of transactions
which include (i) the sale of its working interest in the Twin
Bottoms Field in Lawrence County, Kentucky, (ii) the complete
removal of all the Company's current debt relating to its Kentucky
interests, (iii) forgiveness of a certain portion of the Company's
credit facility debt, (iv) the removal of App Energy, LLC's debt
and note receivable balance from the Company's Balance Sheet, (vi)
converting a portion of the Company's debt owed on the Maximilian
credit facility to preferred stock subject to future shareholder
approval, and (vii) a commitment by Maximilian to provide financing
for a new property acquisition in Michigan to replace the Kentucky
property.
Sale of Kentucky Working Interest
The Company and its partner App Energy, LLC have sold their
respective working interests in the Twin Bottoms Field in Lawrence
County, Kentucky to a third party for a total amount of $4.5
million. Of the purchase price, $4.25 million dollars in cash has
been paid to Maximilian as a pay-down of the Daybreak and App
Energy debt, and $250,000 has been set aside to initially fund the
new Michigan Project. Also Maximilian has set aside and committed
another $250,000 to support cash flow shortfalls that may be
experienced by Daybreak in the upcoming months from the absence of
Kentucky revenue, while preparing the Michigan project for
startup.
New Debt Structure
A table showing the restructured debt balance after the Kentucky
property sale and assuming the conversion of a portion of the
Company's Maximilian credit facility debt to equity and no other
draws on the facility:
Oct. 31, 2016 loan balance to Maximilian $17.0 million
Removal of App Energy debt (5.4)
Removal of all Kentucky debt and
forgiveness of debt (2.9)
Maximilian conversion to preferred equity (3.2)
--------------
New debt balance $5.5 million
The maturity date of the Maximilian credit facility has been
extended from Aug. 28, 2017, to Feb. 28, 2020. Monthly interest
and principal payments have been suspended for a period of six
months until May 1, 2017, with no penalty or interest, or until the
first payment date occurring after the first date that the Company
receives production revenue from the Michigan project, whichever
event occurs first.
Upcoming Michigan Acquisition
Daybreak, App Energy and Maximilian have agreed in principle to
enter into a Joint Venture Agreement to develop two shallow oil
prospects in Michigan. The Joint Venture Agreement is expected to
be completed before the end of November 2016. A lease option has
been secured by App Energy. Multiple targets have already been
identified through 2-D seismic interpretation. A partial 3-D
seismic will be shot in the near future to confirm the 2-D seismic
data. Wells in the immediate area of the prospects are typically
expected to have 150,000 barrels of recoverable oil. The Company
has identified 16 drilling locations on the acreage. A typical
well in the area is estimated to have an initial production rate of
75 - 100 barrels of oil per day with very low decline rates. The
target reservoir will be encountered at a depth of 2,500 feet to
3,000 feet. These vertical wells will require no hydraulic
fracturing. The first well is expected to be drilled in the first
calendar quarter of 2017. The escrowed funds discussed above will
be used to acquire the 3-D seismic and to drill the first well.
James F. Westmoreland, president and chief executive officer,
commented, "We have had to make some hard choices within our
Company however, I believe that this series of restructuring
transactions, when they are all completed, will position Daybreak
to be able to bring its debt in line with current market
conditions, operate, compete and expand our oil reserve base in
this current oil price environment. While we believed in the
Kentucky project, the economics of continuing to develop the
reserves in this price environment were not very attractive
considering the well costs and the cost of servicing our debt. We
are however, pleased that we have this new opportunity in Michigan
where the well costs should be less expensive and our debt service
will be more manageable. While expected initial production rates
for the Michigan will be less than the Kentucky initial production
rates, the decline rate in Michigan is expected to be substantially
less than in Kentucky, so recouping our drilling and completion
costs will take less time thus giving us a much better rate of
return for our shareholders in the current price environment. We
continue to operate our East Slopes Field in Kern County,
California where our stable production base from our 20 producing
wells provides us with a steady dependable cash flow each month.
The economics of new drilling in California are not attractive
until the oil prices remain steadily above $60 per barrel so we
don't expect any new drilling there in the foreseeable future."
Additional information is available for free at:
https://is.gd/S8sZlQ
About Daybreak Oil
Daybreak Oil and Gas, Inc., is an independent oil and natural gas
exploration, development and production company. The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas. The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB. Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.
Daybreak Oil reported a net loss available to common shareholders
of $4.33 million on $1.25 million of revenue for the year ended
Feb. 29, 2016, compared to a net loss available to common
shareholders of $865,577 on $3.08 million of revenue for the year
ended Feb. 28, 2015.
As of Aug. 31, 2016, Daybreak Oil had $9.30 million in total
assets, $20.80 million in total liabilities and a total
stockholders' deficit of $11.49 million.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Feb. 29, 2016, citing that Daybreak Oil suffered losses from
operations and has negative operating cash flows, which raises
substantial doubt about its ability to continue as a going concern.
DAYTON SUPERIOR: Fitch Assigns 'B' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has assigned first-time ratings to Dayton Superior
Corporation as:
Dayton Superior Holdings, LLC
-- Long-Term Issuer Default Rating 'B'.
Dayton Superior Corporation
-- Long-Term IDR 'B';
-- Senior Secured ABL facility 'BB/RR1';
-- Senior Secured Term Loan B 'B+/RR3';
-- Preferred Units ‘CCC+/RR6’.
The Rating Outlook is Stable.
REFINANCING
Dayton Superior is in the process of refinancing its $160 million
term loan (T/L) B with a new $210 million T/L B that matures in
five years. Proceeds from the issuance will be used to repay the
existing T/L and reduce borrowings under the company's ABL
facility.
Dayton Superior Holdings, LLC is the issuer of the consolidated
financial statements. It is a holding company and is the direct
parent of the guarantor, Dayton Superior Holdings, Inc. The
borrower under the ABL facility and the new T/L B is Dayton
Superior Corporation, a direct subsidiary of the guarantor.
KEY RATING DRIVERS
The rating for Dayton Superior reflects the company's leading
market position in most of its business segments, extensive product
and service offerings, and adequate liquidity position. The rating
also takes into account the company's relatively small size, high
leverage, ownership concentration, historically weak free cash flow
(FCF) generation and somewhat limited end-market diversity.
The Stable Outlook reflects Fitch's expectation that demand for
Dayton Superior's products will grow mid-single digits during the
next few years as nonresidential construction spending (private and
public) is projected to increase modestly in the near term. Fitch
also expects the company's credit metrics will improve from current
levels as Dayton Superior pays down debt from stronger FCF
generation and profitability improves further from initiatives
undertaken by the management team over the past few years.
LEADERSHIP POSITION/SMALL SCALE
Dayton Superior has an extensive product offering with strong
market positions in each of its business segments. The company
differentiates itself by providing an integrated solution (i.e.
'One Stop Shop') to a contractor's full requirement of concrete
products and chemicals, as well as engineering services and
logistics support. Dayton Superior has an extensive geographic
footprint comprised of 10 manufacturing facilities, 10 rental yards
and 19 distribution centers spread across North America.
While the company has leadership position in its various business
segments, Dayton Superior has a relatively small scale with
revenues of less than $400 million. Fitch believes that the
company's small scale somewhat limits its purchasing and pricing
power, as well as its capital markets access.
SOMEWHAT LIMITED END-MARKET DIVERSITY
Dayton Superior markets its products primarily to concrete-related
applications and to the U.S. nonresidential construction sector.
Management estimates that about 35% of its revenues are directed to
the infrastructure segment, 30% to commercial and industrial
construction and 30% to institutional construction. The company
has limited exposure to the residential sector, accounting for only
5% of revenues. Typically, residential construction and commercial
construction have differing cycles, which somewhat dampens the
cyclicality of the construction sector. Fitch believes that this
lack of end-market diversity increases the volatility of the
company's revenues and profits.
CONSTRUCTION OUTLOOK
Fitch projects overall construction spending (Value of Construction
Put In Place as measured by the Census Bureau) will expand
mid-single digit percentage in 2017, including a 6% increase in
commercial construction spending and 5% growth in public
construction expenditures.
Fitch believes that highway spending will grow and remain
relatively stable in the intermediate term given the certainty of
funding from the federal government. On Dec. 4, 2015, President
Obama signed into law a new five-year, $305 billion highway bill.
This measure is the first long-term highway program put in place
since the expiration of the last long-term highway bill in 2009.
Spending will also be supported by state initiatives to fund
highway projects. State governments continue to seek alternative
revenue sources to fund highway projects, including increasing
state gas and motor fuel taxes, raising sales taxes, and
transferring general fund revenues to highway fund budgets. Several
states have initiated some of these approaches and have also tapped
the private sector to supplement funding for highway expenditures.
Fitch believes that the passage of a long-term highway bill,
combined with state initiatives, will allow individual states to
plan longer-term construction projects.
ADEQUATE LIQUIDITY POSITION
On a pro forma basis, Dayton Superior has adequate liquidity with
available borrowing capacity under its $75 million ABL facility
that matures in July 2020. The company's proposed T/L B requires
quarterly amortization of $525,000.
WEAK FCF GENERATION
Dayton Superior generated negative FCF during the past two years
due to higher rental fleet investments in 2014 and 2015. Fitch
expects adjusted FCF (Fitch-calculated FCF plus cash proceeds from
used equipment sales) will approximate 3.5% - 4.5% of revenues
during 2017 as the company lowers its rental fleet investments.
IMPROVING MARGINS
Dayton Superior's revenues have been flat over the past two years
but margins have improved meaningfully due in part to initiatives
implemented by management. Fitch expects further improvement in
EBIT margins in 2017.
CREDIT METRICS
Dayton Superior's credit metrics have been improving but remain
relatively weak. Debt/EBITDA improved from 11.1x at the end of
2013 to 9.3x at year-end 2014, 8.1x at the conclusion of 2015 and
8.1x for the LTM period ending June 30, 2016. (Note: Fitch
considers Dayton Superior's $196.4 million of preferred units as
debt. Excluding the preferred units, debt/EBITDA for the LTM
period was 4.3x.) Similarly, interest coverage improved from 2.2x
in 2013 to 2.7x in 2014, 3.3x during 2015 and 3.2x for the LTM
period ending June 30, 2016.
Fitch expects leverage will be below 8x by the end of 2016 and
beneath 7x at the conclusion of 2017. Interest coverage is
forecast to remain above 3x during the next few years.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- Overall U.S. construction spending grows mid-single digits
during 2016 and 2017;
-- Dayton Superior's revenues fall low-single digits in 2016
and improves mid-single digits in 2017;
-- Further improvement in EBITDA margins in 2016 and 2017;
-- Dayton Superior generates adjusted FCF margin of 3.5%-4.5%
in 2017;
-- Debt to EBITDA settles below 8x at the end of 2016 and
approximates 7x by year-end 2017;
-- Interest coverage is above 3x during the next few years.
RATING SENSITIVITIES
The company's ratings are constrained due to the relatively small
scale of the company and limited end market diversity. However,
positive rating actions may be considered if Dayton Superior
expands the diversity of its end markets and the company shows
meaningful further improvement in FCF generation and operating and
credit metrics, including interest coverage sustained above 4x and
funds from operations (FFO)-fixed charge coverage consistently
above 3.5x.
Negative rating actions may be considered if there is sustained
erosion of profits and cash flows due to either weak construction
activity, meaningful and continued loss of market share, and/or
ongoing cost pressures resulting in margin contraction and
deterioration in credit metrics, including EBITDA margins below
12%, debt to EBITDA levels (preferred units classified as debt)
consistently above 8x, FFO-fixed charge coverage routinely below
1.5x and interest coverage falls below 2.5x. Fitch will also
review the ratings if the company consistently generates negative
adjusted FCF.
RECOVERY ANALYSIS
The Recovery Rating (RR) of 'RR1' on Dayton Superior's senior
secured ABL facility indicates outstanding recovery prospects for
holders of this debt issue. The 'RR3' on the company's senior
secured T/L B indicates good recovery prospects. The 'RR6' on the
company's Class A and Class C preferred units indicate poor
recovery prospects in a default scenario. Fitch applied a
liquidation value analysis for these Recovery Ratings.
DELIVERY AGENT: Vorys Sater Representing Turner & Home Box
----------------------------------------------------------
Vorys, Sater, Seymour and Please LLP, pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure, filed with the U.S.
Bankruptcy Court for the District of Delaware a verified statement
in the Chapter 11 case of Delivery Agent, Inc., stating that the
Firm is representing these creditors/parties-in-interest:
A. Turner Entertainment Networks, Inc.,
and its related entities
c/o Vorys, Sater, Seymour and Pease LLP
Tiffany Strelow Cobb, Esq.
52 East Gay Street
Columbus, Ohio 43215
E-mail: tscobb@vorys.com
B. Home Box Office, Inc.
c/o Vorys, Sater, Seymour and Pease LLP
Tiffany Strelow Cobb, Esq.
52 East Gay Street
Columbus, Ohio 43215
E-mail: tscobb@vorys.com
Turner Entertainment and its related entities are creditors and
parties-in-interest holding a prepetition claim(s) and potentially
post-petition administrative claim(s) in this Chapter 11 case. The
Firm has been retained by Turner to represent it in all matters
regarding this Chapter 11 proceeding at its normal and customary
hourly rates.
Home Box Office is a creditor and party-in-interest holding a
pre-petition claim(s) and potentially post-petition administrative
claim(s) in this Chapter 11 case. The Firm has been retained by
this creditor to represent it in all matters regarding this Chapter
11 proceeding at its normal and customary hourly rates.
A recital of pertinent facts and circumstances in connection with
the employment of the entity or entities at whose instance,
directly or indirectly, the employment was arranged.
The Firm was asked by each of these related entities to represent
each in this Chapter 11 case.
The Firm can be reached at:
Tiffany Strelow Cobb, Esq.
VORYS, SATER, SEYMOUR AND PEASE LLP
52 East Gay Street
Columbus, Ohio 43215
Tel: (614) 464-8322
Fax: (614) 464-6350
E-mail: tscobb@vorys.com
About Delivery Agent
Headquartered in San Francisco, California, Delivery Agent, Inc.,
turns audiences into revenue generating customers for brands,
device manufacturers, and media companies worldwide. It offers
ShopTV, a technology that allows audiences to engage with and
transact directly from advertisements and television shows through
Web, mobile, and advanced television applications; a cloud-based
shopping platform, which enables omni-channel commerce for its
clients with simplicity; eCommerce platform for omni-channel
shopping; relevant and personalized product offers to viewers
based on the content they are watching with the help of contextual
database; and advertising solutions.
Delivery Agent, Inc., and affiliates MusicToday, LLC, Clean Fun
Promotional Marketing, Inc., and Shop the Shows, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12051) on
Sept. 15, 2016.
The cases are assigned to Judge Laurie Selber Silverstein.
The Debtors hired Pachulski Stang Ziehl & Jones LLP as local
Counsel; Keller & Benvenutti LLP as general counsel; Arch & Beam
Global, LLC as financial advisor; and Epiq Bankruptcy Solutions,
LLC, as claims and noticing agent.
Andrew R. Vara, the Acting U.S. Trustee for Region 3, on Sept. 29
appointed seven creditors of Delivery Agent, Inc., to serve on the
official committee of unsecured creditors.
DYNAMIC DRYWALL: Court Partly Grants Beal's Bid for Admin. Expenses
-------------------------------------------------------------------
Judge Robert E. Nugent of the United States Bankruptcy Court for
the District of Kansas granted in part and denied, in part, the
motion for administrative expenses filed by the Law Offices of Ron
D. Beal in the bankruptcy case captioned IN RE: DYNAMIC DRYWALL
INC., Debtor, Case No. 14-11131 (Bankr. D. Kan.).
Beal was employed by the debtor to pursue a breach of contract
claim against Building Construction Enterprises, Inc., and The
Hartford Fire Insurance Company, the bond surety, that arose from
an alleged breach of a settlement agreement reached in state court
construction litigation over a public works project in Olathe,
Kansas. As part of that engagement, Beal was also hired to defend
an attorney's lien claimed by its former counsel, Stinson Leonard
Street, as a result of the same litigation. The Attorney-Client
Agreement is straightforward. Beal is to receive "professional
fees" when the debtor receives an "economic benefit," regardless
when the benefit is conferred and whether it is conferred by
settlement, judgment, or after an appeal. The fees equal 40% of
the benefit, calculated after deduction of Beal's expenses. Beal
was entitled to recover those first. In any event, DDI was
obligated to reimburse Beal for his expenses, regardless of the
outcome of the case.
In addition to the Hartford Matter, Beal was later separately
employed on an hourly basis as special counsel to pursue several
other construction contract payment claims against general
contractors and bond sureties on unrelated projects.
After Beal filed the adversary proceeding to pursue those claims,
DDI fired the debtor in possession's lead bankruptcy counsel, Mark
J. Lazzo, and hired Jeffrey A. Deines to replace him. After that,
Beal attempted to negotiate a revised contingency fee agreement
containing an additional provision assuring Beal of an hourly fee
recovery if certain "compromising events" transpired. When DDI
refused to agree, Beal moved to withdraw.
Beal then claimed the value of his time and expenses up to the
withdrawal date as an administrative expense on the basis that he
was thwarted from successfully pursuing a meritorious claim for the
estate. He requested final approval of his fees and expenses for
the Hourly Work. He also requested $33,374 in attorney fees for
services in the Hartford Matter, based upon Beal's having billed
151.7 hours at $220 per hour. He also requested $2,400 for storage
of DDI's 41 boxes of files and documents at his home office.
Judge Nugent found that DDI did not terminate Beal, and concluded
that Beal repudiated their Agreement by seeking to amend it and
then withdrew when that effort proved unsuccessful. Other than
Beal's contention that he was discharged, which Judge Nugent
rejected, Beal has not shown that his employment on a contingency
basis was improvident at the time it was approved. The judge
pointed out that by agreeing to a fee expressed as a percentage of
DDI's recovery, Beal accepted the possibility (and risk) that the
recovery might be zero.
Judge Nugent thus concluded that there is no basis for varying the
terms of the contingency fee agreement under 11 U.S.C. section 328,
and Beal's application for quantum meruit compensation on the
Hartford Matter was denied, except that Beal should be compensated
for storing numerous files and records of the debtor in his office
for over a year. The judge also approved Beal's application for
final approval of interim orders compensating him for work done on
the Hourly Work.
A full-text copy of Judge Nugent's November 2, 2016 amended order
is available at http://bankrupt.com/misc/ksb14-11131-389.pdf
About Dynamic Drywall
Dynamic Drywall Inc., based in Wichita, Kansas, filed for Chapter
11 bankruptcy (Bankr. D. Kan. Case No. 14-11131) on May 21, 2014.
Judge Robert E. Nugent presides over the case. Mark J. Lazzo,
P.A., serves as the Debtor's counsel. In its petition, Dynamic
Drywall estimated $1 million to $10 million in assets and $0 to
$50,000 in liabilities. The petition was signed by Randall G.
Salyer, president.
DYNAMIC DRYWALL: Directed to Pay $28,369 to Ron Beal for Atty Fees
------------------------------------------------------------------
Judge Robert E. Nugent of the United States Bankruptcy Court for
the District of Kansas granted in part and denied, in part, Ron D.
Beal's motion to alter or amend the court's September 14, 2016,
Order denying his administrative claim for attorney fees in the
bankruptcy case IN RE: DYNAMIC DRYWALL INC., Debtor, Case No.
14-11131 (Bankr. D. Kan.).
On September 14, 2016 the Court denied Beal's Fourth Interim and
Final Application for attorney fees of $33,374, but granted Beal's
request for reimbursement of $2,400 storage expenses made in the
same application.
Beal was employed as special counsel to the debtor in possession
under a contingent fee agreement to pursue claims against Hartford
Fire Insurance. Judge Nugent approved that employment agreement on
October 21, 2014. Prior to completion of the litigation, Beal
moved to withdraw as counsel on June 25, 2015, and, after Beal and
debtor could not agree on a re-negotiated and amended fee
agreement, the Court granted his motion on August 19, 2015. The
Hartford Matter was subsequently dismissed by stipulation of the
parties and in December of 2015, Beal filed his final fee
application. Following an evidentiary hearing, the Court, on
September 14, 2016, issued its Order denying Beal's administrative
claim for attorney fees. On September 28, 2016, Beal timely moved
to alter or amend that Order and for additional findings.
Judge Nugent found that Beal is correct that the Court omitted to
address his request for a final order authorizing the payment of
his fees and expenses that had been approved under prior interim
orders and which Beal earned for work on other matters referred to
in the September Order as the "Hourly Matters." The judge
explained that those fees and expenses should have been approved
and allowed as section 503(b) administrative expenses with a second
priority under section 507(a)(2). It is undisputed that $28,369.52
of this amount remains unpaid. There were no objections made to
the final approval or amount of these fees and expenses, nor the
unpaid balance. Judge Nugent thus ordered the debtor to pay the
outstanding balance of Beal's administrative expenses along with
the $2,400 storage expense allowed by the Court in its September
Order.
A full-text copy of Judge Nugent's November 2, 2016 order is
available at http://bankrupt.com/misc/ksb14-11131-387.pdf
About Dynamic Drywall
Dynamic Drywall Inc., based in Wichita, Kansas, filed for Chapter
11 bankruptcy (Bankr. D. Kan. Case No. 14-11131) on May 21, 2014.
Judge Robert E. Nugent presides over the case. Mark J. Lazzo,
P.A., serves as the Debtor's counsel. In its petition, Dynamic
Drywall estimated $1 million to $10 million in assets and $0 to
$50,000 in liabilities. The petition was signed by Randall G.
Salyer, president.
ENERGY FUTURE: NextEra Energy to Buy Rest of Oncor for $2.4-Bil.
----------------------------------------------------------------
The American Bankruptcy Institute, citing Reuters, reported that
power producer NextEra Energy Inc. said it would buy the remaining
stake in Oncor Electric Delivery Co for about $2.4 billion in
cash.
According to the report, the company said it would buy the about 20
percent indirect stake owned by Texas Transmission Holdings Corp.
NextEra said in July it would buy bankrupt Texas power company
Energy Future Holdings Corp's 80 percent indirect stake in Oncor in
a deal valued at about $18.4 billion, the report related.
That deal, which is expected to close in the first quarter of 2017,
provides NextEra access to the largest network of power lines in
Texas, the report further related.
NextEra also said it would acquire a 0.22 percent stake from Oncor
Management Investment LLC for about $27 million, the report said.
The company said it expected to fund the deal with Texas
Transmission through a combination of debt and equity, the report
added.
Skadden, Arps, Slate, Meagher & Flom LLP is the legal adviser to
Texas Transmission.
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.
On Oct. 4, those entities emerged from Chapter 11 as a standalone
company -- known as TCEH Corp. -- effected through a tax-free
spinoff from EFH Corp.
ENERGY FUTURE: NextEra, Oncor Seek Approval of Merger Agreement
---------------------------------------------------------------
NextEra Energy, Inc., together with Oncor Electric Delivery Company
LLC, on Oct. 31, 2016, filed a joint application with the Public
Utility Commission of Texas ("PUC") requesting the approval of two
proposed merger transactions. The first transaction, which was
announced on July 29, 2016, involves NextEra Energy's proposed
acquisition of the approximately 80 percent interest in Oncor,
which is indirectly held by Energy Future Holdings Corp. ("EFH").
The second transaction, which was announced earlier on Oct. 31,
involves the proposed merger of a NextEra Energy affiliate with
Texas Transmission Holdings Corporation ("TTHC"), including TTHC's
approximately 20 percent indirect interest in Oncor. The proposed
transactions have a combined enterprise value of approximately
$18.7 billion, assuming a 100 percent ownership interest in Oncor
by NextEra Energy.
"NextEra Energy's proposed combination with Oncor is a
straightforward, traditional merger by a utility holding company
that has one of the strongest balance sheets in the utility
industry," said Jim Robo, chairman and chief executive officer of
NextEra Energy. "Under our proposed combination, Oncor will be
backed by a financially strong parent company with experience
managing electric utility assets and a record of fiscal discipline,
providing a strong foundation for the future as Oncor continues to
provide its customers with safe, reliable electric service and the
lowest transmission and distribution rates of any investor-owned
utility in Texas. Our filing with the PUC is an important step in
the process and outlines how our proposed combination will improve
Oncor's financial strength, resulting in tangible benefits for its
customers, and substantially eliminate the financial risks
associated with Oncor's current ownership structure."
The filing follows the Sept. 19, 2016, approval by the United
States Bankruptcy Court for the District of Delaware for EFH to
enter into the previously announced definitive agreements related
to NextEra Energy's proposed acquisition of EFH's approximately 80
percent interest in Oncor, as well as the announcement of
definitive agreements related to the proposed merger of a NextEra
Energy affiliate with TTHC, including TTHC's approximately 20
percent indirect interest in Oncor, and NextEra Energy's agreement
to acquire the remaining 0.22 percent interest in Oncor that is
owned by Oncor Management Investment, LLC ("OMI").
A proven partner for Texas
Since 1999, NextEra Energy has had a significant and established
presence in Texas, including Lone Star Transmission, LLC ("Lone
Star"), a transmission service provider. NextEra Energy is a
substantial contributor to the Texas economy, having invested $8
billion in transmission, power generation, gas pipelines and other
operations in Texas. The company provides hundreds of good,
well-paying jobs across the state and pays more than $100 million
annually in payroll, property taxes and lease payments to
landowners in Texas.
"We have prepared what we believe is a thoughtful, comprehensive
application," said Mr. Robo. "NextEra Energy recognizes the vital
role Oncor plays in providing safe, reliable and affordable
transmission and distribution service to millions of customers in
Texas. We respect that the Commission has an important statutory
responsibility to determine whether our proposed combination is in
the public interest and look forward to participating in a dialogue
that balances the interests of all stakeholders."
Oncor will remain ring-fenced and operate under an updated Code of
Conduct
NextEra Energy proposes a ring-fenced structure and updated Code of
Conduct for Oncor.
-- NextEra Energy commits to maintain a separate board of
directors at Oncor, which will be composed of 11 members, three of
whom will be disinterested directors who are Texas residents with
no material relationships with NextEra Energy, and four of whom
will qualify as independent from NextEra Energy in accordance in
all material respects with the rules and regulations of the
New York Stock Exchange, Inc.
-- Upon close of the transaction, Oncor CEO Bob Shapard will
assume the role of chairman of the board, and Allen Nye, currently
senior vice president, general counsel and secretary, will become
CEO of Oncor. Both will serve on the Oncor board.
-- NextEra Energy has proposed an updated Code of Conduct for
Oncor, which contains provisions that provide additional
protections for Oncor beyond those required by current law or PUC
rule, to ensure separation and independence between Oncor and the
business of NextEra Energy's competitive affiliates.
-- NextEra Energy, which does not own any electric generation
facilities in Texas that interconnect with Oncor's electric
delivery system, commits that it will not interconnect any NextEra
Energy affiliate-owned generation with Oncor without prior PUC
approval.
-- NextEra Energy has committed to financial and governance
ring-fencing measures, which collectively maintain a ring-fence for
Oncor and provide protections that exceed those of any other Texas
investor-owned utility.
Oncor: Locally led and locally managed
The combination will provide workforce stability and protections
for Oncor employees.
-- NextEra Energy commits to retaining local management, the
Dallas headquarters and the Oncor name.
-- NextEra Energy commits to no material involuntary reductions
to Oncor's workforce as a result of the transactions for at least
two years after merger closing.
-- NextEra Energy also commits that, for two years after
closing, current Oncor employees will be provided no less favorable
salaries or wage rates and substantially comparable incentive
compensation opportunities and employee benefits in the aggregate.
-- NextEra Energy intends to honor all existing union contracts
and commitments.
-- Upon completion of the transactions, Oncor will become a
principal business of NextEra Energy, together with Florida Power &
Light Company ("FPL") and NextEra Energy Resources, LLC.
Benefits to Oncor and its customers
The combination will improve Oncor's financial strength and result
in tangible benefits for its customers.
-- Oncor will become part of a family of companies that shares
Oncor's commitment to making the smart, long-term investments
necessary to maintain and support safe, affordable, reliable
service.
-- All debt that resides directly above Oncor will be
extinguished, reducing it to zero.
-- NextEra Energy has committed that it and its subsidiaries,
other than Oncor, will not incur, guarantee or pledge assets in
respect of any new debt that is solely or almost entirely dependent
on the revenues of Oncor without first seeking approval from the
PUC.
-- NextEra Energy's balance sheet and credit rating are among
the strongest in the industry. This financial strength will enable
Oncor to continue to invest in smart, innovative technologies and
execute on its existing five-year capital plan, which includes
substantial and necessary planned capital improvement projects
across the state.
-- Oncor's financial strength and credit ratings will be
improved post-closing, resulting in more favorable borrowing costs
to fund necessary capital investments, with an estimated $360
million to $600 million in savings for Oncor customers over time.
Based solely on the news of the EFH merger announcement, Moody's
Investors Service upgraded Oncor's senior secured credit rating
from Baa1 to A3 and placed the rating on review for further
upgrade. In addition, following the EFH merger announcement,
Standard & Poor's Financial Services revised Oncor's outlook to
positive from developing, and Fitch Ratings placed Oncor on Rating
Watch Positive.
-- The proposed transactions will eliminate the financial risks
to Oncor created by the 2007 EFH acquisition and facilitate the
resolution of the EFH bankruptcy.
-- NextEra Energy will employ a traditional utility
organizational structure, which will support a straightforward,
traditional merger of Oncor by a utility holding company.
-- NextEra Energy will request approval to consolidate Lone Star
into Oncor following the close of the proposed transactions. The
consolidation, if approved, would result in operating and reporting
efficiencies and other reduced costs that will benefit Oncor and
its customers, as well as other Electric Reliability Council of
Texas ("ERCOT") transmission customers.
"We are incredibly impressed by Oncor, its management team, its
employees and what they have been able to accomplish during the
past several years in the areas of reliability, affordability,
safety and customer service," said Mr. Robo. "This combination
will provide Oncor with a financially strong, utility-focused owner
that shares Oncor's commitment to affordable, reliable service and
has demonstrated the ability to serve Texas in an efficient and
cost-effective manner. Our partnership with Oncor will only
further our long-term and already-significant commitment to the
state of Texas."
The proposed combination will bring together two of the most
experienced and well-respected utility leaders in North America to
the mutual benefit of their customers. Serving more than 10
million people, NextEra Energy's subsidiary, FPL, provides its
customers with electric bills that are the lowest in Florida and
about 30 percent below the national average. FPL's record
complements Oncor's, whose rates for electric delivery service are
consistently the lowest among investor-owned utilities in Texas.
FPL offers award-winning customer service, reliability that is the
best in the state of Florida and among the best in the nation, and
is the most operationally efficient among all large utilities in
America. FPL received the top ranking for residential customer
satisfaction among large electric providers in the southern U.S.,
according to the J.D. Power 2016 Electric Utility Residential
Customer Satisfaction StudySM. In addition, NextEra Energy has
been recognized as the top electric and gas utility in Fortune's
"Most Admired Companies" ranking 9 out of the last 10 years.
Serving more than 10 million Texans in 402 cities and 91 counties,
Oncor is Texas' largest transmission and distribution utility,
provides the lowest transmission and distribution rates and is one
of the most reliable of any investor-owned utility in Texas. Oncor,
which delivers power to its customers through 121,000 miles of
transmission and distribution lines, has invested billions of
dollars in its infrastructure, supporting a safer, smarter, more
reliable electric grid.
Like Oncor, NextEra Energy has built its existing utility network
on a solid foundation of safety, technology, reliability,
innovation, operational excellence, quality service and experienced
people. NextEra Energy, like Oncor, also has a reputation as a
company that cares about and is involved in the local communities
that it serves. NextEra Energy's strengths are in many areas
complementary to the existing strengths and capabilities of Oncor,
and the two companies look forward to sharing expertise and best
practices, and a successful and constructive relationship.
Merger approval process
The proposed combination is subject to bankruptcy court
confirmation of EFH's plan of reorganization, approval by the PUC
and the Federal Energy Regulatory Commission ("FERC"), the
expiration or termination of the waiting period under the
Hart-Scott-Rodino Act ("HSR") and other customary conditions and
approvals. NextEra Energy plans to file by Nov. 1 information in
compliance with HSR and a joint application with Oncor seeking
approval from FERC. The completion of the other transactions also
is subject to conditions specified in the definitive agreements for
those transactions.
NextEra Energy expects the transactions to be completed in the
first half of 2017.
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.
On Oct. 4, those entities emerged from Chapter 11 as a standalone
company -- known as TCEH Corp. -- effected through a tax-free
spinoff from EFH Corp.
ENVISION HEALTHCARE: Moody's Confirms B1 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service confirmed Envision Healthcare
Corporation's B1 Corporate Family Rating and B1-PD Probability of
Default Rating. In addition, Moody's assigned a Ba3 rating to the
company's proposed $3.295 billion first lien term loan due 2023.
Concurrently, Moody's is confirming the B3 ratings on Envision's
outstanding $750 million 5.125% senior notes due 2022.
Subsequently, Moody's expects to confirm the B3 rating on AmSurg
Corporation's $1.1 billion 5.625% senior notes due 2022, which will
remain outstanding and rank pari passu with Envision's senior
notes. Additionally, Moody's affirmed Envision's Speculative Grade
Liquidity Rating of SGL-1. The rating outlook is positive. This
rating action concludes the ratings review on Envision initiated on
June 16, 2016. Moody's expects to conclude its ratings review on
AmSurg next week and withdraw its ratings at the close of the
transaction.
On June 15, 2016, Envision entered into a definitive agreement to
merge in an all-stock transaction with AmSurg. AmSurg operates
ambulatory surgery centers in partnership with physicians. The
company also provides physician services, including anesthesiology
and neonatology physicians to healthcare facilities.
As part of the financing, proceeds will be used to repay both
senior secured credit facilities at Envision Healthcare and AmSurg.
In addition, Envision's existing $750 million senior notes due
2022 will remain outstanding along with AmSurg's $1.1 billion
senior notes due 2022. As part of the capital structure, Moody's
expects Envision to issue an addition $750 million of debt that
will be pari passu with the existing notes due 2022. Furthermore,
Envision will enter into a new $1.0 billion ABL revolver expiring
2021 (not rated).
This is a summary of Moody's ratings actions:
Envision Healthcare Corporation:
Ratings assigned:
$3,295 million first lien term loan due 2023 at Ba3 (LGD 3)
Ratings confirmed:
Corporate Family Rating at B1
Probability of Default Rating at B1-PD
$750 million senior notes due 2022 at B3 (LGD 5)
Ratings currently under review and to be withdrawn at close:
$1,266 million senior secured term loan B due 2018 at B1 (LGD 3)
$993 million senior secured term loan B2 due 2022 at B1 (LGD 3)
The outlook is positive.
The SGL-1 rating is affirmed.
AmSurg Corporation:
Ratings remain under review:
Corporate Family Rating at B1 (to be withdrawn at close)
Probability of Default Rating at B1-PD (to be withdrawn at
close)
Senior secured revolving credit facility at Ba2 (LGD 2) (to be
withdrawn at close)
Senior secured term loan at Ba2 (LGD 2) (to be withdrawn at
close)
Gtd senior unsecured notes due 2020 at B3 (LGD 5) (to be
withdrawn at close)
Gtd senior unsecured notes due 2022 at B3 (LGD 5) (to be assumed
by Envision Healthcare Corporation at close)
Ratings not under review:
The SGL-2 rating (to be withdrawn at close)
RATING RATIONALE
The B1 Corporate Family Rating reflects the significant integration
risk that Envision will face upon consummating its transformational
AmSurg merger and Moody's expectation that adjusted debt to EBITDA
will remain relatively high around 4.5 times in the near-term.
Furthermore, Moody's expects that free cash flow will be used to
fund the company's aggressive acquisition strategy in lieu of debt
repayment. In addition, the high level of reliance on government
reimbursement programs remains an ongoing concern.
The rating is supported by Envision's considerable scale, which
will include a near doubling in size following the AmSurg merger.
Further, the rating is also supported by the combined firm's strong
geographic and product diversification in its three segments --
physician staffing, medical transport and ambulatory surgery
centers -- which are all otherwise very fragmented among other
providers. The rating also incorporates Envision's low capital
requirements. Lastly, the rating reflects the potential for
Envision to benefit from significant synergies.
The positive outlook reflects Moody's expectation that EBITDA
growth will support improved free cash flow and reduced leverage.
Furthermore, the merger with AmSurg will substantially increase
Envision's scale and product diversity. The positive outlook also
reflects Moody's view that Envision will maintain a conservative
financial policy while continuing to execute its acquisition
strategy. Moody's expects large acquisitions to be funded with a
combination of debt and equity.
The company's SGL-1 rating reflects its strong cash flow generation
ability, good existing cash balance, and access to a sizeable $1.0
billion ABL revolver (not rated) expiring in 2021.
Moody's could upgrade the ratings if the company is able to
effectively integrate its AmSurg merger, while continuing to
demonstrate improvement in its credit metrics. Specifically, an
upgrade would require debt to EBITDA to approach 4.0 times.
Moody's could downgrade the ratings if a decline in operating
performance results in an expectation that debt to EBITDA will rise
above 5.0 times, or if Moody's expects reimbursement rates to
materially decline. Furthermore, a significant debt-financed
acquisition could result in a downgrade of the ratings.
Based in Greenwood Village, CO, Envision Healthcare Corporation is
a leading provider of emergency medical services in the U.S.
Following its merger with AmSurg, Envision will operate an
extensive emergency department, hospital, anesthesiology,
radiology, and neonatology physician outsourcing segment. The
company will also be a leading provider of of medical transport in
the U.S. and operate 258 ambulatory surgery centers (ASCs). Lastly,
its Evolution Health business is an emerging provider of
comprehensive physician-led post-hospital management solutions.
Envision's parent company, Envision Healthcare Holdings Inc., is
listed on the New York Stock Exchange. Pro forma revenues
(including AmSurg) are approximately $8.9 billion.
The principal methodology used in these ratings was "Business and
Consumer Service Industry" published in October 2016.
ENVISION HEALTHCARE: S&P Affirms 'BB-' CCR, Outlook Positive
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating on
Envision Healthcare Holdings Inc. and revised the outlook to
positive from stable. In addition, S&P affirmed all issue-level
ratings on Envision Healthcare Holdings and its subsidiary,
Envision Healthcare Corp.
At the same time, S&P assigned a 'BB-' issue-level rating to
Envision's proposed $3.295 billion term loan B. The recovery
rating on this debt is '3', indicating S&P's expectations of
meaningful (50%-70%, at the lower end of the range) recovery in a
default scenario.
S&P also revised the recovery rating on Envision Healthcare
Holdings Inc.'s senior secured debt to '3' from '4'. The '3'
recovery rating '3' indicates S&P's expectations of meaningful
(50%-70%, at the lower end of the range) recovery in a default
scenario.
"The outlook revision reflects our view that Envision's post-merger
credit risk profile has improved based on the benefits of increased
scale and scope from the addition of a new, complementary
business," said S&P Global Ratings credit analyst Matthew O'Neill.
It also reflects S&P's view that Envision has structured the
financing for the deal conservatively, which gives S&P increased
confidence that the company may be more committed to keeping
leverage consistently at 4x or below. However, it also reflects
S&P's expectation that the company will remain an active acquirer
in a consolidating space, and S&P's view that deleveraging could be
delayed if the company is more aggressive with acquisitions than it
currently expects.
The positive outlook reflects S&P's view that the company could
reduce leverage to the high-3x to low-4x range over the next year,
at which point S&P would consider credit quality to be consistent
with 'BB' rated peers. However, it also reflects S&P's belief that
Envision will remain active in a consolidating industry, and our
expectations that deleveraging could be delayed if the company is
more aggressive with acquisitions than S&P currently expect.
S&P could revise the outlook back to stable if integration becomes
difficult such that margins deteriorate by more than 200 bps in
2017 compared to S&P's base case. Should this happen S&P thinks
leverage could remain above 4.5 or cash flow would weaken. S&P
could also revise the outlook to stable if Envision's financial
policy proves to be more aggressive than S&P projects. This could
occur if the scale or pace of acquisitions increases to around $1.5
billion, which would lead to leverage around 4.5x, at which point
S&P would view credit quality as consistent with 'BB-' rated
peers.
S&P could raise the ratings if it gains confidence that the company
is committed to a disciplined financial policy despite acquisition
opportunities and maintains leverage around 4x or below over the
next year. Achievement of this target could occur if they meet our
base case, which includes revenue growth of 12%, margin increase of
3%-4%, and acquisition spending of $800 million.
EPR PROPERTIES: Fitch Affirms 'BB' Rating on Preferred Stock
------------------------------------------------------------
Fitch Ratings has affirmed the ratings for EPR Properties (NYSE:
EPR), including the company's Issuer Default Rating at 'BBB-'
following the company's announced agreement to acquire the CNL
Lifestyle Properties (CNL) Northstar California Ski Resort and
attractions portfolio, along with providing 65% debt financing to
funds affiliated with Och-Ziff Real Estate (OZRE) for the remainder
of the ski portfolio. The Rating Outlook is Stable.
KEY RATING DRIVERS
EPR's planned acquisition is a credit positive for bondholders;
however, the company's credit profile will remain appropriate for
the 'BBB-' rating. The acquisition diversifies the ski portfolio
with a premier asset in Northstar, and establishes a relationship
with a leading operator in Vail Resorts. The transaction also
results in immediately lower leverage and higher fixed-charge
coverage, although Fitch expects the company to sustain leverage
around 5.0x over the longer term.
The transaction initially improves headline credit metrics, with
leverage decreasing approximately 0.5x to the mid 4.0x range,
compared to 5.3x and 4.9x at year-end 2015 and 2014, respectively.
Fitch expects the company will sustain leverage over the longer
term around 5.0x. When including 50% of the company's preferred
stock as debt, leverage increases by approximately 0.4x.
Fixed charge coverage, pro forma for the transaction, increases to
the mid 3x range for the quarter ended Sept. 30, 2016, up from 2.9x
and 2.8x in 2015 and 2014, respectively. Fitch expects the company
will sustain coverage around 3.0x over the longer term.
The transaction further improves tenant diversification (top 10
tenant revenue is reduced to 60% from 64% pro forma). These
positives are offset by an increase in exposure to the recreation
segment to 31% of NOI from 22%, which Fitch views as a slight
negative given the lower mortgage financeability, and hence
contingent liquidity, of this asset class.
Beyond the CNL transaction, Fitch's ratings reflect EPR's
consistent cash flows generated by the company's triple-net leased
megaplex movie theatres and other investments across the
entertainment, education and recreation segments, resulting in
maintenance of strong leverage and fixed-charge coverage metrics
for the rating. EPR benefits from generally strong levels of rent
coverage across its portfolio and structural protections including
cross-collateralization among properties operated by certain
tenants.
While cinema attendee demand has remained relatively consistent
over a long time period thereby supporting the durability of EPR's
operating cash flows, other investment segments lack a similar
long-term track record. Credit concerns include significant,
though improving tenant concentration and concerns about the
company's investment in niche asset classes that are less proven
and may be less liquid or financeable during periods of potential
financial stress and/or have limited alternative uses.
FAVORABLE DEBT MATURITY PROFILE
Debt maturities are manageable through 2018, with no year
representing more than 7.2% of total debt. Beyond 2018, maturities
represent solely unsecured debt offerings which are larger in size
but still mostly well-spaced. Fitch expects the company will be
able to effectively ladder its debt maturity profile, which should
reduce refinancing risk in any given year. Fitch expects the
company to repay all of its upcoming secured debt maturities with
unsecured debt, resulting in a fully unencumbered portfolio.
However, in certain instances the company may assume secured debt
when acquiring assets.
MINIMAL LEASE EXPIRATION RISK
From 2016-2029, no more than 6% of total revenue expires in any
single year. EPR's education segment represents 20% of total
revenue and all leases expire after 2030, with the exception of two
immaterial lease expirations in 2017 and 2018.
Historically, most tenants have chosen to exercise their renewal
options, which has mitigated re-leasing risk and provided
predictability to portfolio-level cash flows. Over the past
several years some tenants have given back space, but more recently
this trend has subsided. Rent renewal spreads can vary greatly
depending on the operating performance of the asset.
ADEQUATE LIQUIDITY
Fitch calculates that EPR's liquidity coverage ratio is 1.1x for
the period Oct. 1, 2016 to Dec. 31, 2018. Fitch defines liquidity
coverage as sources of liquidity (unrestricted cash, availability
under the revolving credit facility, expected retained cash flows
from operating activities after dividend payments) divided by uses
of liquidity (debt maturities, development expenditures and capital
expenditures).
EPR paid out 80% of its adjusted funds from operations (AFFO) in
dividends in the third quarter of 2016, in-line with the past two
previous years. Fitch expects the company's payout ratio to
sustain in the mid-80% range on a long-term basis, and internally
generated liquidity will be used in part to fund new investments.
APPROPRIATE UNENCUMBERED ASSET COVERAGE OF UNSECURED DEBT
EPR has solid contingent liquidity from its unencumbered asset
pool. Unencumbered asset coverage of net unsecured debt (UA/UD)
improves to just above 2x from 1.8x, pro forma for the transaction,
when applying a stressed 12% capitalization rate to unencumbered
net operating income (NOI). This ratio is adequate for a 'BBB-'
IDR. The company continues to unencumber megaplex theatre assets,
improving the quality of the unencumbered pool as EPR continues to
utilize a predominantly unsecured funding model. Nonetheless, EPR's
assets generally are less financeable and have fewer potential
buyers than more traditional commercial real estate.
HIGH TENANT CONCENTRATION IS RECEDING
EPR's largest tenant, American Multi-Cinema, Inc. (AMC) (IDR of
'B+' with a Negative Rating Watch), accounted for 16% of pro forma
total revenues in the third quarter of 2016, down from 21% the year
prior. The exposure to AMC has consistently decreased since the
company's inception and the company's top 10 tenants accounted for
60% of pro forma total revenue in the most recent quarter, down
from 68% a year ago.
EPR's largest charter school tenant, Imagine Schools, Inc.
(Imagine) accounted for 5% of total revenues in third quarter of
2016, decreasing as expected after recent sales. These sales not
only reduce EPR's exposure to Imagine, but also help demonstrate
some degree of liquidity in the public charter school space. The
company has been expanding its relationships with new charter
school operators. EPR had 48 tenants during the 2015 - 2016 school
year, compared with just one tenant during the 2010 - 2011 school
year.
While most of EPR's theatre leases and all of EPR's charter school
leases for a given operator are cross-defaulted, a tenant
bankruptcy could allow for the rejection of certain non-economic
leases. Most of EPR's top tenants are either unrated or have
below-investment grade ratings; thus the potential for corporate
default, bankruptcy and lease rejection could reduce EPR's rental
revenues. Mitigating this risk is that on a portfolio and
property-level basis, EBITDAR covers rent payments by a healthy
margin for nearly all of EPR's properties. Operator concentration
risk is partially mitigated by the fact that the primary drivers of
theatre box office consumer demand are location and which movies
are showing at a particular theatre as opposed to theatre
operator.
NICHE SECTORS
The ratings reflect EPR's focus on investing in non-core property
types that are likely less liquid or financeable during periods of
market stress. While the company's theatre properties are
typically well located and have high-quality amenities, alternative
uses of space may be limited or may require significant capital
expenditures to attract non-theatre tenants. The recreation and
education facilities are also high-quality but the mortgage
financeability and depth of the asset transaction market of the
assets is uncertain. Going forward, management intends on
continuing to focus on its three investment segments which Fitch
views positively. Management has a highly specialized knowledge
within EPR's investment segments which helps shape the company's
longer term strategy.
SOFTENING THEATRE DEMAND TRENDS
Given the limited fungibility of the real estate, Fitch considers
the operating environment for EPR's key tenants. North American
box office revenue has proven resilient growing at a compound
annual growth rate of nearly 4% over the past 25 years. In 2015,
box office revenue was up 8% from $10.4 billion in 2014, and
reached a record high in nominal dollars. However, Fitch expects
the exhibitor industry's attendance growth will remain challenging
and ticket price growth, which had previously offset attendance
declines, has been decelerating.
To counter these factors, exhibitors have been improving the
customer experience through a variety of amenities such as luxury
seating and new beverage concepts within the theatres has both
expanded revenue streams and increased the frequency of customer
visits. Moreover, EPR's theatre portfolio is 100% leased and since
the company's formation in 1997, no theatre tenant has missed a
lease payment. Despite the lack of lease payment defaults, EPR has
realized negative leasing spreads upon renewal from time-to-time,
which partially reflects the limited alternative tenants and uses
for the assets.
EDUCATION SEGMENT EVOLVING
EPR is highly focused on the burgeoning market for education
investments. The portfolio is 100% leased. EPR has been able to
work through prior issues with Imagine, while reducing exposure to
the operator, expanding to 48 operators during the 2015 -2016
school year. The demand for enhanced education at an early age has
begun to outpace the supply within the U.S. as the national waiting
list currently holds over 1 million students. The largest
investment risk in this segment is the mismatch between the charter
renewal cycle (typically every five to 10 years) and the average
lease term (15 to 20 years) and the potential for charter renewals
to be based on political or budget factors rather than performance
factors. Alternative uses for charter school facilities should the
school lose its charter and EPR need to seek an alternative tenant
is largely unproven.
PREFERRED STOCK NOTCHING
The two-notch differential between EPR's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB-'. Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.
STABLE OUTLOOK
The Stable Outlook reflects Fitch's expectation that EPR will
operate within its targeted metrics through the rating horizon and
the issuer will have sufficient capacity to address any potential
tenant credit issues.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for EPR include:
-- Annual same-store NOI growth of 2.0% in 2016 - 2018. These
increases reflect both contractual rent escalations and
participation by way of overage rents;
-- Annual investments between $700 - 800 million from 2016 –
2018, with a yield of 9.0%;
-- CNL transaction closes in early 2Q 2017;
-- No further unsecured bond issuances for 2016. $400 million
and $300 million of unsecured bond issuances for 2017 and
2018, respectively;
-- Annual equity issuances between $200 - 300 million from
2016 - 2018 though Fitch notes issuance is at management's
discretion;
-- Approximately $5 million of capital expenditures each year
from 2016 - 2018. Capital expenditures are low due to
primarily triple net lease structure and long-term leases;
-- Annual divestments between $100 - 200 million from 2016 –
2018.
RATING SENSITIVITIES
These factors could result in positive momentum in the ratings
and/or Outlook:
-- Fitch's expectation of leverage sustaining below 4.0x (pro
forma leverage was in the mid 4x for the quarter ended
Sept. 30, 2016, although Fitch expects the company to
sustain leverage around 5.0x);
-- Fitch's expectation of fixed-charge coverage sustaining
above 3.0x (pro form coverage was in the mid 3x area for the
quarter ended Sept. 30, 2016).
These factors could result in negative momentum on the ratings
and/or Outlook:
-- Fitch's expectation of Leverage sustaining above 5.5x;
-- Fitch's expectation of fixed-charge coverage sustaining
below 2.2x;
-- A liquidity coverage sustaining below 1.25x, coupled with a
strained unsecured debt financing environment;
-- Meaningful, operational deterioration in the movie exhibitor
and/or charter school segments.
FULL LIST OF RATING ACTIONS
Fitch has affirmed these ratings:
EPR Properties
-- Issuer Default Rating (IDR) at 'BBB-';
-- Unsecured Revolving Line of Credit at 'BBB-';
-- Senior Unsecured Term Loan at 'BBB-';
-- Senior Unsecured Notes at 'BBB-';
-- Preferred Stock at 'BB'.
The Rating Outlook is Stable.
EPR PROPERTIES: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on EPR Properties to
positive from stable, and affirmed the 'BB+' corporate credit
rating. At the same time, S&P also affirmed the 'BBB-'
issue-level rating on EPR's senior unsecured notes and the 'B+'
issue-level rating on its preferred shares.
The outlook revision to positive follows EPR's recent announcement
that it will fund its approximately $700 million investment with
$647 million of its common shares and $53 million of cash.
"The positive outlook reflects our view that EPR's leverage and
coverage metrics will strengthen as a result of the largely
equity-financed transaction and our expectation that the company
will sustain a prudent financial policy with debt to EBITDA around
or below 6.0x over the next several quarters," said S&P Global
Ratings credit analyst Nader Abadi.
EPR focuses its investment strategy on property types that are
specialized or non-traditional within the net lease sector and that
it believes will offer the potential for stable and attractive
risk-adjusted returns. In August 2015, the New York State Gaming
Facility selected EPR, in conjunction with Empire Resorts Inc., to
develop a casino in Sullivan County, N.Y. EPR leased land valued at
about $195 million to the casino, adjacent golf course, and
entertainment village, and also committed to develop an adjacent
waterpark hotel. "We believe that exposure to the gaming industry
could bring relatively higher risk because of the increased
saturation of the gaming market, although we believe the risk is
somewhat diminished because its ownership is only a ground lease
leased to the casino," said Mr. Abadi. "Because of the longer-term
nature of the expected development project and the uncertainty
surrounding plans for the waterpark hotel, we are not factoring
this development into our base-case scenario, but we expect EPR to
finance these investments prudently, in a largely leverage-neutral
manner."
S&P Global Ratings could raise the ratings on EPR over the next 12
to 18 months if the company improves its credit protection measures
such that debt to EBITDA is sustained in the high-5x area to low-6x
area, with fixed-charge coverage in the low-3x range. EPR should
also maintain its current favorable operating performance
(including strong occupancy and steady rent growth) after the full
integration of the acquired portfolio.
S&P could revise the outlook to stable if EPR fails to achieve its
base-case scenario as a result of unsuccessful integration of the
CNL portfolio or stumbles in the build-to-suit development
pipeline, resulting in debt to EBITDA rising back to the mid-6x
area.
ESSEX CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Essex Construction, LLC
9640 Pennsylvania Avenue
Upper Marlboro, MD 20772
Case No.: 16-24661
Chapter 11 Petition Date: November 4, 2016
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Hon. Thomas J. Catliota
Debtor's Counsel: Kim Y. Johnson, Esq.
KIM Y. JOHNSON
PO Box 277
Cheltenham, MD 20623-0277
Tel: (443) 838-3614
Fax: (301) 782-4686
E-mail: kimyjcounsel@aol.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roger R. Blunt, president and chief
executive officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb16-24661.pdf
EXCO RESOURCES: Reports Third Quarter 2016 Results
--------------------------------------------------
EXCO Resources, Inc. reported net income of $50.93 million on
$77.18 million of total revenues for the three months ended
Sept. 30, 2016, compared to a net loss of $354.51 million on $90.51
million of total revenues for the three months ended
Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $190.55 million on $192.06 million of total revenues
compared to a net loss of $1.12 billion on $285.15 million of total
revenues for the same period last year.
As of Sept. 30, 2016, the Company had $685.99 million in total
assets, $1.52 billion in total liabilities and a total
shareholders' deficit of $837.59 million.
2016 Third Quarter Highlights
* Turned-to-sales 3 gross (2.7 net) operated cross-unit
Haynesville shale wells in North Louisiana in third quarter
2016. The performance of the wells exceeded expectations
with average initial production rates of 21 Mmcf per day on
restricted chokes and shallow pressure declines.
* Produced 288 Mmcfe per day, or 26 Bcfe, for third quarter
2016, above the high-end of guidance, primarily due to strong
performance of the most recent wells turned-to-sales.
* GAAP net income was $51 million, or $0.18 per diluted share,
and adjusted net loss, a non-GAAP measure, was $6 million, or
$0.02 per diluted share, for third quarter 2016. GAAP net
income includes a net gain on extinguishment of debt of $57
million.
* Adjusted EBITDA, a non-GAAP measure, was $25 million for
third quarter 2016, 9% above adjusted EBITDA for second
quarter 2016, primarily due to higher natural gas revenues
from increased commodity prices.
* Lease operating expenses were below the low-end of guidance.
Cost reduction efforts have resulted in a 38% decrease in
lease operating expenses for year-to-date 2016 compared to
the same period in 2015.
* General and administrative expenses, excluding equity-based
compensation, were at the low-end of guidance. Cost
reduction efforts have resulted in a 35% decrease in general
and administrative expenses (excluding equity-based
compensation, restructuring and severance costs) for year-to-
date 2016 compared to the same period in 2015.
* Repurchased $101 million of senior unsecured notes with $40
million in cash through a tender offer process.
Key Developments
EXCO's strategic plan continues to focus on three core objectives:
1) restructuring the balance sheet to enhance its capital
structure and extend structural liquidity, 2) transforming EXCO
into the lowest cost producer, and 3) optimizing and repositioning
the portfolio.
1. Restructuring the balance sheet to enhance its capital
structure and extend structural liquidity - The Company
remains committed to improving its financial flexibility and
enhancing long-term value for shareholders through the
continued execution of its comprehensive consensual
restructuring program. The focus is to restructure its
gathering and transportation contracts and establish a
sustainable capital structure that provides the Company with
the liquidity necessary to execute its business plan.
EXCO continues to evaluate financing alternatives to reduce
indebtedness and improve its liquidity. During third quarter
2016, EXCO completed a tender offer which resulted in
repurchases of $101 million in principal amount of its senior
unsecured notes due 2022 for $40 million in cash. EXCO is
currently working with its lenders to amend its credit
agreement and the borrowing base redetermination scheduled
for Nov. 1, 2016, is still in progress. As of Sept. 30,
2016, EXCO had $97 million in liquidity. The Company's plans
to improve its near-term liquidity primarily include the
issuance of additional indebtedness and it is engaged in
discussions with potential lenders. There is no assurance
the Company will be able to issue additional indebtedness or
amend the Credit Agreement. In addition, the Company
continues to negotiate a consensual restructuring of
gathering and transportation contracts to reflect market
rates and actual utilizations that would mutually benefit
EXCO and its counterparties.
2. Transforming EXCO into the lowest cost producer - EXCO
continues to exercise fiscal discipline to transform itself
into the lowest cost producer. Lease operating expenses
decreased by 38% for year-to-date 2016 compared to the same
period in 2015 primarily due to the renegotiation of
saltwater disposal contracts, modifications to chemical
programs and less workover activity. In the Appalachia
region, the Company divested its remaining conventional
assets, which had the highest lease operating expenses per
Mcfe in its portfolio, and reduced its field headcount in the
region by 85% since Dec. 31, 2015. General and
administrative expenses (excluding equity-based compensation,
restructuring and severance costs) decreased 35% for year-to-
date 2016 compared to the same period in 2015. The Company's
cost reduction efforts have resulted in a decrease in total
employee headcount of approximately 40% since year end 2015
and approximately 70% since year end 2014.
3. Optimizing and repositioning the portfolio - The Company
continues to execute its disciplined capital allocation
program to ensure the highest and best uses of capital,
including the completion of a series of asset divestitures as
part of its portfolio optimization initiative. In July 2016,
the Company closed a sale of its interests in shallow
conventional assets located in Pennsylvania and retained an
overriding royalty interest. In October 2016, the Company
closed the sale of its interests in shallow conventional
assets located in West Virginia. EXCO retained all rights to
other formations below the conventional depths in the
Appalachia region including the Marcellus and Utica shales.
The Company is evaluating other divestitures of assets to
generate capital that can be deployed to projects with high
rates of return. EXCO's ability to improve its well
performance while reducing both capital and operating costs
has improved well economics across its portfolio. The
Company's most recent cross-unit Haynesville shale wells have
exceeded expectations and are expected to generate rates of
return(*) in excess of 80%. The Company is evaluating future
development plans based on the availability of capital as
part of its Restructuring Program. EXCO's technical team is
performing an evaluation of prospective locations in its
portfolio, including the dry gas window of the Utica shale in
Pennsylvania and the Bossier shale in North Louisiana. The
Company believes that significant upside exists to apply
advanced completion techniques that have been effective in
other formations based on its technical analysis and recent
success of nearby operators.
North Louisiana
Highlights:
* Produced 159 Mmcfe per day, an increase of 13 Mmcfe per day,
or 9%, from second quarter 2016 and a decrease of 38 Mmcfe per
day, or 19%, from third quarter 2015.
* Turned-to-sales 3 gross (2.7 net) operated Haynesville shale
wells during third quarter 2016. The longer laterals and
increased proppant have resulted in the Company's strongest
performing wells in this region.
EXCO's increase in production compared to second quarter 2016 was
primarily the result of 3 gross (2.7 net) cross-unit wells
turned-to-sales during third quarter 2016. These wells have
average lateral lengths of approximately 7,600 feet and were
completed with an average 2,650 lbs of proppant per lateral foot
for an average cost of approximately $8.6 million. The wells are
performing above expectations with average initial production rates
of 21 Mmcfe per day on a 23/64th restricted choke with an average
flowing pressure of 7,900 psi. The wells were turned-to-sales in
late July and were still producing an average of 18 Mmcfe per day
at the end of third quarter 2016. The initial results from these
wells indicate performance above the Company's proved reserve type
curve of 2.0 Bcf per 1,000 lateral feet and these wells are
expected to generate rates of return(*) in excess of 80%. These
results provide further confirmation that EXCO's enhanced
completion methods have proven to be effective and increase the
potential for higher rates of return on its undeveloped locations.
The Company believes there is further upside to its well design by
increasing its lateral lengths and proppant use.
The Company is currently evaluating further development of the
Bossier shale in North Louisiana with enhanced completion methods
that have proven to be successful in the Haynesville shale,
including longer laterals and increased proppant use. The Company
has approximately 168 gross (78 net) undeveloped cross-unit
locations prospective for the Bossier shale in this area. EXCO's
extensive infrastructure in this region will allow it to generate
economies of scale to reduce costs in the development of these
assets.
East Texas
Highlights:
* Produced 69 Mmcfe per day, a decrease of 7 Mmcfe per day, or
9% from second quarter 2016 and an increase of 17 Mmcfe per
day, or 33%, from third quarter 2015.
EXCO's decrease in production compared to second quarter 2016 was
primarily due to natural production declines. The Company plans to
participate in 1 gross (0.2 net) non-operated well in the southern
area of the Company's East Texas position during the remainder of
2016 to hold certain acreage nearby successful wells drilled by
EXCO earlier this year.
South Texas
Highlights:
* Produced 4.5 Mboe per day, a decrease of 0.9 Mboe per day, or
16%, from second quarter 2016 and a decrease of 2.8 Mboe per
day, or 39%, from third quarter 2015.
EXCO's decrease in production compared to second quarter 2016 was
primarily due to normal production declines and the transfer of its
interests to a joint venture partner in connection with the
settlement of litigation and termination of a participation
agreement. The Company improved its oil price differential by 29%
from second quarter 2016 as a result of renegotiated sales
contracts during third quarter 2016.
EXCO's cost reduction efforts have been effective as evidenced by a
47% reduction in lease operating expenses for year-to-date 2016
compared to the same period in prior year. The operating and
capital cost reduction efforts and enhanced completion methods
would allow the Company to generate rates of return(*) of
approximately 50% for undeveloped locations in its core area.
EXCO's acreage in the South Texas region is predominantly
held-by-production, allowing for flexibility in the timing of
development in this region.
Appalachia
Highlights:
* Produced 33 Mmcfe per day, a decrease of 10 Mmcfe per day, or
23%, from second quarter 2016, and a decrease of 14 Mmcfe per
day, or 30%, from third quarter 2015.
EXCO's decrease in production compared to second quarter 2016 was
primarily due to the sale of its shallow conventional assets
located in Pennsylvania on July 1, 2016. On Oct. 3, 2016, EXCO
closed the sale of its interests in shallow conventional assets
located in West Virginia. In conjunction with its conventional
asset sales, the Company reduced its field employee count in this
region by 85% since the fourth quarter 2015. The Company retained
all rights to other formations below the conventional depths in
this region, including the Marcellus and Utica shales.
The Company is currently evaluating the potential of its acreage in
the Utica shale and is encouraged by its ongoing technical analysis
and successful results from other operators in the region. EXCO
owns Utica shale rights in approximately 40,000 net acres pr
edominantly located in the dry gas window.
Tender Offer
On Aug. 24, 2016, EXCO completed the Tender Offer that resulted in
the repurchase of an aggregate of $101 million of the 2022 Notes
for an aggregate purchase price of $40 million. Holders of 2022
Notes whose notes were accepted for payment in the Tender Offer
received accumulated and unpaid interest. The purchases were
funded with the borrowings under the Credit Agreement. In
conjunction with the Tender Offer, the Company solicited consents
from registered holders of the 2022 Notes and amended certain terms
of the indenture governing the 2022 Notes. The new supplemental
indenture amends the definition of "Credit Facilities" in the
indenture to include debt securities as a permitted form of
additional secured indebtedness, in addition to the term loans and
other credit facilities currently permitted.
Liquidity
EXCO is currently working with its lenders to amend its Credit
Agreement and the borrowing base redetermination scheduled for Nov.
1, 2016, is still in progress. The lenders under the Credit
Agreement have discretion in the timing and amount during the
borrowing base redetermination process. The Company's plans to
improve near-term liquidity primarily include the issuance of
additional indebtedness and it is engaged in discussions with
potential lenders. The availability and terms of this financing
may be dependent upon the Company's ability to reduce fixed
commitments including gathering and transportation contracts. EXCO
continues to negotiate a consensual restructuring of gathering and
transportation contracts with its counterparties. If the Company
is not able to execute transactions to improve its financial
condition, it does not believe it will be able to comply with all
of the covenants under the Credit Agreement or have sufficient
liquidity to conduct its business operations based on existing
conditions and estimates during the next twelve months.
Management's plans are intended to mitigate these conditions;
however, the Company's ability to execute these plans is
conditioned upon factors including the availability of capital
markets, market conditions, and the actions of counterparties.
There is no assurance any such transactions will occur.
Commitments and Contingencies
During third quarter 2016, EXCO terminated its sales and
transportation contracts with Enterprise Products Operating LLC and
Acadian Gas Pipeline System, respectively. EXCO transported
natural gas produced from its operated wells in North Louisiana
through Acadian, and Enterprise was a purchaser of certain volumes
of its gas, until the Company terminated the contracts. Enterprise
improperly withheld payment for natural gas delivered, and EXCO
exercised its right to terminate the contracts with Enterprise and
Acadian. The parties are currently in litigation regarding EXCO's
right to terminate the contracts. The Company cannot currently
estimate or predict the outcome of the litigation but plans to
vigorously defend its right to terminate the contracts. The
Company is no longer selling natural gas under the Enterprise sales
contract or transporting natural gas under the Acadian firm
transportation contract effective as of the termination date.
A full-text copy of the press release is available for free at:
https://is.gd/D5duiO
About EXCO Resources
EXCO Resources, Inc. is an oil and natural gas exploration,
exploitation, development and production company headquartered in
Dallas, Texas with principal operations in Texas, North Louisiana
and the Appalachia region.
Additional information about EXCO Resources, Inc. may be obtained
by contacting Tyler Farquharson, EXCO's Vice President of Strategic
Planning, acting Chief Financial Officer and Treasurer, at EXCO's
headquarters, 12377 Merit Drive, Suite 1700, Dallas, TX 75251,
telephone number (214) 368-2084, or by visiting EXCO's Web site at
http://www.excoresources.com/
As of June 30, 2016, EXCO Resources had $720.4 million in total
assets, $1.61 billion in total liabilities and a total
shareholders' deficit of $890.20 million.
EXCO Resources reported a net loss of $1.19 billion for the year
ended Dec. 31, 2015, following net income of $120.7 million for the
year ended Dec. 31, 2014.
"We have recently experienced losses as a result of the recent
decline in oil and natural gas prices, and, as of December 31,
2015, we had negative shareholders' equity of $662.3 million, which
means that our total liabilities exceeded our total assets. We may
not be able to return to profitability in the near future, or at
all, and the continuing existence of negative shareholders' equity
may limit our ability to obtain future debt or equity financing or
to pay future dividends or other distributions. If we are unable
to obtain financing in the future, it could have a negative effect
on our operations and our liquidity," the Company stated in its
annual report for the year ended Dec. 31, 2015.
FANNIE MAE: Reports Third Quarter Net Income of $3.19 Billion
-------------------------------------------------------------
Federal National Mortgage Association filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting net
income of $3.19 billion on $25.95 billion of total interest income
for the three months ended Sept. 30, 2016, compared to net income
of $1.96 billion on $27.37 billion of total interest income for the
same period in 2015.
For the nine months ended Sept. 30, 2016, the Company reported net
income of $7.27 billion on $79.88 billion of total interest income
compared to net income of $8.48 billion on $82.07 billion of total
interest income for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Fannie Mae had $3.25 trillion in total
assets, $3.25 trillion in total liabilities and $4.17 billion in
total equity.
"Today's results reflect the strength of our business and our
commitment to delivering innovations that make the mortgage process
better for lenders," said Timothy J. Mayopoulos, president and
chief executive officer. "Fannie Mae is delivering tools and
technologies that reduce costs and increase efficiency for our
customers. We have partnered with lenders to develop new solutions
that meet their most important needs. We will continue to innovate
so that we can help customers create a faster, safer, and,
ultimately, fully-digitized mortgage experience for borrowers."
Fannie Mae expects to remain profitable on an annual basis for the
foreseeable future; however, certain factors, such as changes in
interest rates or home prices, could result in significant
volatility in the Company's financial results from quarter to
quarter or year to year. Fannie Mae's future financial results
also will be affected by a number of other factors, including: the
company's guaranty fee rates; the volume of single-family mortgage
originations in the future; the size, composition, and quality of
its retained mortgage portfolio and guaranty book of business; and
economic and housing market conditions. Although Fannie Mae
expects to remain profitable on an annual basis for the foreseeable
future, due to the Company's expectation of continued declining
capital and the potential for significant volatility in its
financial results, the company could experience a net worth deficit
in a future quarter, particularly as the company's capital reserve
amount approaches or reaches zero. The Company's expectations for
its future financial results do not take into account the impact on
its business of potential future legislative or regulatory changes,
which could have a material impact on the Company's financial
results, particularly the enactment of housing finance reform
legislation.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/a2IRon
About Fannie Mae
Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.
The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.
About Freddie Mac
Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets. Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders. Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.
Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.
FINJAN HOLDINGS: District Court Affirms $15M Award vs. Sophos
-------------------------------------------------------------
Finjan Holdings, Inc., announced that in Finjan, Inc. v. Sophos
Inc. (14-cv-1197-WHO) the Hon. William H. Orrick entered Judgment
in favor of subsidiary, Finjan, Inc. and against Sophos affirming
the earlier $15M Jury Verdict and Award entered on Sept. 21, 2016.
"We are pleased that Judge Orrick issued the Judgment so quickly,
which suggests to us that the issues tried were clear and the
verdict noncontroversial," said Julie Mar-Spinola, Finjan Holdings'
CIPO. This is our second district court victory in 15 months,
wherein all of the asserted patents were found valid and all but
one infringed. Significantly, two juries awarded Finjan a total of
$65M in damages; confirming that our patent assets remain strong,
enforceable, and highly valuable."
The parties have about 28 days to file post-judgment motions with
the District Court, and can file notices of appeal to the Court of
Appeals for the Federal Circuit about 30 days after the District
Court rules.
Finjan has pending infringement lawsuits against FireEye, Inc.,
Symantec Corp., Palo Alto Networks, Blue Coat Systems, Inc. and
ESET, relating to, collectively, more than 20 patents in the Finjan
portfolio. The court dockets for the foregoing cases are publicly
available on the Public Access to Court Electronic Records (PACER)
website, www.pacer.gov, which is operated by the Administrative
Office of the U.S. Courts.
About Finjan
Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats. Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.
Finjan Holdings reported a net loss of $12.6 million in 2015, a
net loss of $10.5 million in 2014 and a net loss of $6.07 million
in 2013.
As of June 30, 2016, the Company had $20.4 million in total
assets, $4.32 million in total liabilities, $14.97 million in
redeemable preferred stock and $1.12 million in total stockholders'
equity.
FIRSTENERGY SOLUTIONS: Moody's Lowers CFR to Caa1, Outlook Neg.
---------------------------------------------------------------
Moody's downgraded FirstEnergy Solutions Corp's (FES) corporate
family rating to Caa1 from Ba2 and the probability of default
rating (PDR) to Caa1-PD from Ba2-PD. FES' rating outlook remains
negative. FES' speculative grade liquidity rating was lowered to
SGL-3 from SGL-2.
At the same time, Moody's downgraded Allegheny Energy Supply
Company, LLC (AES) corporate family rating to B1 from Ba1 and the
probability of default rating to B1-PD from Ba1-PD. AES' rating
outlook remains negative. AES' speculative grade liquidity rating
was lowered to SGL-3 from SGL-2.
Moody's also affirmed the Baa3 unsecured ratings and maintained the
stable outlook at Allegheny Generating Company (AGC). Both FES and
AES are wholly-owned subsidiaries of FirstEnergy Corp
(FirstEnergy). AGC is 60% owned by AES and 40% owned by
Monongahela Power Co (MP, Baa2 stable) a regulated utility
subsidiary of FirstEnergy.
Affirmations:
Issuer: Allegheny Generating Company
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Downgrades:
Issuer: Allegheny Energy Supply Company, LLC
Probability of Default Rating, Downgraded to B1-PD from Ba1-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
Corporate Family Rating, Downgraded to B1 from Ba1
Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD4)
from Ba1 (LGD4)
Issuer: Beaver (County of) PA, Industrial Devel Auth
Backed Senior Secured Revenue Bonds, Downgraded to B1 (LGD1)
from Baa2
Backed Senior Unsecured Revenue Bonds, Downgraded to Caa1 (LGD4)
from Ba2 (LGD4)
Issuer: Bruce Mansfield Unit 1
Backed Senior Secured Pass-Through, Downgraded to Caa1 (LGD4)
from Ba2(LGD4)
Issuer: FirstEnergy Solutions Corp.
Probability of Default Rating, Downgraded to Caa1-PD from Ba2-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
Corporate Family Rating, Downgraded to Caa1 from Ba2
Senior Unsecured Bank Credit Facility, Downgraded to Caa1 from
Ba2
Backed Senior Unsecured Regular Bond/Debenture, Downgraded to
Caa1 (LGD4) from Ba2 (LGD4)
Issuer: Ohio Air Quality Development Authority
Backed Senior Secured Revenue Bonds, Downgraded to B1 (LGD1)
from Baa2
Backed Senior Unsecured Revenue Bonds, Downgraded to Caa1
(LGD4) from Ba2 (LGD4)
Issuer: Ohio Water Development Authority
Backed Senior Secured Revenue Bonds, Downgraded to B1 (LGD1)
from Baa2
Backed Senior Unsecured Revenue Bonds, Downgraded to Caa1 (LGD4)
from Ba2 (LGD4)
Issuer: Pennsylvania Economic Dev. Fin. Auth.
Backed Senior Secured Revenue Bonds, Downgraded to B1 (LGD1)
from Baa2
Backed Senior Unsecured Revenue Bonds, Downgraded to Caa1 (LGD4)
from Ba2 (LGD4)
Issuer: Pleasants (County of) WV, County Commission
Backed Senior Unsecured Revenue Bonds, Downgraded to B1 (LGD4)
from Ba1(LGD4)
Outlook Actions:
Issuer: Allegheny Energy Supply Company, LLC
Outlook, Remains Negative
Issuer: Allegheny Generating Company
Outlook, Remains Stable
Issuer: Bruce Mansfield Unit 1
Outlook, Remains Negative
Issuer: FirstEnergy Solutions Corp.
Outlook, Remains Negative
RATINGS RATIONALE
"We believe FirstEnergy will exit its unregulated merchant
generating businesses, and we view regulatory or political
intervention within the eighteen month timeframe as unlikely,
making a restructuring or bankruptcy filing a more likely outcome,"
said Swami Venkataraman, Senior Vice President at Moody's. "While
FES is expected to be free cash flow positive through 2019, other
near term risks include the outcome of a pending arbitration
related to certain coal transportation contracts, and remarketing
obligations for about $500 million in revenue bonds at FES during
2018."
The downgrade of FES reflects FirstEnergy management's announcement
that it would exit the merchant business entirely within 18 months,
even if that required a restructuring or bankruptcy filing. The
downgrade of AES reflects weak merchant market conditions and
Moody' cash flow expectations for the company in 2018-19 and
beyond. The affirmation of AGC reflects the shared ownership that
provides a degree of insulation from AES, and the sound stand-alone
economics at AGC.
Moody's expects FES to be cash flow positive or breakeven through
2019 under current merchant market conditions. However, this is
due to the fact that the company receives $100-200 million per year
from FirstEnergy from the monetization of NOLs. FES would be cash
flow negative otherwise. Thus, although FES' ratio of cash from
operations to debt could exceed 10% in 2019, the company's
Debt/EBITDA ratio, which does not incorporate the cash benefits of
NOLs, is expected to be very high at about 10x by 2019.
This fundamental weakness in the underlying business, along with
FirstEnergy's intention to exit the business within 18 months,
makes a restructuring or a bankruptcy the most likely outcome. Over
the next several months, Moody's will look for management to
explore options such as re-regulation in Ohio and NY-style zero
emission credits for the nuclear plants. However, given the lack
of any tangible progress thus far, Moody's views these as unlikely
given management's stated timeframe. As part of the strategic
review to exit the competitive generation business, Moody's expect
FirstEnergy to sell AES, where it has positive equity value as well
as certain FES assets such as the 545 MW West Lorain peaking plant
in PJM.
There are also other potential events that may hasten a
restructuring or bankruptcy at FES. Arbitration proceedings will
commence in November 2016 between FES and rail companies,
Burlington Northern Santa Fe, LLC (A3 stable) and CSX Corp (Baa1
stable), relating to two rail transportation contracts where FES
has claimed force majeure and which is disputed by the rail
companies. A decision on force majeure is expected sixty days
after the hearings and if necessary, a damages hearing is expected
to begin in May 2017 again with a decision window of sixty days.
For both rail agreements, FES paid $70 million in liquidated
damages to settle delivery shortfalls for 2014. FES has stated
that the Mercury and Air Toxics Standard (MATS) regulations caused
several of its coal plants to shut down and has claimed force
majeure starting in April 2015 when MATS went into effect. LDs for
the period of 2015-2025 remain in dispute. While the "maximum
nominal" penalty of $770 million for 11 years is unlikely, there is
a reasonable possibility of a partial award for the rail companies.
Any award that exceeds $100 million, if not stayed or paid off
within 30 days, is currently defined as an event of default under
FES' $1.5 billion revolver.
By July 2017, when the damages will be known (although the
companies could also settle earlier), Moody's estimates that FES is
likely to have cash on hand of about $150-200 million and we
estimate an additional $150-200 million from the potential sale of
West Lorain. While some of this cash maybe absorbed by additional
collateral requirements under its commodity trading agreements (FES
disclosed a number of $355 million this morning), it remains
unclear whether management has the willingness to use any balance
sheet cash or draw upon the revolver to satisfy an arbitration
award, especially given the event of default clause that is
present. A significant penalty under the rail dispute could hasten
a restructuring or bankruptcy of FES well before the eighteen month
timeframe, something explicitly acknowledged by the management. A
similar outcome could also result from an inability to remarket a
total of $500 million in revenue bonds at FES, which are expected
to occur in various tranches in April, June and December 2018.
AGC is a FERC regulated entity earning a cost-plus tariff and its
primary asset is a 40% ownership of the Bath County pumped storage
facility in West Virginia. AGC has a low debt leverage and
adequate financials for its rating. Even though AES, its 60%
parent and offtaker, has been downgraded to B1, the company's
stand-alone economics are strong enough to support an investment
grade rating. Moody's believes in a scenario that AES is unable to
perform under its obligation as offtaker, AGC will not have
difficulties in finding another company to take AES's place. Based
on our assessment the contract to purchase AGC's output at
FERC-regulated rates is profitable even under current market
conditions.
Liquidity
Moody's assigned an SGL-3 speculative grade liquidity rating to FES
and AES, a change from the previous SGL-2 rating. Although
operating cash flows are expected to be adequate to cover ongoing
expenses and maintenance capex, the lower score mainly reflects
concerns around a potential negative outcome on the rail contact
arbitration that could arise in the late second quarter or early
third quarter 2017. FES may also face significant collateral calls
relating to this downgrade that may require the company to access
its revolving credit facility. While the revolving facility is
currently fully available, any arbitration award that exceeds $100
million, if not stayed or paid off within 30 days, is also an event
of default under FES' $1.5 billion revolver and contributes to
Moody's lowering the liquidity rating.
FES and AES share a $1.5 billion revolving credit facility which
matures in March 2019 which have only $1 million outstanding as of
June 30, 2016. FES and AES have sub-limits of $900 million and
$600 million, respectively. This revolver is mostly undrawn as its
primary purpose is to provide contingent liquidity in the event of
a credit or market shock. FirstEnergy disclosed that the
collateral impact from a downgrade of FES/AES below investment
grade by all rating agencies was about $355 million.
Excluding any arbitration damages, Moody's expect FES to generate
free cash flow of $50-150 million annually during the 2017-19
period and AES about $30-50 million during the same period. In
terms of debt maturities, FES needs to remarket $130 million of its
pollution control revenue bonds in 2017.
Outlook
The negative outlook on FES reflects the risk of a restructuring or
bankruptcy of FES within the next eighteen months as explicitly
outlined by management and also potential nearer term risks such as
the rail contract arbitration. The negative outlook on AES
reflects weak merchant market conditions and the expected decline
in EBITDA over time. The outlook on AGC is stable given
expectations for stable operating and financial performance backed
by FERC-regulated cash flows.
What could take the rating up?
An upgrade in FES' rating is currently unlikely. However, a higher
rating could be considered should FES be successful in obtaining
regulatory/political support for its generation assets, such as a
re-regulation in Ohio or NY-style zero emission credit for its
nuclear units that allow the company to be free cash flow positive
from operations on a sustainable basis. An upgrade of AES' rating
is also unlikely under current market conditions but could happen
in connection with the sale of the company or should merchant
market conditions improve significantly. An upgrade of AGC is
unlikely given its stable, regulated cash flows but is possible if
AES were replaced by an investment grade owner/counterparty.
What could take the rating down?
FES' rating will be downgraded further if and when FirstEnergy
executes its exit strategy from the merchant business through a
restructuring or bankruptcy of FES. A downward movement of AES and
AGC are both likely linked to a sale of the companies and the
financial policies of the new owner, although AES could be
downgrade should merchant market conditions worsen.
The principal methodology used in rating FirstEnergy Solutions
Corp. and Allegheny Energy Supply Company, LLC was Unregulated
Utilities and Unregulated Power Companies published in October
2014. The principal methodology used in rating Allegheny
Generating Company was Regulated Electric and Gas Utilities
published in December 2013.
FIRSTENERGY SOLUTIONS: S&P Lowers CCR to 'B', On CreditWatch Neg.
-----------------------------------------------------------------
S&P Global Ratings said it lowered the corporate credit rating on
FirstEnergy Solutions Corp. to 'B' from 'BB-' and placed the rating
on CreditWatch with negative implications. S&P also lowered its
secured and unsecured note ratings on the company to 'BB-' from
'BB+' and 'B' from 'BB-', respectively, and placed them on
CreditWatch with negative implications. The recovery rating of '3'
on the unsecured debt is unchanged, reflecting S&P's expectation of
meaningful (50%-70%; lower end of the range) recovery in the event
of default.
The downgrade and CreditWatch placement stem from the recent
announcement of the potential sale (or transfer) of certain assets
of Allegheny Energy Supply LLC and the recent discussion of a
potential medium term restructuring. S&P had previously
consolidated the financial information of FirstEnergy Solutions and
Allegheny Energy Supply (together the Competitive Energy Supply
(CES) business) because S&P considered the latter to be a core
affiliate. S&P based this assessment on significant business and
financial interrelationships, including the sale of all generation
of AE Supply to FES through a power purchase agreement, use of a
common money pool and revolver facilities, and combined operating,
hedging, and financial policies. Going forward, S&P has excluded
the Allegheny cash flows from S&P's analysis. S&P expects that the
metrics for FES will weaken as a consequence, because they have
fallen close to the highly leveraged category, and modifications to
the financial policy in light of the weakening circumstances could
cause prospects to weaken further. S&P is in the process of
reviewing its forecasts and could lower the corporate credit rating
further. S&P notes that FES is in arbitration relating to a
disputed coal contract. While the company has cancelled the
contract (11-year remaining life) citing an environmental
regulation-related force majeure, the rail company is likely to
contest it as an economic decision in the arbitration. While S&P
has not factored a negative outcome into its current analysis, S&P
considers this as a contingent liability that weighs negatively on
credit.
"The CreditWatch placement reflects our expectation that when FES
is considered independently of the Allegheny assets and once the
impacts of a recently discussed restructuring are considered, the
rating could be lowered further," said S&P Global Ratings credit
analyst Michael Ferguson. "We will resolve the CreditWatch once we
have more insight into the revised financial risk profile and
recovery prospects."
FREESEAS INC: LG Capital Reports 5.99% Equity Stake as of Nov. 1
----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, LG Capital Funding, LLC disclosed that as of Nov. 1,
2016, it beneficially owns 9,165,010 shares of common stock of
FreeSeas, Inc. which represents 5.993% (based on the total of
[152,939,258] outstanding shares of Common Stock). A full-text
copy of the regulatory filing is available for free at:
https://is.gd/iSxwRu
About FreeSeas Inc.
Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies. The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.
The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks." As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.
Freeseas reported a net loss of US$52.94 million on US$2.30 million
of operating revenues for the year ended Dec. 31, 2015, compared to
a net loss of US$12.68 million on US$3.77 million of operating
revenues for the year ended Dec. 31, 2014. As of
Dec. 31, 2015, FreeSeas had US$18.71 million in total assets,
US$35.47 million in total liabilities and a total shareholders'
deficit of US$16.76 million.
RBSM LLP, in 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 recurring operating
losses and has a working capital deficiency. In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements and is in default in other
agreements with various counter parties. Furthermore, the vast
majority of the Company's assets are considered to be highly
illiquid and if the Company were forced to liquidate, the amount
realized by the Company could be substantially lower that the
carrying value of these assets. These conditions among others
raise substantial doubt about the Company's ability to continue as
a going concern.
FRONTIER COMMUNICATIONS: S&P Puts 'BB-' CCR on CreditWatch Neg.
---------------------------------------------------------------
S&P Global Ratings said it placed its ratings on Norwalk,
Conn.-based incumbent telephone provider Frontier Communications
Corp., including the 'BB-' corporate credit rating, on CreditWatch
with negative implications.
"The CreditWatch placement reflects a trend of weak operating and
financial performance primarily due to lower revenue from the
acquired Verizon properties in California, Texas, and Florida,"
said S&P Global Ratings credit analyst Scott Tan.
S&P expects to resolve the CreditWatch placement over the next few
months, after assessing the company's ability to reverse its weak
financial performance, including its strategy to reduce churn and
drive broadband and video customer growth, while improving margins
and free operating cash flow generation, the latter of which is
particularly important given its large common dividend.
GAINESVILLE ALF: Says Insider Paid Counsel's Retainer
-----------------------------------------------------
Gainesville ALF, LLC filed with the U.S. Bankruptcy Court for the
Northern District of Georgia an amended application to hire
Theodore N. Stapleton P.C. as its legal counsel.
In its amended application, Gainesville disclosed that Dwayne
Edwards, a principal of the company, paid the filing fee and the
retainer fee totaling $16,600 on October 5, and that he does not
seek reimbursement from the company.
Gainesville also disclosed that Stapleton seeks to represent its
affiliated debtor Oxton Place of Douglas, LLC in a related case
assigned as Case No. 16-67316. Oxton is also controlled by Mr.
Edwards.
Gainesville tapped the firm to advise the company regarding matters
of bankruptcy law, investigate potential claims of its bankruptcy
estate, and give legal advice regarding any proposed bankruptcy
plan.
About Gainesville ALF
Gainesville ALF, LLC, d/b/a Oxton Place of Gainesville, LLC, d/b/a
Manor House of Gainesville, LLC, is a Georgia limited liability
company incorporated on January 1, 2015. Gainesville ALF owns a
personal care living facility with 42 units, licensed for 50,
located on 4.43 acres at 2030 Windward Lane, Gainesville, Georgia
30501 known as Manor House of Gainesville. The Gainesville
Facility is currently managed by Manor House Senior Living, LLC, an
affiliate of the Debtor, under a management agreement with the
Debtor dated March 1, 2016
Gainesville ALF filed a Chapter 11 petition (Bankr. N.D. Ga. Case
No. 16-21959) on Sept. 30, 2016, and is represented by Theodore N.
Stapleton, Esq. in Atlanta, Georgia. The petition was signed by
Dwayne Edwards, managing member.
At the time of filing, the Debtor had $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities.
GAWKER MEDIA: Dr. Shiva Ayyadurai Settles Bankruptcy Lawsuit
------------------------------------------------------------
Harder Mirell & Abrams LLP on Nov. 2, 2016, disclosed that Dr.
Shiva Ayyadurai has reached a settlement, subject to bankruptcy
court approval, to resolve his lawsuit against Gawker Media and
related claims in Gawker Media's bankruptcy proceeding. Certain of
the settlement terms are incorporated within Gawker Media's latest
proposed plan of liquidation, filed on Nov. 2, and include a
proposed settlement payment to Dr. Ayyadurai and removal of the
article at issue. More details will be forthcoming.
Dr. Ayyadurai stated: "History will reflect that this settlement
is a victory for truth."
Dr. Ayyadurai is represented by attorneys Charles Harder of Harder
Mirell & Abrams LLP in Los Angeles, California and Timothy Cornell
of Cornell Dolan, PC in Boston, Massachusetts.
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.
GAWKER MEDIA: Judge Approves Voting on Bankruptcy Wind-Down Plan
----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported that U.S. Bankruptcy Judge Stuart Bernstein in Manhattan
authorized creditors of Gawker Media Group to begin voting on its
debt-repayment plan, a day after the former publisher unveiled the
settlement of a years-long legal battle with former professional
wrestler Hulk Hogan that put both the company and its founder in
bankruptcy.
According to the report, following a hearing, Judge Bernstein said
Gawker could solicit votes on the plan, which describes both the
company's intent to pay out $31 million to the retired wrestler as
well as provisions that would allot millions of dollars more to
other creditors.
The Plan constitutes a separate chapter 11 plan of liquidation for
each Debtor Gawker Media Group, Inc. (GMGI), Gawker Media LLC, and
Gawker Hungary Kft.
General Unsecured Claims against GMGI expect a 10%-100% estimated
recovery; against Gawker Media LLC a 0% to 10% estimated recovery;
and against Gawker Hungary a 100% estimated recovery.
Creditors are entitled to vote on the proposal and have until Dec.
5 to cast their ballots, the report related, citing court paper
show. Gawker is slated to return to Judge Bernstein's courtroom
Dec. 13 to ask for final approval of the plan.
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.
GAWKER MEDIA: Settles With Hulk Hogan For $31-Million
-----------------------------------------------------
The American Bankruptcy Institute, citing Jessica DiNapoli of
Reuters, reported that Gawker Media LLC has reached a $31 million
cash settlement with Hulk Hogan, the former professional wrestler
who won a $140 million judgment against the site over a leaked sex
tape.
According to the report, Hogan's judgment forced Gawker, known for
its sassy tone and gossipy posts, into bankruptcy in June. Its
sister websites, including sports site Deadspin and women's site
Jezebel, were acquired for $135 million by media company Univision
Holdings Inc in a bankruptcy auction last summer, the report
related.
"As with any negotiation for resolution, all parties have agreed it
is time to move on," Hogan's attorney, David Houston told Reuters.
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.
GLACIERVIEW HAVEN: Selling Timber from Six Skagit County Parcels
----------------------------------------------------------------
Andrew Wilson, the Chapter 11 trustee of Glacierview Haven, LLC,
asks the U.S. Bankruptcy Court for the Western District of
Washington to authorize him to enter into an agreement with Dill's
Creek, Inc. in connection with the sale of substantial timber from
six timber parcels located on Highway 20 along the Skagit River
near Rockport, Washington.
The Consolidated Resort Debtors own 15 parcels of real property on
Highway 20 along the Skagit River near Rockport, Washington that
have historically been operated together as Skagit River Resort.
Three of the now-substantively consolidated debtors initially filed
individual Chapter 11 bankruptcies in December 2015 and March 2016
to stay a receivership motion and certain foreclosures initiated by
secured creditor Columbia Bank. The cases were administratively
consolidated on June 13, 2016 and the Trustee was appointed on June
20, 2016. All of the debtors, with the exception of New
Bullerville, LLC, were substantively consolidated on Aug. 5, 2016.
New Bullerville was substantively consolidated with the remaining
debtors on Oct. 12, 2016.
After his appointment, the Trustee oversaw management of the Resort
operations throughout June, July, August and September. These are
the months in which the Resort generates the vast majority of its
business. Aside from undertaking the necessary expenditures to
ensure that there were no imminent safety hazards at the Resort,
the Trustee attempted to operate the Resort as efficiently as
possible. Nonetheless, the Resort only generated $271,251 in
revenue, as compared to $253,123 in expenses. This does not take
into account the debt service that would have been required to be
paid outside of bankruptcy.
Based upon the Resort's performance, the Trustee has concluded that
the Consolidated Resort Debtors will be unable to confirm a plan of
reorganization through which creditors can be repaid through Resort
revenues. The Trustee has determined that he will need to
liquidate the Consolidated Resort Debtors' assets in order to
maximize repayment to creditors.
In determining how best to market the assets, the Trustee has
analyzed a number of possible scenarios and has concluded that
marketing the Resort as a whole is the only scenario with any
realistic potential for repaying creditors in full.
Proofs of Claim filed in the Consolidated Resort Debtors'
bankruptcy, total $964,739. The Trustee and his professionals'
unpaid fees through Oct. 21, 2016 were approximately $130,000. The
Trustee estimates that at least $1,300,000 will be required to pay
creditors, including administrative expense claimants, in full.
From an active real estate broker in the area, the Trustee has
learned that recent property sales have generally been in the range
of 17% to 20% greater than the tax assessed value of the property.
Based upon the tax assessed values of the properties, the existing
resort zoning, and the overall make-up of the properties, it
appears that the highest and best value of the properties would be
achieved through sale of the Resort as a whole.
At this time, the estate does not have the funds necessary to
successfully market and sell the Resort for the benefit of
creditors. The Trustee is holding $17,000 from operations, from
which he will need to pay accrued state excise and employment
taxes, employee payroll related to the resort shutdown as well as
accrued accounts payable. The proposed sale of timber described
provides the only reasonable means of expeditiously funding the
continuation of this Chapter 11 for the purposes of marketing the
Resort.
The Trustee's goal is to balance the need for funding, without
which he will be unable to market and sell the Resort at all, with
the importance of preserving, as much as possible, the existing
feel of the core Resort operations for potential purchasers.
The Trustee sought bids from three logging companies, Dill's Creek,
Janicki Logging & Construction Co., Inc. and Nielsen Bros., Inc. to
determine how much value could be obtained through harvesting
timber from the Resort. The Dill's Creek bid was the highest and
best bid.
As indicated by the bid submitted by Dill's Creek, Dill's Creek is
prepared to harvest timber on 12 of the Resort parcels. This would
significantly reduce secured claims, to the extent secured by
timber. However, substantial secured and unsecured claims would
still remain and, because it is likely that the value of the
harvested property will be less without the trees, the Trustee must
minimize that impact. Thus, at this time, the Trustee proposes the
sale of substantial timber only from these six timber parcels:
a. Tax Parcel 121512 has a timber bid of $13,330. The
title holder is Buller Brothers. Secured claimant Skagit County
has asserted a claim of $40. Dill's Creek bid is 13,290.
b. Tax Parcel 45355 has a timber bid of $101,839. The
title holder is Buller Brothers. Secured claimants Skagit County
and Columbia Bank have asserted a claim of $114 and $32,705,
respectively. Dill's Creek bid is $69,020.
c. Tax Parcel 45522 has a timber bid of $62,558. The
title holder is Cow Heaven. Secured claimant Skagit County has
asserted a claim of $985. Dill's Creek bid is $61,573.
d. Tax Parcel 105140 has a timber bid $58,194. The title
holder is Mountain Court. Secured claimants Skagit County and
Columbia Bank have asserted a claim of $1,287 and 202,124,
respectively. Dill's Creek bid is $0.
e. Tax Parcel 45504 has a timber bid of $8,001. Secured
claimants Skagit County and Columbia Bank have asserted a claim of
$998 and $202,124, respectively. Dill's Creek bid is $0.
f. Tax Parcel 45505 has a timber bid of $24,732. The
title holder is Mountain Court. Secured claimants Skagit County,
Columbia Bank and SBA have asserted a claim of $11,330, $202,124
and $66,492, respectively. Dill's Creek bid is $0.
The six timber parcels are on the perimeter of the Resort, which is
already substantially surrounded by open fields devoid of
significant timber. Thus, the clearing of the timber parcels will
not destroy visual continuity or result in an isolated clear cut
parcel(s) in the middle of the core resort. The Trustee's
intention is to preserve the look and feel of the core Resort area
as a woodland retreat. If, during the course of marketing, the
Trustee determines that likely purchasers are indifferent to the
presence of trees, he may revisit the sale of additional timber.
The Trustee is unaware of any liens, claims, interests or
encumbrances on the assets to be sold except the potential liens
described in Section I.D.2 supra.
The Trustee asks for the entry of an order authorizing him to enter
into and consummate the Timber Agreement and sell the proposed
timber free and clear of liens, interest or encumbrances pursuant
to Bankruptcy Code Section 363(f).
About Glacierview Haven
Glacierview Haven, LLC filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Wash. Case No. 15-17327) on December 17, 2015. Marc
S. Stern, Esq., served as bankruptcy counsel to the Debtor.
Forest Court, LLC filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 15-17329) on December 17, 2015, represented by Mr. Stern.
Skagit River Resort, LLC, sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11632) on March 28,
2016. The petition was signed by Don Clark, manager. The Debtor
was also represented by Mr. Stern. Skagit River disclosed total
assets of $2.22 million and total debts of $894,828.
The Court later consolidated the three cases for procedural
purposes; and then appointed Andrew Wilson as the Chapter 11
trustee.
GREAT BASIN: Sets Nov. 7 as Special Meeting Record Date
-------------------------------------------------------
Great Basin Scientific, Inc., will hold a special meeting of
shareholders for the purposes of approving an increase in the
number of authorized shares of the Company's common stock and a
reverse stock split of the Company's issued and outstanding shares.
In relation thereto, the Board of Directors of the Company has set
Nov. 7, 2016, as the record date for shareholders entitle to notice
and to vote at the upcoming special meeting of shareholders.
Shareholders will be able to obtain a free-of-charge copy of the
proxy statement (when available) and other relevant documents filed
with the SEC from the SEC's Web site at http://www.sec.gov/
Shareholders of the Company will also be able to obtain a
free-of-charge copy of the proxy statement and other relevant
documents (when available) by directing a request by email to Betsy
Hartman at ir@gbscience.com, by telephone to 385.215.3372 or by
mail to Great Basin Scientific Inc., c/o Betsy Hartman, 420 E.
South Temple, Suite 520, Salt Lake City, UT 84111.
Great Basin and its directors and executive officers will be
participants in the solicitation of proxies from the shareholders
of Great Basin. Information about the directors and executive
officers of Great Basin, including their shareholdings in Great
Basin, is set forth under the headings "Management", "Security
Ownerhsip of Certain Beneficial Owners and Management" and "Certain
Relationships and Related Person Transactions" in the Company's
registration statement on Form S-1 (333-213144), which was filed
with the SEC on Aug. 15, 2016. Investors may obtain additional
information regarding the interest of such participants by reading
the proxy statement regarding the proposed special meeting when it
becomes available.
About Great Basin
Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals. The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.
Great Basin reported a net loss of $57.9 million in 2015 following
a net loss of $21.7 million in 2014.
As of June 30, 2016, Great Basin had $26.09 million in total
assets, $87.07 million in total liabilities and a total
stockholders' deficit of $60.98 million.
Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows. These
issues raise substantial doubt about its ability to continue as a
going concern.
HARBORVIEW TOWERS COUNCIL: Unsecureds to Get 100% in 28 Quarters
----------------------------------------------------------------
Council of Unit Owners of the 100 Harborview Drive Condominium
filed with the U.S. Bankruptcy Court for the District of Maryland a
plan of reorganization and accompanying disclosure statement, which
will be funded from:
(1) Cash on hand on the Effective Date;
(2) the continued collection of Annual Assessments from Unit
Owners;
(3) the collection of a $550,000.00 Special Assessment from
Unit Owners;
(4) recoveries from the pursuit of any claims, rights, or
other legal remedies the Debtor has, or may have in the
future;
(5) rental income derived from Units 907 and 1310 and the sale
of those units; and
(6) additional principal advancement on the Howard Bank Loan.
The Plan anticipates funding certain Claims using Cash of the
Debtor existing as of the Effective Date. As of the Effective Date,
the Reorganized Debtor has approximately $1.5 million of Cash on
hand.
In full and complete satisfaction, discharge and release of the
Class 6 Allowed General Unsecured Claims, in the estimated amount
of $60,013.66, the Debtor will pay each Holder 100% of its Allowed
Claim, without interest, in 28 consecutive quarterly installment
payments commencing on the first-day of the 11th year after the
Effective Date until Paid in Full pari passu with Class 5B and
Class 5C. Notwithstanding the foregoing, no Holder of a General
Unsecured Claim will receive any payment until Allowed Class 1,
Class 2, Class 3, and Class 4 Claims are Paid in Full, and the
specific performance obligations identified in Class 5A are
satisfied.
A full-text copy of the Disclosure Statement dated October 28,
2016, is available at:
http://bankrupt.com/misc/mdb16-13049-190.pdf
The Debtor is represented by:
Paul Sweeney, Esq.
Lisa Yonka Stevens, Esq.
YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC
10211 Wincopin Circle, Suite 500
Columbia, MD 21044
Tel: (443) 569-5972
Email: psweeney@yvslaw.com
lstevens@yvslaw.com
About Council of Unit Owners
of the 100 Harborview Drive Condominium
Council of Unit Owners of the 100 Harborview Drive Condominium, a
condominium association, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016.
Dr. Reuben Mezrich signed the petition as president. The Debtor
estimated assets in the range of $10 million to $50 million and
liabilities of up to $50 million. The Debtor is represented by
Paul Sweeny, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC.
Judge James F. Schneider is assigned to the case.
HEATHER HILLS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Heather Hills Estates, LLC
fdba Rick & Chris Stephens, LLC
2033 Main Street #402
Sarasota, FL 34237
Case No.: 16-09521
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: November 4, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Michael C Markham, Esq.
JOHNSON, POPE, BOKOR, RUPPEL & BURNS LLP
Post Office Box 1100
Tampa, FL 33601-1100
Tel: 813-225-2500
Fax: 813-223-7118
E-mail: mikem@jpfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Rod Connelly, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
HERCULES OFFSHORE: Equity Panel's Objection Overruled, Plan OK'd
----------------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware overruled the objections filed by the Official
Committee of Equity Security Holders and confirmed the Modified
Joint Prepackaged Chapter 11 Plan of Hercules Offshore, Inc., and
its debtor affiliates.
The members of the Equity Committee and their equity holdings as of
August 16, 2016 are: Centerbridge Credit Partners Master Fund, LP
(1,710,352 shares of common stock), Archer Capital Management, LP
(499,948 shares of common stock), and Lawrence Callahan (26,000
shares of common stock).
The Equity Committee and various other parties filed objections to
the Plan. A number of objections were resolved prior to and for
the duration of the confirmation hearing, but the following
objections by the Equity Committee remained:
(1) "The Plan Releases and Exculpations Are Impermissible"
regarding the Plan releasing claims held by the debtors
and other third parties;
(2) "The Plan Violates Section 1129(a)(3) of the Bankruptcy
Code" because it is not proposed in good faith;
(3) The Plan "Violates Section 1129(a)(7) of the Bankruptcy
Code" (the "best interest test"); and
(4) The Plan "Fails to Satisfy the Cramdown Standard Under
Section 1129(b)" (collectively, the "Objections").
The Equity Committee asserted that the Plan provides the lenders,
directors, officers, and various third parties with releases from
claims held by the debtors, which are impermissible by law and
warrant denial of Plan confirmation.
Judge Carey, however, held that the releases granted to each of the
debtors' and released lender parties' current and former "officers,
directors, professionals, advisors, accountants, attorneys,
investment bankers, consultants, employees, agents and other
representatives" are appropriate. The judge concluded that the
Special Committee and Board complied with their fiduciary duties,
and ultimately chose the option that they believed would conserve
the value of the estates and maximize recovery for all
stakeholders, including equity holders.
The Equity Committee also avered that the debtors have numerous
colorable claims and causes of action against the released lender
parties which would be released under the Plan.
Judge Carey held that the debtor releases meet the appropriate
standard: these proposed parties possess a sufficient identity to
the debtors and have made a substantial contribution, particularly
the first lien lenders. While the judge determined that the Equity
Committee has failed to support any claim(s) against the released
parties, the releases bring needed certainty to the debtors' exit
from Chapter 11. The judge also noted that the Plan has
overwhelming support and has garnered concensus from all
stakeholders but equity, who although arguably "out of the money,"
will still receive a distribution.
The Equity Committee also objected to the consensual third-party
releases on the grounds that, with respect to equity holders, such
releases are not consensual and do not satisfy the requirements for
approval of non-consensual third-party release. The debtors and
the consenting first lien lenders, however, have agreed to modify
the Plan to resolve this objection.
As to the other objections, Judge Carey held that the Plan does not
violate Section 1129(a) of the Bankruptcy Code because it was
proposed in good faith. The judge found that the releases granted
under the Plan were appropriate, and that the Disclosure Statement
provides those creditors entitled to vote with adequte
information.
Judge Carey also held that the Plan does not violate the "best
interests" test of Section 1129(a)(7) of the Bankruptcy Code. The
judge found that the Equity Committee has offered no credible
evidence, and that the debtors' liquidation analysis showed that,
even in the high range of estimated liquidation values, there would
be no excess value to distribute to holders of HERO Common Stock.
Lastly, Judge Carey held that the Plan satisfies the cramdown
standard under Section 1129(b). The judge found that the Plan is
fair and equitable with respect to holders of equity interests in
the subject classes.
Judge Carey thus concluded that the Plan meets all other applicable
requirements of section 1129(a), is fair and equitable, and does
not discriminate unfairly with respect to holders of claims or
equity interests. The judge found that the Equity Committee failed
to create any doubt that the debtor has met its burden to
demonstrate that the confirmation requirements are satisfied.
A full-text copy of Judge Carey's November 1, 2016 opinion is
available at http://bankrupt.com/misc/deb16-11385-465.pdf
About Hercules Offshore, Inc.
Hercules Offshore, Inc., and its debtor and non-debtor subsidiaries
are providers of shallow-water drilling and marine services to the
oil and natural gas exploration and production industry globally.
Hercules Offshore and 13 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11385 to
16-11398) on June 5, 2016. The petitions were signed by Troy L.
Carson as vice president.
The Debtors listed total assets of $1.06 billion and total debts of
$521.37 million as of March 31, 2016.
The Debtors have hired Michael S. Stamer, Esq., Philip C. Dublin,
Esq., David H. Botter, Esq., and Kevin M. Eide, Esq., at Akin Gump
Srauss Hauer & Feld LLP as general bankruptcy counsel and Robert J.
Dehney, Esq., Eric D. Schwartz, Esq., and Matthew B. Harvey, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP as co-counsel.
The U.S. Bankruptcy Court issued an order appointing Judge
Christopher Sontchi as mediator to govern mediation procedures and
assist in resolving certain objections related to confirmation of
Hercules Offshore's Joint Prepackaged Chapter 11 Plan of
Reorganization.
On June 20, 2016, the U.S. Trustee for the District of Delaware
appointed three members to the Equity Committee. The Equity
Committee is represented by Hogan McDaniel and Kasowitz, Benson,
Torres & Friedman LLP as co-counsel and Ducera Securities LLC as
financial advisors.
Kirkland & Ellis LLP and Kirkland & Ellis International LLP, White
& Case LLP and Klehr Harrison Harvey Branzburg LLP represent an ad
hoc group of certain first lien lenders party to that certain
credit agreement, dated as of Nov. 6, 2015, by and among Hercules
Offshore, Inc., as borrower, the Subsidiary Guarantors as
guarantors, the lenders party thereto, and Jefferies Finance LLC,
as administrative agent and collateral agent, as creditors and
parties-in-interest in the Debtors' Chapter 11 cases.
HILLSIDE OFFICE: Gets Exclusivity to File Plan Thru Dec. 13
-----------------------------------------------------------
Judge Vincent F. Papalia granted Hillside Office Park, LLC, an
extension of its exclusive plan filing period through Dec. 13,
2016.
As previously reported by The Troubled Company Reporter, the Debtor
disclosed that it has made progress in marketing for the
sale of the its assets which shall benefit all creditors of the
estate, however, it still filed the instant request out of
an abundance of caution because of the time limitations set forth
in the Bankruptcy Code. The Debtor anticipates, but cannot
guarantee, that such Plan and disclosure statement will be filed
with the Court by November 2016 as it is in the process of
preparing a Chapter 11 Plan of Liquidation.
About Hillside Office Park
Headquartered in Hillside, New Jersey, Hillside Office Park, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No.
16-19617) on May 17, 2016, estimating its assets and liabilities at
between $1 million and $10 million. The petition was signed by
Glen A. Fishman, member of Maplewood Acquisition, LLC, member.
Judge Stacey L. Meisel presides over the case.
Donald F. Campbell, Jr., Esq., at Giordano Halleran & Ciesla, P.C.,
serves as the Debtor's bankruptcy counsel.
HORNBECK OFFSHORE: S&P Lowers CCR to 'CCC-'; Outlook Negative
-------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Covington, La.-based offshore vessel provider Hornbeck Offshore
Services Inc. to 'CCC-' from 'CCC+'. The outlook is negative.
At the same time, S&P lowered its issue-level rating on the
company's unsecured debt to 'CCC' from 'B-'. The recovery rating
is '2', indicating S&P's expectation of meaningful (lower half of
the 70%-90% range) recovery to creditors in the event of a payment
default.
The downgrade follows Hornbeck's announcement that it has hired
financial advisers to review its capital structure and assess
strategic options. S&P believes the company is likely to announce
a restructuring or debt exchange that S&P would view as distressed
within the next six months.
S&P considers an exchange offer as distressed, or tantamount to
default, if S&P believes the offer implies the investor will
receive less value than the promise of the original securities and
if S&P views the offer as distressed rather than purely
opportunistic. Per S&P's criteria, it would value an offer at less
than the original promise if the amount offered is less than the
original par amount, if the interest rate is lower than the
original yield, or if the new securities' maturity dates extend
beyond the original, among other factors, without offsetting
compensation.
The ratings on Hornbeck reflect S&P's assessment of the company's
business risk as weak, its financial risk as highly leveraged, and
liquidity as adequate.
S&P assesses Hornbeck's liquidity as adequate, given that S&P
expects liquidity sources to exceed uses by at least 1.2x over the
next 12 months, and that sources would exceed uses even if forecast
EBITDA declines by 15%.
Principal liquidity sources include:
-- As of Sept. 30, 2016, Hornbeck had $225 million cash on its
balance sheet.
-- S&P assumes working capital changes will generate positive
cash flow in 2016.
Principal liquidity uses include:
-- Capital spending of $95 million in 2016 and $20 million-$30
million in 2017.
-- S&P assumes negative cash funds from operations of about
$10 million in 2016 and negative $50 million in 2017.
The negative outlook reflects S&P's view that Hornbeck Offshore
could enter into a capital restructuring or exchange that S&P would
view as distressed over the next six months.
S&P could raise the rating if it believes the company is no longer
considering a distressed exchange.
INTREPID POTASH: Successfully Amends Senior Note Terms
------------------------------------------------------
Intrepid Potash, Inc., announced it has reached an agreement with
its noteholders to amend the terms of its senior notes.
Concurrently, Intrepid entered into a new revolving credit
agreement with Bank of Montreal, which provides additional
borrowing capacity of up to $35 million, subject to a borrowing
base limitation.
"We are grateful for the thoughtfulness and dedication exhibited by
our lending partners throughout these negotiations and to all of
our stakeholders for their patience as we worked towards this
resolution of our debt covenant issues," said Bob Jornayvaz,
Intrepid's executive chairman, president and CEO. "This amendment
and the new credit facility provide us with added financial
flexibility and time to execute on our strategic plan as we
continue transforming our business model during this down cycle in
the fertilizer market."
Senior Notes
As of Oct. 31, 2016, Intrepid has $135 million of senior notes
outstanding with laddered maturities as follows:
* $54 million of Senior Notes, Series A, due April 16, 2020
* $40.5 million of Senior Notes, Series B, due April 14, 2023
* $40.5 million of Senior Notes, Series C, due April 16, 2025
Covenants under the notes were revised to include minimum levels of
Adjusted EBITDA(1), which adjust over time and are measured
quarterly through March 2018, ranging from negative $20 million in
September 2016 to negative $7.5 million in March 2018. Thereafter,
Intrepid is subject to a maximum leverage ratio and, beginning with
the fourth quarter of 2018, a minimum fixed charge ratio. In
addition, Intrepid must maintain minimum liquidity of $15 million
effective immediately through the duration of the note terms.
The note amendment did not change the note maturities, but
increased interest rates such that, as of Oct. 31, 2016, the Series
A bears interest at 7.78%, Series B bears interest at 8.63% and
Series C bears interest at 8.78%. Beginning Dec. 31, 2016, these
interest rates will adjust quarterly based upon Intrepid's leverage
and fixed charge ratios. Additional interest of 2%, which may be
paid in kind, will begin to accrue on April 1, 2018, unless
Intrepid satisfies certain financial covenant tests.
In addition, pursuant to the terms of the amendment, Intrepid will
be engaging an investment banker to assess, evaluate and, if
determined to be appropriate by Intrepid in its business judgement,
assist in pursuing potential strategic alternatives available to
the Company.
The notes, as amended, are now secured by a first lien on
substantially all of Intrepid's property, plant and equipment, as
well as a second lien, behind Bank of Montreal, on Intrepid’s
current assets.
Previously, on Oct. 3, 2016, Intrepid paid $15.8 million to the
noteholders, of which $15 million was applied to then-outstanding
note principal with the remaining $0.8 million representing a
negotiated make-whole payment. On Oct. 31, 2016, concurrent with
the closing on the amendment, Intrepid paid the noteholders an
additional $0.5 million negotiated make-whole payment. The
noteholders, in turn, agreed that Intrepid will not owe the
noteholders any further make-whole payments on the next $35 million
of principal reductions coming from allowable asset sales or equity
raises that may occur in the future.
Revolving Credit Agreement
Intrepid also entered into an asset-based revolving credit
agreement with Bank of Montreal that provides for borrowings of up
to $35 million, subject to a borrowing base limitation that adjusts
monthly. The revolving credit facility initially bears interest at
a rate based upon LIBOR plus 2%. Beginning May 31, 2017, the
facility will bear interest at LIBOR plus a margin, which ranges
from 1.75% to 2.25% and adjusts monthly based on average
availability under the credit agreement. The credit agreement is
secured by a first lien on Intrepid's current assets and a second
lien, behind the noteholders, on Intrepid's other assets. The
facility expires on Oct. 31, 2018.
(1) Adjusted EBITDA is a non-GAAP measure that is calculated as
adjusted earnings before interest, taxes, depreciation, and
amortization, as defined in the note purchase agreement.
Conference Call Information
On Nov. 2, 2016, at 10:00 a.m. ET, Intrepid will conduct a
teleconference to discuss the matters addressed in this release as
well as its third quarter and year-to-date financial results and
other matters. The dial-in number is 800-319-4610 for U.S. and
Canada, and is +1-631-891-4304 for other countries. The call will
also be streamed on the Intrepid website, www.intrepidpotash.com.
An audio recording of the conference call will be available through
Dec. 2, 2016, at www.intrepidpotash.com and by dialing 800-319-6413
for U.S. and Canada, or +1-631-883-6842 for other countries. The
replay will require the input of the conference identification
number 0860.
About Intrepid
Intrepid Potash -- http://www.intrepidpotash.com/-- is the only
U.S. producer of muriate of potash and supplied approximately 9% of
the country's annual consumption in 2015. Potash is applied as an
essential nutrient for healthy crop development, utilized in
several industrial applications and used as an ingredient in animal
feed. Intrepid also produces a specialty fertilizer, Trio(R),
which delivers three key nutrients, potassium, magnesium, and
sulfate, in a single particle.
Intrepid serves diverse customers in markets where a logistical
advantage exists; and is a leader in the utilization of solar
evaporation production, one of the lowest cost, environmentally
friendly production methods for potash. After the idling of its
West mine in July 2016, Intrepid's production will come from three
solar solution potash facilities and one conventional underground
Trio(R) mine.
As of June 30, 2016, Intrepid had $600 million in total assets,
$203 million in total liabilities and $396 million in total
stockholders' equity.
The Company reported a net loss of $525 million in 2015 following
net income of $9.76 million in 2014.
KPMG LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company anticipates that due
to current market conditions, they may not meet their current debt
covenant requirements in 2016, which could result in the
acceleration of debt maturities and other remedies pursuant to the
terms of the debt. These matters raise substantial doubt about
their ability to continue as a going concern.
INVESTCORP BANK: Fitch Affirms 'BB' IDR & Revises Outlook to Pos.
-----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating of
Investcorp Bank B.S.C. at 'BB' and the Viability Rating at 'bb'.
The Rating Outlook has been revised to Positive from Stable.
KEY RATING DRIVERS - VIABILITY RATING, IDRs, SUPPORT RATING,
SUPPORT RATING FLOOR AND SENIOR UNSECURED DEBT
The rating affirmations reflect the company's strong client
franchise and high degree of brand name recognition in the Gulf,
supported by its track record and long-term relationships in the
region. The ratings also reflect Investcorp's conservative funding
strategy. In particular, the use of long-dated debt to fund its
co-investment portfolio reduces the impact of refinancing and
liquidity risk inherent in Investcorp's business model of
originating and syndicating alternative investments. At the same
time, Investcorp's regulatory framework as a bank and designation
as a domestic systemically important bank (D-SIB) by the Central
Bank of Bahrain add additional levels of risk management, capital
and liquidity requirements that other alternative investment
managers are not subject to.
Rating constraints include meaningful balance sheet co-investments
in private equity, hedge funds and real estate; increased potential
earnings volatility and placement risk relative to peers, given
that transactions are originated and placed with investors on a
deal by deal basis as opposed to raising dedicated funds with an
investment/re-investment period; and potential second-order effects
of low oil prices on Gulf-based investors' investment appetite.
Investcorp's ratings are also constrained by broader challenges
facing the hedge fund industry in terms of performance, outflow and
fee pressure and potential growth/execution risks associated with
Investcorp's strategy to more than double assets under management
(AUM) to $25 billion in the medium term primarily though inorganic
growth.
The Positive Rating Outlook primarily reflects the potential
franchise and earnings benefits that may accrue to Investcorp as a
result of recent strategic partnerships with Mubadala Development
Co. (Mubadala) and another Gulf-based institution. In July 2016,
Investcorp agreed to sell a 20% stake in itself to Mubadala, a
sovereign-wealth fund of Abu Dhabi. Mubadala took an immediate
9.9% stake and will take a further 10.01% after obtaining
regulatory approvals. The sale follows Investcorp's 9.9% ownership
stake sale to the other Gulf-based institution in September 2015.
Fitch views these transactions positively, as they give Investcorp
additional credibility with, and expanded access to, potential
Gulf-based investors as well as a potentially more stable equity
base.
On Oct. 25, 2016, Investcorp announced an agreement to acquire the
debt and collateralized loan obligation (CLO) management business
of UK based 3i Group PLC (3i) for GBP222 million (approximately
$271 million), a deal which would add $12 billion of AUM, bringing
Investcorp's total AUM to approximately $23 billion. Fitch
believes the deal will complement Investcorp's existing platform by
adding credit and CLO strategies to the suite of products offered
to its client base. The acquisition is expected to be accretive
for Investcorp, providing a source of stable fee-income, and will
be funded entirely through cash on the existing balance sheet,
resulting in no additional debt incurrence, which Fitch views
positively. On the other hand, the associated acquired assets and
on-going CLO risk retention requirements will increase Investcorp's
balance sheet exposure.
Over the last year, Investcorp has added strategic hires across its
business lines primarily including client facing resources to help
drive fundraising which continued to show momentum in fiscal year
2016 (FY16), the second consecutive year with more than $1 billion
raised from Gulf-based clients. In November 2015, Investcorp also
expanded its hedge fund business, acquiring the hedge
funds-of-funds unit of SSARIS Advisors, LLC (SSARIS). With the
addition of four key members of the SSARIS investment team and $810
million in AUM, this acquisition is expected to support
Investcorp's existing hedge fund platform. Absent the addition of
the SSARIS AUM, hedge fund AUM would have been down $717 million in
FY16 on outflows and performance pressure at pre-existing hedge
funds.
Investcorp has positioned itself for the upcoming 3i acquisition,
maintaining its strong liquidity, capitalization and funding
profiles. At June 30, 2016, (FYE16), balance sheet cash and other
liquid assets of $410 million were more than sufficient to cover
the 3i acquisition cost and, together with undrawn committed
revolving facilities of $428 million covered all outstanding debt
maturing through December 2020.
In light of Investcorp's banking status, Fitch used the 'Global
Bank Rating Criteria' dated July 15, 2016, to help inform its
assessment of certain aspects of Investcorp's credit profile, such
as operating environment (and in particular, the regulatory
framework), company profile, capitalisation and leverage, and
funding and liquidity.
At FYE16, capital levels remained strong with a reported Total
Capital Ratio of 30.3%, well in excess of the Central Bank of
Bahrain's minimum requirement of 12.5%.
Investcorp relies primarily on a mix of secured and unsecured
wholesale funding sources supplemented with deposit funding given
its status as a bank. At FYE16, the company remained within its
targeted co-investment to long-term capital ratio of 1.0x or lower,
such that the entire balance sheet co-investment portfolio is
funded through long-term capital, which Fitch views as appropriate.
The company has also retired more than half of the preference
shares raised in 2009 which improved its fixed charge coverage
ratio, although the pace of repurchases slowed over the course of
FY2016.
Investcorp's 'BB' Long-Term IDR is equalized with its 'bb'
Viability Rating based on Fitch's view of limited likelihood of
sovereign support. This is reflected in the Support Rating of '5'
and the Support Rating Floor of 'No Floor'. The Support Rating of
'5' and the Support Rating Floor of 'No Floor' reflects Fitch's
view that there is no reasonable assumption that sovereign support
will be forthcoming to Investcorp given the lack of a support track
record and the fact that much of Investcorp's activities are
conducted outside of Bahrain.
The affirmation of Investcorp's 'B' Short-Term IDR is based on the
affirmation of Investcorp's Long-Term IDR at 'BB' and maintains the
mapping relationship between Long-Term and Short-Term IDRs as
outlined in Fitch's Global Bank Rating Criteria.
The senior unsecured debt is equalized with Investcorp's IDR
reflecting the expectation of average recovery prospects for the
debt class.
RATING SENSITIVITIES - IDRs, VIABILITY RATINGS, SUPPORT RATINGS,
SUPPORT RATING FLOORS, SENIOR UNSECURED DEBT
Fitch believes Investcorp's ratings are likely limited to the 'BB'
category in the near to intermediate term due to the company's
business model, earnings volatility and balance sheet exposure to
co-investments. The company's deal-by-deal business model could be
a profitability constraint in a period of investment origination
and/or placement activity weakness, while elevated co-investment
exposure introduces balance sheet risk in the event of investment
losses. Post-origination placement may also introduce temporary
balance sheet risk if Investcorp is unable to place investments
with clients.
Fitch views a one-notch upgrade as achievable over the 12-24 month
Outlook horizon provided that Investcorp is able to leverage its
recent strategic partnerships to grow AUM, realize accretive
benefits from the 3i acquisition without integration issues,
navigate the challenging hedge fund environment and demonstrate a
limited impact from continued low oil prices on fundraising. An
increase in the proportion of recurring management fee income and
continued fixed charge coverage improvement would also be viewed
positively.
Should Investcorp be unable to generate sufficient earnings to
cover fixed charges, experience material AUM declines as a result
of hedge fund industry pressures, secondary effects of low oil
prices or otherwise, or experience integration issues as a result
of acquisitions, the Outlook could be revised to Stable and/or
ratings could be downgraded. Materially increased balance sheet
co-investment, increased leverage appetite, or reduced liquidity
resources would also be viewed negatively.
The senior unsecured debt rating is equalized with Investcorp's
IDRs and therefore, would be expected to move in tandem with any
changes to Investcorp's IDRs. Although not expected by Fitch, were
Investcorp to incur material additional secured debt, this could
result in the unsecured debt being rated below Investcorp's IDR.
Investcorp has historically utilized secured funding as a means to
fund its balance sheet co-investments. Given that balance sheet
co-investments are expected to remain stable, as a percent of the
balance sheet, an increase in the magnitude of secured debt is not
envisioned by Fitch.
Investcorp's Support Rating and Support Rating Floor are sensitive
to changes in Fitch's assumptions regarding the likelihood of
extraordinary sovereign support to be extended to Investcorp which
Fitch views as unlikely.
Fitch has affirmed these ratings:
Investcorp Bank B.S.C.
-- Long-Term IDR at 'BB';
-- Short-Term IDR at 'B';
-- Viability Rating at 'bb';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
Investcorp S.A.
-- Long-Term IDR at 'BB';
-- Short-Term IDR at 'B';
-- Senior unsecured debt at 'BB'.
Investcorp Capital Ltd.
-- Long-Term IDR at 'BB';
-- Short-Term IDR at 'B';
-- Senior unsecured debt at 'BB'.
The Rating Outlook has been revised to Positive from Stable.
IRONGATE ENERGY: S&P Lowers CCR to 'D' on Interest Nonpayment
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit and issue-level
ratings on IronGate Energy Services LLC to 'D' from 'CC'. The
recovery rating on the company's senior secured debt remains '4',
indicating S&P's expectation of average (30%-50%, lower end of the
range) recovery in the event of a payment default.
"The downgrade reflects the expiration of the most recent series of
forbearance agreements on Oct. 31, 2016, related to the company's
decision to defer its semiannual interest payment due July 1, 2016,
on its $210 million 11% senior secured notes," said S&P Global
Ratings credit analyst Aaron McLean.
At expiration, bondholders did not receive payment of interest due
and no new forbearance agreements will be issued although the
company continues to negotiate with bondholders at this time.
ISTAR INC: Posts $46.3 Million Net Income for Third Quarter
-----------------------------------------------------------
iStar Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing net income allocable to
common shareholders of $46.29 million on $128.7 million of total
revenues for the three months ended Sept. 30, 2016, compared to a
net loss allocable to common shareholders of $6.07 million on
$120.5 million of total revenues for the three months ended Sept.
30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported net
income allocable to common shareholders of $63.21 million on $370.2
million of total revenues compared to a net loss allocable to
common shareholders of $59.81 million on $342.5 million of total
revenues for the same period last year.
As of Sept. 30, 2016, Istar had $5.23 billion in total assets,
$4.15 billion in total liabilities, $6.60 million in redeemable
non-controlling interests and $1.07 billion in total equity.
At the end of the quarter, iStar had a combined $797.5 million of
unrestricted cash and available capacity on its revolving credit
facility. The Company expects to maintain larger liquidity
balances in anticipation of retiring up to $378.3 million of
remaining convertible bonds due on Nov. 15, 2016. Aside from these
convertible bonds, the Company has an additional $374.7 million of
debt maturities over the next four quarters.
During the quarter, the Company originated $301.1 million of new
investments bringing total originations year to date to $489.4
million. During the quarter, iStar funded a total of $165.5
million associated with new investments, prior financing
commitments and ongoing development across its four segments,
bringing the total fundings year to date to $461.3 million. In
addition, the portfolio generated $262.2 million of repayments and
sales during the quarter, bringing total proceeds received to
$854.5 million year to date.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/lc8xQI
About iStar Inc.
New York-based iStar Inc., formerly known as iStar Financial Inc.
(NYSE: SFI) provides custom-tailored investment capital to high-end
private and corporate owners of real estate, including senior and
mezzanine real estate debt, senior and mezzanine corporate capital,
as well as corporate net lease financing and equity. The Company,
which is taxed as a real estate investment trust, provides
innovative and value added financing solutions to its customers.
iStar Inc. reported a net loss allocable to common shareholders of
$52.7 million on $515 million of total revenues for the year ended
Dec. 31, 2015, compared to a net loss allocable to common
shareholders of $33.7 million on $462 million of total revenues for
the year ended Dec. 31, 2014.
* * *
As reported by the TCR on June 26, 2014, Fitch Ratings had
affirmed the Issuer Default Rating (IDR) of iStar Financial
at 'B'. The 'B' IDR is driven by improvements in the company's
leverage, continued demonstrated access to the capital markets and
new sources of growth capital and material reductions in non-
performing loans (NPLs).
As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.
In October 2012, Moody's Investors Service upgraded the corporate
family rating to 'B2' from 'B3'. The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate. The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.
JAMES SANDBERG: Casillas Buying R Way Trailer for $31K
------------------------------------------------------
James R. Sandberg and Peggy D. Sandberg ask the U.S. Bankruptcy
Court for the District of Nebraska to authorize the sale of 2012 R
Way Trailer, VIN xxxx473 to Florencio Casillas for $31,000.
The trailer is free and clear with no liens on the title held by
the Debtors and no other encumbrances. The Debtors propose to use
these funds to pay most, but not all, of these obligations as the
total exceeds the sale price: (i) payment of 2015 real estate
taxes, $10,024; (ii) payment of 2015 personal property taxes,
$4,306; (iii) payment of 2016 employer payroll withholding taxes to
IRS through 3rd Qtr, $8,372; (iv) payment of 2015 income taxes to
IRS, $8,667; and payment of 2015 income taxes to Nebraska
Department of Revenue, $3,321. All proposed payment may require
payment of additional interest and tax payments may include
penalties.
The Debtors ask the Court to approve the sale of the trailer, and
the use and payment of the sales proceeds as itemized.
The Purchaser can be reached at:
Florencio Casillas
915 9th Street
Scottsbluff, NE 69361
Counsel for the Debtor:
Wayne E. Griffin, Esq.
WAYNE E. GRIFFIN LAW OFFICE
406 North Dewey St., P.O. Box 911
North Platte, NE 69103
Telephone: (308) 534-3526
- and -
Allen L. Fugate, Esq.
210 North Dewey, Box 82
North Platte, NE 69103
Telephone: (308) 534-1950
James R Sandberg and Peggy D Sandberg sought Chapter 11 protection
(Bankr. D. Neb. Case No. 16-41287) on Aug. 21, 2016. The Debtor
tapped Wayne E. Griffin, Esq. at Wayne E. Griffin Law Office as
counsel.
JEJP LLC: Court Grants Exclusivity Extension Thru May 19
--------------------------------------------------------
Judge David R. Jones granted JEJP, LLC, dba Precision Machined
Products exclusivity to file a Chapter 11 Plan through May 19,
2017.
As previously reported by The Troubled Company Reporter, the Debtor
sought an extension of its exclusive periods from November 19, 2016
to May next year. The Debtor noted that although the price of oil
has finally appeared to stabilize in the
range of $50 per barrel and the its customers are beginning to
place orders in such quantities that it can once again be a
profitable entity; it still anticipates that it will take
until March of 2017, before it will not require partner
contributions and experience a positive cash flow.
About JEJP, LLC d/b/a Precision Machined Products
JEJP, LLC dba Precision Machined Products filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 16-33646) on July 22, 2016.
The petition was signed by Paul Williams, chairman. The Debtor is
represented by Julie Mitchell Koenig, Esq., at Cooper & Scully,
PC.
The case is assigned to Judge David R. Jones. The Debtor estimated
assets at $50,000 to $100,000 and liabilities at $1 million to $10
million at the time of the filing.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of JEJP, LLC.
JVJ PHARMACY: Selling All Assets at Public Auction on Dec. 7
------------------------------------------------------------
JVJ Pharmacy, Inc., doing business as University Chemists, asks the
U.S. Bankruptcy Court for the Southern District of New York to
authorize bidding procedures in connection with the sale of
substantially all assets at public auction to be conducted by
Paragon Ventures, LLC.
The Debtor operates a "specialty pharmacy", maintaining contracts
to provide pharmaceutical products to different health care
facilities, including clinics, hospitals, medical practices and
individual physicians.
The Debtor's principal location is its main office located at 74
University Place, New York, New York, in a small office, in
addition to a retail and wholesale operation in the same building.
Previously, Debtor filed a motion with the Court seeking authority
to assume its non-residential real property lease located at the
Premises with N.M.G. Realty Co., under Section 365(a) of the
Bankruptcy Code, which was approved by the Court by entry of Order
on Oct. 7, 2016. That lease expires on its terms on Dec. 31, 2016
and the Debtor has negotiated a new lease if the successful bidder
wishes to assume it. It is not yet know whether the successful
bidder for the property intends on acquiring the Debtor's rights
under the lease of the Premises, and thus, if the lease will be
included in the sale of the property.
The Debtor's primary assets, the Property, consist of its: (i)
inventory, which totals approximately $232,000; (ii) all equipment,
machinery, supplies; (iii) customer list; (iv) an established and
accredited pharmacy operation with tremendous scalability; (v) a
proprietary computerized management system; (vi) clinical expertise
across traditional and specialty pharmacy; and (vii) geographically
desirable market area.
Not included in the sale are the Debtor's (i) accounts receivable
which totals approximately $6,380,000 (less the collectability of a
certain percentage of aged receivables); and (ii), and a pending
action in the New York State Supreme Court, in which the Debtor is
a plaintiff and seeks damages from former employees and a former
business partner in the approximate amount of $5,000,000 (a counter
suit by Defendants may reduce the value of the damage sought by
Debtor) and any and all Chapter 5 causes of action and the Debtor's
cash on hand. At the present time the amount of the Debtor's
secured debt is approximately $4,095,000.
Previously, the Debtor filed a voluntary Chapter 11 petition
("Prior Bankruptcy") with the Court on Nov. 3, 2011, and confirmed
a plan of reorganization on Aug. 6, 2013. Under the terms of the
confirmed plan in the Prior Bankruptcy, the Debtor made substantial
payments to the Secured Creditors which significantly reduced the
amount of the debt secured to the Debtor's assets.
The Debtor entered into a secured loan with PNC Bank, National
Association on Nov. 22, 2010, in the sum of $2,500,000, under a
line of credit and $500,000 under a term loan. In June of 2011,
that line of credit was increased to $3,000,000. In the Prior
Bankruptcy, it was ultimately determined and agreed that PNC holds
a first in priority perfected security interest in the Debtor's
assets, other than certain inventory which Debtor purchases in its
course of doing business, which collateral is secured by purchase
money security interest. Furthermore, under the confirmed plan in
the Prior Bankruptcy, the Debtor obligated itself to pay PNC a
balloon payment in the approximate amount of $2,600,000, plus
interest, due in February 2016.
Prior to the Petition Date, pursuant to that certain loan agreement
dated as of July 20, 2010, between Debtor and Bank of America
("BOA"), which was subsequently assigned to Lakeland Capital West
XXIII, LLC, BOA made available to the Debtor a credit line in the
amount of $1,500,000, to enable the Debtor to purchase inventory
and operate its business. The BOA/Lakeland loan is evidenced by
loan documents and the filing of certain UCC-1 forms.
Lakeland is a first priority and senior secured creditor of JVJ
with respect to certain equipment of JVJ in the amount of $19,500,
as well as being a junior secured creditor on certain property and
an unsecured creditor. The Court previously entered an Order on
Oct. 26, 2016, allowing the Debtor's application to obtain
postpetition financing, whereby Lakeland was paid its secured claim
of $19,500, a result of a sale by Zambri of certain real property
owned solely by Zambri.
Prior to the Petition Date, the Debtor entered into security
agreements with its major vendor, Amerisource. Upon information and
belief, PNC required that these vendors subordinate their security
interests to those of PNC. Amerisource, however, maintains its
security interests in the Debtor's collateral, and further
maintains first in priority security interests in certain of the
Debtor's collateral (product for sale to customers) under purchase
money security agreements.
The last date to timely file a proof of claim in the Debtor's case
was June 3, 2016. A review of the proofs of claim filed in the
Chapter 11 period reflect that: (i) secured claims total
approximately $4,375,993; (ii) priority unsecured claims total
$236,089; (iii) general unsecured claims $4,196,925. Furthermore,
there are approximately $145,255 in undisputed general creditors
included on Schedule F of the Debtor's petition, whom have not
filed proofs of claim, but which must be included for distribution
in the Debtor's liquidating plan. The Debtor anticipates that the
debt will decrease subject to future motion practice, specifically:
(i) the purported secured claim of Amerisource in the amount of
$1,404,316 will be reclassified as a general unsecured claim and
reduced in amount; and (ii) the purported unliquidated general
unsecured claim of Healthnow will be expunged in its entirety. The
Debtor, and its counsel, will hereafter undertake a due diligence
investigation as to these issues and to resolve any potential claim
objections.
In anticipation of the Application, the Debtor previously retained
Paragon as its business broker to sell the Debtor's business as a
going concern, which was approved by the Court by the entry of an
Order on July 11, 2016. Thereafter, Paragon actively marketed the
Property for sale.
The sale of the property was always a condition precedent of
secured lenders for the negotiated consent to allow the Debtor's
use of cash collateral, as memorialized and authorized by the Court
in the myriad Orders approving the Debtor's use of cash collateral.
In point of fact, the Debtor has an affirmative duty to market and
sell the property, and must do so by negotiated dates certain.
While those secured creditors have in no way consented to a
specific sale at a specific price, they have consented to the
concept of a sale of the property and in fact require it.
Paragon, to date, has received at least 4 offers for the purchase
of the Debtor's assets. The Debtor has not determined that any of
the offers are sufficient in amount to warrant that potential
bidder becoming a stalking horse bidder. The Debtor has determined
that the value of the property would best be maximized by allowing
the property to go to auction and allow those prospective buyers
compete at such auction. The Debtor, however, reserves its right
to supplement the application subsequent to the hearing of same
should any potential bidder increase its offer, such that such
bidder would be entitled to the rights and benefits afforded to a
stalking horse bidder, including a potential break-up fee and
overbid protection, as set forth below, all consistent with
sections 363(b), (f), (h), and (m) of the Bankruptcy Code.
The Debtor proposes and asks the Court approval of these bidding
procedures for any third party wishing to submit a bid for the
estate's interest in the property at the Auction Sale to be
conducted by the Trustee's Court appointed broker:
a. Purchased Assets: The primary assets of the Debtor consists
of: (i) inventory, which totals approximately $232,000; (ii) all
equipment, machinery, supplies; (iii) customer list; (iv) an
established and accredited pharmacy operation with tremendous
scalability; (v) a proprietary computerized management system; (vi)
clinical expertise across traditional and specialty pharmacy; and
(vii) geographically desirable market area.
b. Auction: Dec. 7, 2016 at 11:00 a.m. at the offices of the
Debtor's accountant, CBIZ MHM, LLC, 1065 Avenue of the Americas,
New York, New York.
c. Qualifying Bid: In order to be permitted to bid on the
property, prior to the commencement of the sale, each prospective
bidder must register with Paragon, deliver to Paragon the original
signed Terms and Conditions of Sale and a certified check or bank
check in the amount $150,000 made payable to Rosen, Kantrow &
Dillon, PLLC, as attorneys, which amount will serve as a good faith
deposit against payment of the purchase price by such bidder in
the event that such bidder is determined to have made the highest
or best bid.
d. The first bid will be in an amount to be determined by
Debtor. Bidding thereafter will increase in increments of $25,000,
or such amount as determined by the Debtor, in conjunction with
Paragon, in the Debtor's sole discretion.
e. Within 48 hours after conclusion of the sale, the Successful
Bidder will deliver to the Debtor by certified check or bank check
an amount equal to 10% of the successful bid minus the Qualifying
Deposit. The Successful Bidder must close title to the property at
a date that is not more than 14 calendar days after entry of an
Order of the Bankruptcy Court approving the sale.
f. In the event that the Successful Bidder for the property
fails to tender the balance of the Purchase Price on the Closing
Date, or otherwise perform his, her or its obligations under these
Terms and Conditions of Sale, the Debtor, at her sole option, will
immediately negotiate the deposit of the Second Bidder and will be
further authorized to sell the Property to the Second Bidder
without any further notice or approval of the Court, without giving
credit for the Deposit forfeited by the Successful Bidder, and upon
such other terms and conditions as the Debtor deems appropriate.
g. The property is being sold and delivered "as is, where is,"
"with all faults," without any representations, covenants,
guarantees or warranties of any kind or nature whatsoever, and free
and clear of all monetary liens, claims and encumbrances of
whatever kind or nature.
A copy of the bidding procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/JVJ_Pharmacy_106_Sales.pdf
The Debtor believes that the preceding procedures constitute
appropriate bidding procedures under the facts and circumstances of
the case. In order to maximize the benefit to the Estate, Debtor
seeks to implement this reasonably competitive bidding process
given the nature of the proposed transaction. The Debtor maintains
that the procedure is designed to generate a maximum recovery to
the estate while serving to prevent frivolous bidding, and asks
that the Court approve and authorize same.
The Debtor further asks the Court to waive any stay of the
effectiveness of any Order approving the relief sought in the
Motion.
About JVJ Pharmacy Inc.
Headquartered in New York, New York, JVJ Pharmacy Inc. dba
University Chemists filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 16-10508) on March 3, 2016, listing
$6.88
million in total assets and $5.61 million in total liabilities.
The Debtor operates a "specialty pharmacy", maintaining contracts
to provide pharmaceutical products to different health care
facilities, including clinics, hospitalss, medical practices and
individual physicians.
The petition was signed by James F. Zambri, president.
Judge Stuart M. Bernstein presides over the case. Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rose, PLLC, serves as the
Debtor's bankruptcy counsel.
KEMET CORP: Reports Preliminary Fiscal 2017 Second Quarter Results
------------------------------------------------------------------
KEMET Corporation reported preliminary results for its second
fiscal quarter ended Sept. 30, 2016.
Net sales of $187.3 million for the quarter ended Sept. 30, 2016,
increased 1.3% from net sales of $184.9 million for the prior
quarter ended June 30, 2016, and increased 0.6% from net sales of
$186.1 million for the quarter ended Sept. 30, 2015.
The U.S. GAAP net loss was $5.0 million or $0.11 per basic and
diluted share for the quarter ended Sept. 30, 2016. This compares
to a net loss of $12.2 million or $0.26 per basic and diluted share
for the quarter ended June 30, 2016. Financial results for the
current quarter include cost reduction actions resulting in a write
down of long-lived assets of $6.2 million and restructuring charges
of $4.0 million. For the quarter ended Sept. 30, 2015, the Company
reported net income of $7.2 million or $0.14 per diluted share.
The non-U.S. GAAP adjusted net income was $7.0 million or $0.13 per
diluted share for the quarter ended September 30, 2016, an
improvement of $3.7 million compared to non-U.S. GAAP adjusted net
income of $3.3 million or $0.06 per diluted share in the quarter
ended June 30, 2016. For the quarter ended September 30, 2015, the
Company reported non-U.S. GAAP adjusted net income of $4.3 million
or $0.09 per diluted share.
"We continue to meet or exceed our forecast, improve operating
margins, and build our cash balance," stated Per Loof, KEMET's
chief executive officer. "We announced further gross margin
improvement actions this quarter that we expect will help us to
maintain our gross margins at this level or higher. We have
created significant operating leverage and are positioned well in
our market segments and regions," continued Loof.
The net income (loss) for the quarters ended Sept. 30, 2016, June
30, 2016, and Sept. 30, 2015 include various items affecting
comparability as denoted in the U.S. GAAP to Non-U.S. GAAP
reconciliation table included hereafter.
Quiet Period
Beginning Jan. 1, 2017, the Company will observe a quiet period
during which the information provided in this news release and
quarterly report on Form 10-Q will no longer constitute its current
expectations. During the quiet period, this information should be
considered to be historical, applying prior to the quiet period
only and not subject to update by management. The quiet period
will extend until the day when its next quarterly earnings release
is published.
A full-text copy of the press release is available for free at:
https://is.gd/BMSsOR
About KEMET
KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors. KEMET's common stock is listed on the NYSE
under the symbol "KEM."
KEMET reported a net loss of $53.6 million on $735 million of net
sales for the fiscal year ended March 31, 2016, compared with a
net loss of $14.1 million on $823 million of net sales for the
fiscal year ended March 31, 2015.
As of June 30, 2016, Kemet had $671 million in total assets, $583
million in total liabilities and $88.4 million of stockholders'
equity.
* * *
KEMET carries a 'Caa1' corporate family rating, with stable
outlook, from Moody's and a 'B-' issuer credit rating with stable
outlook from Standard and Poor's.
KUAKINI HEALTH: S&P Cuts Rating on Special Purpose Rev. Bonds to B+
-------------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on the Hawaii State
Department of Budget & Finance's special purpose revenue bonds,
issued for the Kuakini Health System to 'B+' from 'BB'. The
outlook is stable. Kuakini operates facilities on the island of
Oahu.
"The downgrade reflects Kuakini's vulnerable enterprise and
financial profiles," said S&P Global Ratings analyst Martin Arrick.
"More specifically the downgrade reflects persistent and widening
operating losses with coverage of maximum annual debt service at
well under 1x, a competitive environment, declining utilization, a
weakening payor mix characterized by a large and growing Medicare
percentage, and dependence on a narrow group of physicians for a
majority of admissions."
The stable outlook reflects the lower rating on Kuakini at this
time combined with an asset sale related boost to unrestricted
reserves which helps stabilize the balance sheet, which S&P expects
will allow adequate levels of routine capital spending over the
near term. Recruitment of a permanent chief financial officer would
also be viewed as an essential step to help maintain the current
rating.
In S&P's view, a lower rating would be likely within the one-year
outlook period if operating losses do not ease as budgeted or if
balance sheet metrics decline, which are not expected given the
benefits of the asset sales.
A positive outlook or upgrade would be possible if operating losses
can be eliminated or sharply reduced combined with a detailed plan
of correction to raise capital expenditures to lower the average
age of plant.
LAST CALL: SSG Capital Acted as Investment Banker in Assets Sale
----------------------------------------------------------------
SSG Capital Advisors, LLC acted as the investment banker to Last
Call Holdings, LLC, in the sale of substantially all of its assets
to an affiliate of Kelly Investment Group. The sale was
effectuated through a Chapter 11 Section 363 process in the U.S.
Bankruptcy Court for the District of Delaware. The transaction
closed in October 2016.
Last Call operates two uniquely positioned and complementary
concepts with successful track records in the social destination
casual dining restaurant space. The Fox & Hound concept, which
includes Bailey's Sports Grille in select markets, offers guests an
energetic and social atmosphere with
state-of-the-art audio visual entertainment, multiple billiards
tables and additional skill games. The Champps concept offers
guests a comfortable atmosphere that promotes social interaction
and is positioned as an energetic, premium sports bar and grill
with an extensive menu of freshly prepared "from scratch" items.
After being acquired out of bankruptcy in early 2014, Last Call
began to implement an operational restructuring plan which included
store remodeling, brand conversions, rationalized menus and
streamlined operations. A revised plan was implemented in Q4 2014,
focused on enhancing the Company's marketing capabilities and
improving four wall performance. After considerable success in
2015, constrained liquidity and slower foot traffic led to a
decline in the Company's performance during the first half of
2016.
In order to continue operations through the slow summer season, the
Company needed to secure additional financing. SSG was retained in
June 2016 to evaluate strategic alternatives and was able to
facilitate a sale of the senior secured debt to Kelly, a strategic
purchaser that was also willing to provide debtor-in-possession
financing. The Company filed for Chapter 11 protection in August
2016. SSG conducted an expedited and comprehensive marketing
process, which generated a competitive environment at the auction
where a bid from Kelly was ultimately deemed the highest and best
offer. SSG's ability to solicit offers in a fast-tracked process
and its experience with Section 363 sale processes enabled the
Company to maximize value while preserving jobs and maintaining the
loyalty of vendors and customers.
Other professionals who worked on the transaction include:
-- Nancy A. Mitchell, Nancy A. Peterman, John D. Elrod, David D.
Cleary, Dennis A. Meloro and Matthew L. Hinker of Greenberg
Traurig, LLP, counsel to Last Call Holdings, LLC;
-- Roy Messing, B. Lee Fletcher, Richard Altman and John L.
Rapisardi of Ankura Consulting Group, Chief Restructuring Officer
and financial advisor to Last Call Holdings, LLC;
-- Jonathan M. Tibus of Alvarez & Marsal, interim CEO and
financial advisor to Last Call Holdings, LLC;
-- Bradford J. Sandler, Jeffrey N. Pomerantz, John W. Lucas,
Colin R. Robinson and Steven W. Golden of Pachulski Stang Ziehl &
Jones LLP, counsel to the Unsecured Creditors Committee;
-- Randall L. Klein, David E. Morrison and Prisca M. Kim of
Goldberg Kohn Ltd., counsel to Kelly Investment Group;
-- Gregory T. Donilon of Pinckney, Weidinger, Urban & Joyce LLC,
counsel to Kelly Investment Group; and
-- Morton R. Branzburg, Domenic E. Pacitti and Michael P.
Rittinger of Klehr Harrison Harvey Branzburg LLP, counsel to the
minority lender to Last Call Holdings, LLC.
About Last Call Guarantor
Headquartered in Dallas, Texas, and with operations in 25 states,
Last Call Guarantor, LLC, et al., own and operate sports bar and
casual family-dining restaurants under three well-recognized
concepts, namely Fox & Hound, Bailey's Sports Grille, and Champps.
They operate 48 Fox & Hound locations, nine Bailey's locations, and
23 Champps locations. They have franchise agreements with five
franchisees for Champps Restaurants. The Company has more than
4,700 full and part-time employees.
On Aug. 10, 2016, each of Last Call Guarantor, LLC, Last Call
Holding Co. I, Inc., Last Call Operating Co. I, Inc., F&H
Restaurants IP, Inc., KS Last Call Inc., Last Call Holding Co. II,
Inc., Last Call Operating Co. II, Inc., Champps Restaurants IP,
Inc. and MD Last Call Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case Nos. 16-11844 to 16-11852). The petitions
were signed by
Roy Messing, the CRO.
Last Call Guarantor estimated assets in the range of $10 million to
$50 million and liabilities of $100 million to $500 million.
Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., Nancy A. Peterman,
Esq., Matthew Hinker, Esq., and John D. Elrod, Esq., at Greenberg
Traurig, LLP, represent the Debtors as counsel.
Judge Kevin Gross is assigned to the cases.
Andrew Vara, acting U.S. trustee for Region 3, on Aug. 23, 2016,
appointed seven creditors of Last Call Guarantor, LLC, et al., to
serve on the official committee of unsecured creditors. The
Committee hired Pachulski Stang Ziehl & Jones LLP, to serve as
counsel.
LEGACY RESERVES: Incurs $9.05 Million Net Loss in Third Quarter
---------------------------------------------------------------
Legacy Reserves LP filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to unitholders of $9.05 million on $83.54 million of
total revenues for the three months ended Sept. 30, 2016, compared
to a net loss attributable to unitholders of $94.82 million on
$89.49 million of total revenues for the three months ended
Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported net
income attributable to unitholders of $35.30 million on $222.8
million of total revenues compared to a net loss attributable to
unitholders of $371.7 million on $258.8 million of total revenues
for the same period last year.
As of Sept. 30, 2016, Legacy Reserves had $1.39 billion in total
assets, $1.51 billion in total liabilities and a total partners'
deficit of $118.95 million.
Paul T. Horne, chairman, president and chief executive officer of
Legacy's general partner commented, "I am proud of the progress we
made in Q2 and over the past several quarters. The difficult macro
environment remains challenging but our team continues to make
meaningful operational improvements. LOE was down 11% from last
quarter and down 3% relative to Q2 2015, which is very impressive,
given the significant increase in our property base from our
acquisition of East Texas properties. We remain incredibly
disciplined with our capital spending. Under our horizontal
development program with TSSP, we have funded $4.1 million of
capital to date and averaged approximately 850 Boe/d of net
production in the quarter. With great asset-level results in that
program, we recently resumed drilling under the first tranche with
a rig running in both Lea County, NM and Howard County, TX.
"Consistent with our view last quarter, we continue to focus on
maintaining liquidity and reducing debt outstanding and therefore
we have no near-term plans to resume our distributions on either
our preferred units or common units. As always, we will continue
to closely watch the market and respond with business objectives
that match accordingly."
Dan Westcott, executive vice president and chief financial officer
of Legacy's general partner commented, "We again improved our
balance sheet this quarter. Year-to-date, our internally generated
free cash flow and $92 million of asset sales has enhanced our
liquidity, reduced future plugging obligations, and improved our
leverage statistics. We've reduced total debt by $272.4 million
and currently have over $100 million of availability under our $630
million borrowing base. Given the volatility of the macro
environment, we continue to review alternatives for the business
including, among others, additional asset sales and new sources of
capital. As noted in the included tables, we've recently added
commodity hedges to mitigate some of the impact of the market
volatility. In the past few months, we increased our 2H 2016 oil
hedges from 29% to 63% of current production and increased 2017
from 10% to 46%. We also increased our 2H 2016 gas hedges from 52%
to 82% of current production and increased 2017 from 49% to 54%.
We continue to monitor further hedge opportunities, and would have
hedged additional volumes, but unfortunately, our banks have been
unwilling to act as counterparty for additional hedges, which we
believe is based on our credit profile and their desire to reduce
exposure to the oil and gas sector. Commodity prices have improved
since our last quarterly report and our internally projected cash
flow has correspondingly increased, but we remain largely exposed
to commodity price volatility. Our plans remain flexible to the
environment in which we operate, and as Paul mentioned, we will
adjust accordingly to position Legacy for success."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/XTa8xk
About Legacy Reserves
Headquartered in Midland, Texas, Legacy Reserves is focused on the
acquisition and development of oil and natural gas properties
primarily located in the Permian Basin, East Texas, Rocky Mountain
and Mid-Continent regions of the United States. The Company's
primary business objective has been to generate stable cash flows
to allow it to make cash distributions to its unitholders and to
support and increase quarterly cash distributions per unit over
time through a combination of acquisitions of new properties and
development of its existing oil and natural gas properties.
Legacy Reserves incurred a net loss attributable to unitholders of
$720.54 million in 2015, a net loss attributable to unitholders of
$295.33 million in 2014 and a net loss attributable to unitholders
of $35.27 million in 2013.
* * *
As of Sept. 30, 2016, S&P Global Ratings said that it lowered its
corporate credit rating on Legacy Reserves L.P. to 'CCC' from 'B-'.
The rating outlook is negative. The downgrade reflects S&P's
expectation that the borrowing base on Legacy's revolving credit
facility could be lowered substantially at its redetermination in
October.
Legacy Reserves carries a Caa3 corporate family rating from Moody's
Investors Service.
LEGEND OIL: Buys Additional $300,000 Debentures
-----------------------------------------------
As previously reported in a Current Report on Form 8-K filed on
Oct. 6, 2016, on Sept. 30, 2016, the Company entered into a
Securities Purchase Agreement with Lorton Finance Company, an
affiliate of Hillair Capital Investments, LP, the Company's
controlling shareholder, pursuant to which it issued a Senior
Secured Debenture Due Sept. 30, 2019, to Lorton in the aggregate
amount of $1,150,000, payable in full on Sept. 30, 2019. The
Debenture bears interest at the rate of 20% per annum, payable
monthly beginning March 31, 2017. Beginning Sept. 30, 2017, the
Company is obligated to make monthly principal payments of $47,920.
The repayment of the Debenture is secured by titles to 19 trucks
owned by subsidiaries of the Company.
On Oct. 27, 2016, pursuant to the mutual agreement of Lorton and
the Company, Lorton purchased an additional $300,000 in principal
amount of the Debentures. Such additional Debenture (i) bears
interest at the same rate and payable on the same dates as the
initial Debenture, (ii) has a first priority security interest in
the assets being acquired in connection with such additional
purchase, and (iii) has principal amortization in the same manner
and on the same dates as principal is amortized under the initial
Debenture, and is otherwise in substantially the form of the
initial Debenture.
In connection with such additional purchase, the Company will issue
Lorton approximately 15 shares of its Series B Convertible
Preferred Stock.
Hillair Transaction
On Oct. 31, 2016, the Company entered into a Securities Purchase
Agreement with Hillair Capital Investments, L.P. pursuant to which
it issued an Original Issue Discount Senior Convertible Debenture
to the Purchaser in the aggregate amount of $440,000, payable in
full on March 1, 2018. The Debenture is convertible into up to
14,666,667 shares of Common Stock at a conversion price of $.03 per
share. The repayment of the Debenture is unsecured.
After taking into account the original issue discount and legal and
diligence fees of $10,000 reimbursed to the Purchaser, the net
proceeds received by the Company was $390,000.
These transactions are exempt from registration subject to Section
4(2) of the Securities Act of 1933, as amended.
About Legend Oil
Alpharetta, Ga.-based Legend Oil and Gas, Ltd., is a crude oil
hauling and trucking company. The Company has principal operations
in the Bakken region of North Dakota. The Company's segments
include Corporate, Trucking and Services. The Company holds
interests in Black Diamond Energy Holdings, LLC (Maxxon). Maxxon
is a trucking and oil and gas services company that operates in
North Dakota. The Company performs hauling services for
institutional drilling and exploration companies, as well as crude
oil marketers.
As of June 30, 2016, Legend Oil had $5.25 million in total assets,
$7.47 million in total liabilities and a total stockholders'
deficit of $2.21 million.
Legend Oil reported a net loss of $14.98 million in 2015 following
a net loss of $2.35 million in 2014.
GBH CPAs, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that Legend Oil and Gas Ltd. has
suffered recurring losses from operations and has a net working
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
LUCAS ENERGY: Extends Maturity of "Rogers" Note Until Jan. 2017
---------------------------------------------------------------
Lucas Energy, Inc. entered into an amendment dated Oct. 31, 2016,
to the Second Amended Letter Loan Agreement and the Second Amended
Promissory Note, both dated Nov. 13, 2014, with Louise H. Rogers,
the Company's senior lender. Pursuant to the Amendment, the
parties agreed to amend the (a) Nov. 13, 2014, Second Amended
Letter Loan Agreement and (b) Nov. 13, 2014, Second Amended
Promissory Note, by extending the maturity date thereunder from
Oct. 31, 2016, to Jan. 31, 2017. The Company also agreed to pay
$9,000 to Rogers and $9,000 to Robertson Global Credit, LLC, the
servicer of the Amended Note, in connection with its entry into the
Amendment.
About Lucas Energy
Based in Houston, Texas, Lucas Energy (NYSE MKT: LEI) --
http://www.lucasenergy.com/-- is a growth-oriented, independent
oil and gas company engaged in the development of crude oil,
natural gas and natural gas liquids in the Hunton formation in
Central Oklahoma in addition to the Austin Chalk and Eagle Ford
formations in South Texas.
Lucas Energy reported a net loss of $25.4 million for the year
ended March 31, 2016, compared to a net loss of $5.12 million for
the year ended March 31, 2015.
As of June 30, 2016, Lucas Energy had $14.7 million in total
assets, $12.9 million in total liabilities and $1.82 million in
total stockholders' equity.
Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended March 31, 2016, citing that the Company has incurred
significant losses from operations and had a working capital
deficit of $9.6 million at March 31, 2015. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
MARIA SPERA: PV Broad Buying Hamilton Township Property for $435K
-----------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Dec. 6, 2016 at
10:00 a.m. to consider Maria Rosa Spera's private sale of the
property known as 3440 South Broad Street, Hamilton Township, New
Jersey to PV Broad Street, LLC for $435,000.
Said parcel contains a block building utilized as a restaurant.
The Debtor listed said property for sale on May 4, 2016 with
Richard Commercial LLC, Realtors, a commercial real estate broker.
An application for retention of Steven Marusky, Realtor with said
broker was filed with the Court on April 15, 2016 and granted May
4, 2016. Thereafter, the subject property was actively marketed
for sale for the listing price of $450,000.
On Oct. 24, 2016, the Debtor negotiated and entered into an
arms-length Purchase and Sale Agreement for the sale of the subject
property to an unrelated third-party, the Purchaser, for the
consideration of $435,000. Accordingly, said amount represents the
aggregate, current value of the parcel of real estate. Other
offers received for the property were for less consideration.
Pursuant to said Agreement, the Buyer has submitted a good faith
deposit of $43,000 to be held in escrow pursuant to Agreement terms
and closing of the sale is conditioned and contingent upon:
a. The Seller obtaining Bankruptcy Court approval of the
transaction and short sale approval from Investors Bank, the first
mortgagee (which has been preliminarily obtained);
b. Successful completion of Purchaser's due diligence
within 60 days of the date the Agreement was fully signed by the
parties;
c. The Purchaser obtaining financing; and
d. Closing to take place on or before the date that is 30
after the expiration of the due diligence period.
A copy of the Agreement attached to the Notice is available for
free at:
http://bankrupt.com/misc/Maria_Spera_59_Sales.pdf
The U.S. Bank-Cust/ BV002 Trst & Crdtrs holds a tax sale
certificate that constitutes a valid lien upon the property and the
Hamilton Township Tax Collector has a valid lien against the
property for real estate taxes and sewer/water charges all totaling
approximating $42,843 plus interest.
Investors Bank has secured first and second mortgages constituting
valid liens against the property totaling $626,413 and $8,548
respectively which it has preliminarily agreed to cancel of record
in consideration of its receipt of the balance of the sale
proceeds. The interests of any remaining creditors alleging
pre-petition secured interests against the Debtor and the subject
property including but not necessarily limited to the State of New
Jersey Division of Taxation, are actually unsecured in
consideration of the fact that the subject property lacks equity to
serve as security for same.
Approval of the present application will enable the Debtor to
payoff the secured obligations secured by the subject property
thereby significantly reducing the Debtor's overall indebtedness
and enhancing the Debtor's ability to propose a viable, Chapter 11
plan of reorganization which will benefit the Debtor's estate and
its other creditors which have interests in this and other estate
property, including a number of secured creditors and the municipal
taxing authority in which the subject estate property is located.
Further, granting the present application will allow the Seller to
satisfy Agreement conditions precedent to sale and the Purchaser to
obtain the benefit of its bargain while permitting the Debtor to
utilize sale proceeds in the best interests of the estate and its
creditors.
The Debtor proposes to convey the property covered by the subject
Agreement following the entry of the Court's order and as soon as
possible in accordance with said Agreement, free and clear of all
liens and encumbrances except as aforesaid.
To the best of the Debtor's knowledge, information and belief,
there will not be any income taxes due from the Debtor as a result
of the sale.
The Debtor proposes to distribute the proceeds of sale as follows:
a. The amount needed to satisfy in full any municipal taxes,
water and/or sewer charges, if any, and tax liens due to the
Township of Hamilton;
b. The amount necessary to satisfy the U.S. Bank-Cust/ BV002
Trst & Crdtrs tax sale certificates plus accrued interest, that
constitutes a valid lien upon the property;
c. The balance of sale proceeds to Investors Bank for release
and discharge of all its liens against the property subject to the
Agreement; and
d. The costs of sale and expenses commonly associated with the
sale of real property in New Jersey, including, but not necessarily
limited to, realty transfer fees, statutory lien cancellation fees,
real estate broker's commissions and special counsel attorney fees
in accordance with the Notice of Private Sale.
Pursuant to an exclusive listing agreement, a real estate
commission in the amount of $23,925 (5.5% of the selling price) is
due to Richardson Commercial.
Counsel for the Debtor:
Scott E. Kaplan, Esq.
LAW OFFICES OF SCOTT E. KAPLAN, LLC
12 N. Main Street, P. O. Box 157,
Allentown, NJ 08501
Telephone: (609) 259-1112
Maria Rosa Spera sought Chapter 11 protection (Bankr. D.N.J. Case
No. 16-14254) on July 25, 2016.
MAUI LAND: Posts $2.47 Million Net Income for Third Quarter
-----------------------------------------------------------
Maui Land & Pineapple Company, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $2.47 million on $6.06 million of total operating
revenues for the three months ended Sept. 30, 2016, compared to net
income of $9.66 million on $14.48 million of total operating
revenues for the three months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported net
income of $14.39 million on $27.01 million of total operating
revenues compared to net income of $7.73 million on $20.03 million
of total operating revenues for the nine months ended Sept. 30,
2015.
As of Sept. 30, 2016, Maui Land had $44.64 million in total assets,
$39.30 million in total liabilities and $5.33 million in total
stockholders' equity.
On Aug. 5, 2016, the Company refinanced its $26.4 million of
outstanding bank loans under a $27 million revolving credit
facility with First Hawaiian Bank. The Credit Facility matures on
Dec. 31, 2019, and provides for two optional one-year extension
periods. The Company has pledged a significant portion of its real
estate holdings as collateral for borrowings under the Credit
Facility, limiting our ability to borrow additional funds.
The Credit Facility includes covenants requiring among other
things, an initial minimum liquidity (as defined) of $0.5 million,
a maximum of $45 million in total liabilities, and a limitation on
new indebtedness.
"If we are unable to meet our covenants, borrowings under the
Credit Facility may become immediately due, and we would not have
sufficient liquidity to repay such outstanding borrowings.
"Net proceeds from the sale of any real estate assets pledged as
collateral under the Credit Facility are required to be repaid
toward outstanding borrowings and will permanently reduce the
revolving commitment amount, limiting the available drawing
capacity for future working capital purposes.
"We believe we are in compliance with the covenants under our
Credit Facility."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/VsELTP
About Maui Land & Pineapple Co.
Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate. The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.
Maui Land reported net income of $17.6 million on $33 million of
total operating revenues for the year ended Dec. 31, 2014, compared
with a net loss of $1.16 million on $15.2 million of total
operating revenues in 2013.
Accuity LLP, in Honolulu, Hawaii, issued a "going concern"
qualification in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2014.
MBAC FERTILIZER: Implements Plan of Compromise Under CCAA
---------------------------------------------------------
MBAC Fertilizer Corp. on Oct. 28, 2016, announced the completion of
the Canadian portion of its previously announced recapitalization
transaction (the "Recapitalization") pursuant to an amended and
restated plan of compromise and arrangement (the "CCAA Plan") under
the Companies' Creditors Arrangement Act (Canada) (the "CCAA")
dated September 14, 2016. As previously announced, the CCAA Plan
was approved by affected unsecured creditors of the Company that
voted, in person or by proxy, at a meeting held on September 20,
2016. The Ontario Superior Court of Justice (Commercial List) (the
"Court") granted an order approving the CCAA Plan on October 3,
2016. In combination with the CCAA Plan, MBAC and certain
affiliates implemented a concurrent plan of arrangement under the
Canada Business Corporations Act (the "CBCA Plan" and together with
the CCAA Plan, the "Plan").
Implementation of the Plan will result in a number of benefits to
the Company, including, among other things, a significant reduction
of the Company's debt and improved financial flexibility for the
Company.
Additional information regarding MBAC's CCAA proceedings is
available on the website established by Ernst & Young Inc., in its
capacity as court-appointed monitor, at http://www.ey.com/ca/mbac.
Effect of the Plan
The working capital and operational requirements of MBAC and its
subsidiaries prior to and during the CCAA process were funded by
secured interim financing (the "Interim Financing") provided by
Zaff LLC (the "Plan Sponsor") pursuant to secured promissory notes
and pursuant to a DIP term sheet that was approved by the Court on
August 4, 2016. The Interim Financing in an aggregate principal
amount of approximately U.S.$11.4 million was advanced by the Plan
Sponsor in connection with the implementation of the Plan and the
Brazilian Proceedings (as defined below).
Prior to the implementation of the Plan, the Plan Sponsor was the
owner of substantially all outstanding secured and guaranteed
funded debt of the Company and its Brazilian subsidiaries (other
than guaranteed debts owing to Banco Modal S.A.) as well as certain
outstanding unsecured debts of the Company and the Company's
Brazilian subsidiaries that were not guaranteed by the Company
(collectively, the "Acquired Debt"), which claims, together with
the claims of other creditors of MBAC and its subsidiaries, were
compromised through the CCAA Plan or are anticipated to be
comprised through the Brazilian Plan (as defined below).
As a result of the implementation of the Plan:
-- MBAC completed a vertical amalgamation with two wholly-owned
subsidiaries. The resulting entity ("MBAC Amalco") is named "MBAC
Fertilizer Corp.".
-- Common shares of MBAC Amalco ("Common Shares") issued and
outstanding immediately prior to the implementation of the Plan
were consolidated at a ratio of one (1) post-consolidation Common
Share for each 100 pre-consolidation Common Shares (the
"Consolidation"). Any fractional Common Shares resulting from the
Consolidation were rounded down to the next whole share without any
additional compensation thereof. As a result of the Consolidation
and the other steps described below, holders of such shares
represent approximately 3.48% of the equity of MBAC Amalco in the
aggregate. A letter of transmittal with respect to the
Consolidation will be mailed to affected shareholders which letter
sets out instructions as to how registered shareholders can receive
certificates representing post-Consolidation Common Shares.
-- MBAC Amalco continued under the laws of the Cayman Islands.
-- The Plan Sponsor transferred to MBAC Amalco its indirect
interest in approximately U.S.$237 million of secured and unsecured
debt plus accrued interest owing by the Brazilian subsidiaries of
MBAC to the Plan Sponsor or its affiliates, in exchange for
34,291,400 Common Shares.
-- The Plan Sponsor transferred to MBAC Amalco its indirect
interest in (i) GB Minerals Ltd., a TSX Venture Exchange (the
"TSXV") listed phosphate exploration company; and (ii) Stonegate
Agricom Ltd., a TSX listed phosphate exploration company, in
exchange for an aggregate of 9,569,760 Common Shares.
-- The Plan Sponsor settled the Interim Financing, as well as
the funding provided by the Plan Sponsor to satisfy cash
distributions under the Plan in the amount of approximately
C$700,000, in exchange for 6,012,986 Common Shares.
-- Certain unsecured creditors of MBAC elected to receive 5.5%
of their claim in cash, or payment of their claim in full up to
C$10,000.
-- Certain unsecured creditors of MBAC received a combination of
Common Shares and restructured debt of MBAC Amalco, in the form of
debentures ("Debentures"). Debentures mature in ten (10) years
and, with respect to the principal amount thereof only, are
convertible into Common Shares at a price per share equal to the
greater of: (i) C$25.00; and (ii) if applicable, the closing market
price of Common Shares on the TSXV for the most recent trading day
preceding the eleventh business day following the date on which
Common Shares commence trading on the TSXV, subject to TSXV
approval. An aggregate of 463,826 Common Shares and C$3,691,217.81
in principal amount of Debentures were issued to such unsecured
creditors. Assuming a conversion price of C$25.00 per Common
Share, an additional 147,648 Common Shares are issuable on
conversion of the Debentures.
As a result of the implementation of the Plan, there are currently
52,154,038 Common Shares issued and outstanding of which 50,198,869
Common Shares, representing 96.25% of the issued and outstanding
Common Shares (on an undiluted basis), are beneficially owned, or
controlled or directed, directly or indirectly, by the Plan
Sponsor. In addition, assuming full conversion of the Debentures,
there would be 52,301,686 Common Shares issued and outstanding.
The Brazilian Proceedings
In connection with the Recapitalization, certain of MBAC's
subsidiaries, including its primary operating subsidiary in Brazil,
Itafos Mineracao S.A., as well as MBAC Fertilizantes S.A. and MBAC
Desenvolvimento S.A. (collectively, the "Brazilian Restructuring
Entities") commenced parallel extrajudicial restructuring
proceedings under applicable restructuring laws in Brazil (the
"Brazilian Proceedings") seeking to implement a reorganization plan
(the "Brazilian Plan") entered into by and among MBAC, the
Brazilian Restructuring Entities, the Plan Sponsor and its
affiliates, and Alpha Fundo de Investimento em Participacoes. MBAC
is an intervener in the Brazilian Proceedings.
On May 16, 2016, the Brazilian Court issued a decision which, among
other things, granted a 180 day stay period and directed the
publication of a public announcement to notify the Brazilian
Restructuring Entities' unsecured creditors of the deadline to
object to the Brazilian Proceedings. Certain objections were filed
in connection with the Brazilian Proceedings and were rejected by
the Brazilian Court, which confirmed the Brazilian Plan.
Generally, and pursuant to applicable bankruptcy laws in Brazil,
such appeals neither stay the proceedings nor prevent the
implementation of the Brazilian Plan. It is anticipated that the
Brazilian Plan will be implemented in the fourth quarter of 2016.
As a result of the Brazilian Proceedings, certain unsecured
creditors of the Brazilian Restructuring Entities will receive
either a combination of (i) restructured debt ("Brazilian
Debentures") of the respective Brazilian Restructuring Entity; and
(ii) warrants of the respective Brazilian Restructuring Entity
("Warrants") or, in the alternative, cash. Brazilian Debentures
and Warrants are exercisable into preferred shares of the
applicable Brazilian Restructuring Entity, which preferred shares
may then be exchanged for up to 1,074,965 Common Shares.
Information Concerning MBAC Amalco Following Implementation of the
Plan
Pursuant to the Plan, all existing options issued under MBAC's
stock option plan were cancelled and the stock option plan was
amended in accordance with the rules of the TSXV to, among other
things, provide for restrictions on the issuance of options to
certain categories of persons. Additionally, new plans were
established to provide for the issuance of deferred share units and
restricted share units, respectively. Options may be issued to
specified officers and members of management of MBAC Amalco and its
affiliates for up to 5% of the issued and outstanding Common Shares
at an exercise price based upon the market price of Common Shares
ten (10) business days after Common Shares commence trading on the
TSXV.
Directors and Senior Management of MBAC
The board of directors of MBAC Amalco was reconstituted in
connection with the implementation of the Plan so as to be
initially comprised of five (5) directors.
Set out below are biographies of the directors and executive
officers of MBAC Amalco:
-- Brent de Jong (Chairman of the Board of Directors): Mr. de
Jong is a Partner at Castlelake, responsible for the firm's
investments in emerging markets. He joined Castlelake in 2016 with
over 18 years of investment experience, having worked on more than
200 investments across 43 countries. Over the course of his
career, Mr. de Jong has developed a broad range of expertise in
emerging markets in a variety of sectors, including: energy,
telecom, financial, natural resources, real estate, and
transportation. Prior to joining Castlelake, Mr. de Jong was the
chief executive officer of Zaff Capital LP, a private equity and
real estate investment firm specializing in distressed investments
and emerging markets. During his time at Zaff, Mr. de Jong also
served as an executive board member of RA Holdco, which emerged
from the reorganization of Arcapita, a Bharaini investment bank,
and was the first Sharia compliant bankruptcy in the US. Prior to
joining Zaff, Mr. de Jong was the lead investment professional with
Ashmore Investment Management for special situations and
infrastructure investments and served on the firm's investment
committee. During his time at Ashmore, Mr. de Jong founded and was
seconded to AEI, a U.S.$10 billion emerging market energy
infrastructure company, and served as the chief executive officer
and vice chairman of the board of directors and focused on
strategy and development. Earlier in his career, Mr. de Jong
worked at JPMorgan's financial institutions group in London and
JPMorgan's structured finance group in New York. Mr. de Jong
received a Bachelor of Arts from Georgetown University in
economics. Mr. de Jong currently serves as an executive director
at Agria Corporation, a NYSE listed company with assets primarily
in New Zealand, and a board member of several other organizations
in the investment, mining and non-profit sectors. Mr. de Jong is a
current director of GB Minerals Ltd., a TSXV-listed issuer, and has
previously acted as a director of Connacher Oil and Gas Limited
(TSX) and Largo Resources Ltd. (TSX).
-- Anthony Cina (Director): Mr. Cina previously held the title
of Vice President, Finance and Chief Financial Officer of the
Company from June 2009 through June 2012, and has over 25 years'
experience in accounting, finance and tax-related matters. Mr.
Cina presently consults mining enterprises on finance, tax and
transaction-related matters. He has recently been involved in
several mergers and acquisitions, operations optimization and asset
and debt restructuring transactions and has particular experience
and expertise in mining in Brazil. Mr. Cina is Chartered
Accountant and Chartered Professional Accountant and was recently
awarded the ICD.D designation from the Institute of Corporate
Directors. He holds a Bachelor of Commerce degree from the
University of Toronto.
-- Antenor F. Silva, Jr. (Director): Mr. Silva previously served
as Chief Executive Officer and Vice-Chairman of the Company.
Previously, Mr. Silva served as Chief Operating Officer of Yamana
Gold Inc. from July 2003 to May 2007 and as President from May 2007
until his retirement from such position in September 2009. Mr.
Silva has approximately 45 years of experience in the mining and
chemical industries and has provided technical consultation and
training in development, construction,
start-up, operation, strategic planning and productivity for
various mining and industrial companies. During this time, Mr.
Silva was instrumental in researching and developing metallurgical
processes and engineering for mill plants in mining projects in
Brazil, South and Central America and implementing metallurgical
processes which contributed to the development of mines in Tunisia
and Togo Africa.
Mr. Silva also helped to develop an innovative metallurgical
process that permitted the concentration of lower grade phosphate
rock into a high grade concentrate. Mr. Silva has gained
significant experience in senior management at various engineering,
mining, and chemical companies. Prior to joining Yamana Gold Inc.,
Mr. Silva acted as Chief Operating Officer of Santa Elina Mines
Company. Mr. Silva has also served as a director on the boards of
engineering, mining and aluminum extrusion companies. Mr. Silva
holds a Bachelor of Science degree in Mining and Metallurgical
Engineering from the Universidade do Estado de Sao Paulo in Sao
Paulo, Brazil.
-- Leonardo Marques da Silva (Director): Mr. da Silva has
extensive experience in agriculture, fertilizers, sales and
distribution. Mr. da Silva acquired and was responsible for the
exploration and development of the Itafos mine from 2003 until
2008, following which he became a director of a subsidiary of the
Company as part of the acquisition of Itafos by the Company. Prior
to joining Itafos, he was a partner and director of a medium-sized
soft drink manufacturer with five plants in central and
north-eastern Brazil. Prior to that, Mr. da Silva was a partner
and Chief Executive Officer of a sand and stone producer for civil
construction with headquarters in Brasilia DF.
-- Cristiano Melcher (Director and Chief Executive Officer): Mr.
Melcher is an experienced senior executive in the resource,
fertilizer and chemical sectors, primarily in Brazil. Prior to
joining MBAC, Mr. Melcher was the Chief Executive Officer of
Fosbrasil, the leading purified phosphoric acid producer in South
America. Prior to Fosbrasil, Mr. Melcher had a successful career
with the Anglo American PLC ("Anglo") organization where he was
Executive Director and board member of Copebras, a leading
Brazilian phosphate fertilizer producer owned at the time by Anglo.
Mr. Melcher also held a number of other positions within the Anglo
organization including Head of Marketing, Strategy, Business
Development and Asset Optimization for Phosphates, Nickel and
Niobium, Head of the Phosphate and Niobium Business Unit and Vice
President Corporate Finance. Mr. Melcher is also a board member of
important industry sector associations including SINPRIFERT
(Association of Fertilizer Producing Companies). Mr. Melcher
graduated with a degree in Industrial Engineering from the Escola
Politecnica da Universidade de Sao Paulo and obtained his Master of
Business Administration from INSEAD, France.
-- Brian Zatarain (Chief Financial Officer and Corporate
Secretary): Mr. Zatarain is a senior executive with over nineteen
years of hands-on and diverse corporate and business development,
finance and investment management experience. Prior to joining
MBAC, he co-founded Zaff Capital and was a managing director where
he was responsible for investment origination, due diligence,
structuring, financing, documentation, negotiation and exit
strategy execution. Prior to Zaff Capital,
Mr. Zatarain was an executive vice president at AEI where he
chaired the investment committee and was responsible for corporate
and business development, strategy, and enterprise risk management.
Before joining AEI, Mr. Zatarain worked in the international
business development and asset management group at Enron Corp. and
was a key member of the team that created and executed the equity
spin-off exit strategy of Enron Corp.'s international businesses
through the formation of Prisma Energy, which was subsequently sold
to AEI. Prior to Enron Corp., he worked at Coastal Corp.
supporting the execution of its international energy infrastructure
acquisition and greenfield development strategy.
Mr. Zatarain has served as a director on the boards of directors of
multiple power generation, power distribution, gas transportation,
and gas distribution companies, including publicly listed power and
gas utilities and an energy infrastructure fund and is currently a
director of Stonegate Agricom Ltd. and an advisor to various public
and private companies. Mr. Zatarain holds a Bachelor of Arts in
economics from the University of Texas and a Master of Business
Administration from Duke University.
Rafael Rangel, the interim Chief Financial Officer of the Company
prior to the implementation to the Plan, will continue to provide
accounting and financial services to the Company through the Plan
Sponsor.
"The finalization of the restructuring process and expansion of the
Company's global footprint through the contribution of additional
high quality phosphate projects positions the Company with a strong
balance sheet and compelling near-term growth opportunity," stated
Brent de Jong, a director of MBAC Amalco and a principal of the
Plan Sponsor.
Listing of Common Shares
Common Shares were delisted from the Toronto Stock Exchange
effective at the close of market on July 11, 2016 and listed on the
TSXV at the opening of markets on July 12, 2016. Trading in Common
Shares has been suspended since April 5, 2016, on which date the
Company announced the Recapitalization, and will remain suspended
until the Company satisfies certain conditions of the TSXV. The
Company expects to satisfy the TSXV listing conditions and for
trading to commence as soon as possible.
About MBAC
MBAC -- http://www.mbacfert.com/-- is focused on becoming a
significant integrated producer of phosphate fertilizers and
related products in the Brazilian market. MBAC has an experienced
team with significant experience in the business of fertilizer
operations, management, marketing and finance within Brazil. MBAC
owns and operates the Itafos Arraias SSP Operations, which consists
of an integrated fertilizer producing facility comprised of a
phosphate mine, a mill, a beneficiation plant, a sulphuric acid
plant, an SSP plant and a granulation plant and related
infrastructure located in central Brazil ("Itafos Operations").
The Itafos Operations are estimated to have production capacity of
approximately 500,000 tonnes of SSP per annum. MBAC's exploration
portfolio includes a number of additional exciting projects, which
are also located in Brazil. The Santana Phosphate Project is a
high-grade phosphate deposit located in close proximity to the
largest fertilizer market of Mato Grosso State and animal feed
market of Para State.
MBAC FERTILIZER: Zaff Acquires Common Shares Under CCAA Plan
------------------------------------------------------------
Zaff LLC on Oct. 28, 2016, disclosed that it has acquired ownership
of and control over 50,198,869 common shares (Acquired Shares) of
MBAC Fertilizer Corp. (MBAC) pursuant to the implementation of a
plan of compromise and arrangement under the Companies' Creditors
Arrangement Act (Canada) (the Restructuring). The Restructuring
included a consolidation of MBAC's previously issued and
outstanding common shares (Common Shares) on the basis of one new
Common Share for every 100 existing Common Shares (the
Consolidation).
The Acquired Shares were acquired by Zaff under the Restructuring:
(a) in exchange for (i) Zaff's indirect interest in over US$237
million of secured and unsecured debt plus accrued interest owing
by operating subsidiaries of MBAC to Zaff or its affiliates; and
(ii) Zaff's indirect interest in GB Minerals Ltd. (a TSX Venture
Exchange listed phosphate exploration company) and Stonegate
Agricom Ltd. (a TSX listed phosphate exploration company); (b) as
its proportion of a pool of Common Shares issued to unsecured
creditors of MBAC in exchange for certain unsecured claims against
MBAC; and (c) in settlement of secured interim financing provided
by Zaff.
Prior to the Restructuring, Zaff had no direct or indirect
ownership of or control over Common Shares.
Following the Restructuring, Zaff has direct or indirect ownership
of and control over 50,198,869 Common Shares, representing
approximately 96.25% of the issued and outstanding Common Shares
(on an undiluted basis).
Zaff may take actions in the future in respect of its holdings in
MBAC based on the then existing facts and circumstances, which
actions could include, without limitation, acquisitions or
dispositions of shares, whether in the open market, by privately
negotiated agreement or otherwise, or in connection with a
strategic transaction with MBAC.
The registered office of MBAC is located at P.O. Box 309, Ugland
House, Grand Cayman, Cayman Islands, KY1-1104
About MBAC
MBAC -- http://www.mbacfert.com/-- is focused on becoming a
significant integrated producer of phosphate fertilizers and
related products in the Brazilian market. MBAC has an experienced
team with significant experience in the business of fertilizer
operations, management, marketing and finance within Brazil. MBAC
owns and operates the Itafos Arraias SSP Operations, which consists
of an integrated fertilizer producing facility comprised of a
phosphate mine, a mill, a beneficiation plant, a sulphuric acid
plant, an SSP plant and a granulation plant and related
infrastructure located in central Brazil ("Itafos Operations").
The Itafos Operations are estimated to have production capacity of
approximately 500,000 tonnes of SSP per annum. MBAC's exploration
portfolio includes a number of additional exciting projects, which
are also located in Brazil. The Santana Phosphate Project is a
high-grade phosphate deposit located in close proximity to the
largest fertilizer market of Mato Grosso State and animal feed
market of Para State.
MEDITE CANCER: Names David Patterson as Chief Executive Officer
---------------------------------------------------------------
MEDITE Cancer Diagnostics, Inc., announced the following
appointments effective immediately:
-- David Patterson as chief executive officer
-- Michael Ott as chairman of MEDITE Cancer Diagnostics, Inc.
and CEO of MEDITE GmbH, Germany, the wholly owned subsidiary
-- Michaela Ott as chief operating officer
David Patterson, age 66, a former executive vice president
specializing in corporate development, marketing and strategy
during his 30 year career with Cigna, Phillips Health care and
other companies, will become the chief executive officer of MEDITE
Cancer Diagnostics, Inc.
"MEDITE has worked with David in his role as an independent
consultant since November 2015. We believe David's past results
and experience can assist MEDITE in building the infrastructure for
substantial growth of United States sales which currently is
approximately 5% of overall sales. We also believe David's
international knowledge, experience and contacts will be important
factors involving the launch of our new products," says Michaela
Ott, chief operating officer and former CEO of the Company.
"As CEO of the Company's wholly owned subsidiary, I look forward in
assisting David implement the Company's plans and strategy
worldwide with the assistance of our German operations," says
Michael Ott, chairman of MEDITE Cancer Diagnostics, Inc. and CEO of
the German subsidiary, MEDITE GmbH. "I am truly excited about the
future of the company as we look to substantially grow United
States sales and launch our new world class products worldwide as
more efficient and cost effective solutions in the detection of
cancer and cancer related diseases. I also look forward to working
with the talented and dedicated people of MEDITE," says David
Patterson the new CEO of MEDITE Cancer Diagnostics, Inc.
Michaela Ott resigned as chief executive officer and as chief
operating officer. Robert McCullough, Jr. also resigned as
chairman of the Board of MEDITE Cancer Diagnostics, Inc. McCullough
will remain as chief financial officer. All three will remain on
the Board of Directors with respect to their positions.
On October 26, 2016, the Board of Directors (the “Board”) of
MEDITE Cancer Diagnostics, Inc. (the “Company”) held a meeting
whereby it accepted the resignation of Michaela Ott as Chief
Executive Officer of the Company, effective immediately.
Further, the Board also accepted the resignation of Michael Ott as
Chief Operating Officer of the Company, effective immediately. Mr.
Ott shall remain the Chief Executive Officer of the Company’s
wholly owned subsidiaries, MEDITE Enterprises, Inc., and MEDITE
GmbH.
Pursuant to Mr. Patterson's executive employment agreement with the
Company, the commencement date of Mr. Patterson's appointment will
be Oct. 31, 2016. He will receive an annual base salary of
$120,000. He will also be granted 250,000 restricted shares of the
Company's common stock. The Shares will vest in three equal
installments on each of the first three annual anniversary dates of
Mr. Patterson's appointment, so long as he remains employed by the
Company through each such vesting date. Mr. Patterson will also be
entitled to annual performance bonuses, benefits and vacation in
accordance with the Company's current policy.
About MEDITE Cancer Diagnostics, Inc.
MEDITE Cancer Diagnostics Inc., is a Delaware registered company
consisting of wholly-own MEDITE GmbH a Germany-based company with
its subsidiaries. On April 3, 2014, MEDITE was acquired by former
CytoCore, Inc. a biomolecular diagnostics company engaged in the
design, development, and commercialization of cost-effective cancer
screening systems and Biomarkers to assist in the early detection
of cancer. By acquiring MEDITE the company changed from solely
research operations to an operating company with a well-developed
infrastructure, 78 employees in four countries, a distribution
network to about 70 countries worldwide, a well-known and
established brand name and a wide range of products for anatomic
pathology, histology and cytology laboratories.
Medite reported a net loss available to common stockholders of
$937,000 for the year ended Dec. 31, 2015, compared to a net loss
available to common stockholders of $808,000 for the year ended
Dec. 31, 2014.
As of June 30, 2016, the Company had $18.73 million in total
assets, $9.84 million in total liabilities and $8.89 million in
total stockholders' equity.
"At June 30, 2016, the Company's cash balance was $145,000 and its
operating losses for the year ended December 31, 2015 and for the
six months ended June 30, 2016 have used most of the Company's
liquid assets and the negative working capital has grown by
approximately $.9 million from December 31, 2015 to June 30, 2016.
Consequently, there is substantial doubt about our ability to
continue as a going concern. The Company believes some portion of
the liabilities with employees will be settled in stock," the
Company said in its quarterly report for the period ended June 30,
2016.
MICHAEL BUDDE: Dec. 15 Joint Plan, Disclosure Statement Hearing
---------------------------------------------------------------
Michael Budde and Janice Budde filed with the U.S. Bankruptcy Court
for the Western District of Missouri a plan of reorganization and
accompanying disclosure statement.
The allowed claims of creditors holding unsecured, non-priority
claims against Debtors (Class 2) total $46,704.70 and are made up
of the following:
Missouri Dept. of Revenue $671.15
Internal Revenue Service $46,033.55
The Debtors will make monthly payments toward Class 2 in the amount
of their disposable income from joint assets on the 20th day of
each month, commencing on the 20th day of the month in which the
Plan is confirmed if the order confirming the Plan becomes a Final
Order prior to the 20th day of the month, and commencing on the 5th
day of the following month if the Plan is confirmed subsequent to
the 20th day of the month. Class 2 claims will be paid by Debtors
pro-rata in a sum of at least as much as said creditors would
receive had this case been filed as a case under Chapter 7 of the
Code and will receive distributions on their claims for a period of
60 months from the Effective Date of the Plan from the Distribution
Account in the amount of Mike’s disposable income. The pro-rata
payments to a creditor in this class will be determined by
multiplying the Available Class 2 Funds by the fraction having the
unpaid balance of the corresponding Creditor's claim divided by the
total unpaid balance of all claims in this Class. There is no
guaranty that there will be any Available Class 2 Funds in a
particular month or that any distribution will be made. Interest
at the rate of 2.9% per annum will be paid on any outstanding
balances existing more than 90 days following the date of the Final
Order. The balance of the claims in Class 2, which are not paid
from Class 2 Funds prior to the 5th anniversary of the confirmation
of the Plan will be paid not later than the 5th anniversary of the
confirmation of the Plan from joint assets of the Estate.
Class 3 consists of general unsecured claims of the individual
debtors:
Unifund Corporation $11,202.15
Discover Bank $8,768.55
Mike will make annual payments toward Class 3 in the amount of his
individual disposable income, commencing no later than the first
anniversary of the confirmation of the Plan and no later than each
subsequent anniversary until the fifth anniversary of the
confirmation of the Plan.
Janice is not committing to make any payments from joint or
individual income on Mike's individual Allowed Claims. Class 3
claims will be paid by Mike pro-rata in a sum of at least as much
as said creditors would receive had this case been filed as a case
under Chapter 7 of the Code and will receive distributions on their
claims for a period of 60 months from the Effective Date of the
Plan from the Distribution Account in the amount of Mike's
disposable income. The pro-rata payments to a creditor in this
class will be determined by multiplying the Available Class 3 Funds
by the fraction having the unpaid balance of the corresponding
Creditor’s claim divided by the total unpaid balance of all
claims in this Class. There is no guaranty that there will be any
Available Class 3 Funds in a particular year or that any
distribution will be made.
Mike is a retired real estate developer; Janice retired from the
public school system. The Debtors' assets consist of their home
and attendant farm ground, vacant land, farm equipment, personal
motor vehicles, household furnishings and personal effects and
cash. The Debtors will fund the payments under the Plan from
disposable income.
Dec. 15 Plan Confirmation Hearing
U.S. Bankruptcy Judge Dennis R. Dow issued conditional approval of
the Disclosure Statement and the disclosure and confirmation
hearings will be combined.
Judge Dow will convene a hearing on December 15, 2016, at 9:00
a.m., to consider final approval of the disclosure statement, (if a
written objection has been timely filed), and for the hearing on
confirmation of the plan and related matters.
December 7 is the deadline for filing with the Court objections to
the disclosure statement or plan confirmation; and submitting to
counsel for the plan proponent ballots accepting or rejecting the
plan.
A full-text copy of the Disclosure Statement dated October 28,
2016, is available at:
http://bankrupt.com/misc/mowb15-21089-98.pdf
The Debtors are represented by:
Daniel S. Simon, Esq.
EVANS & DIXON, L.L.C.
501 Cherry Street, Suite 200
Columbia, MO 65201
Tel: (573) 256-8989
Fax: (573) 256-5044
Email: dsimon@evans-dixon.com
Michael Budde and Janice Budde filed a Chapter 11 petition (Bankr.
W.D. Mo. Case No. 15-21089) on November 27, 2015.
MICROVISION INC: Incurs $4.07 Million Net Loss in Third Quarter
---------------------------------------------------------------
MicroVision, Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $4.07
million on $4 million of total revenue for the three months ended
Sept. 30, 2016, compared to a net loss of $3.51 million on $2.39
million of total revenue for the three months ended Sept. 30,
2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $11.10 million on $11.85 million of total revenue
compared to a net loss of $10.24 million on $7.34 million of total
revenue for the same period last year.
As of Sept. 30, 2016, MicroVision had $11.90 million in total
assets, $13.20 million in total liabilities and a total
shareholders' deficit of $1.29 million.
In the third quarter, the Company made significant progress in its
efforts to advance its technology for light detection and ranging
(LiDAR) 3D sensing and augmented reality (AR) applications with the
signing of development agreements with two world leading technology
companies. The combined value of the contracts is nearly $1
million and both are expected to be completed in 2017. Each
engagement will deliver proof of concept demonstrators, one for
LiDAR 3D sensing for advanced driver assistance systems (ADAS) and
autonomous vehicles and the other for an AR display.
As of Sept. 30, 2016, backlog was $2.3 million. The company
expects to fulfill approximately $1.4 million of this backlog in
the fourth quarter of 2016 and the remainder in 2017. Cash and
cash equivalents at Sept. 30, 2016, were $5.8 million. Although,
as indicated by the backlog, the company does not currently have
commitments that would generate additional product revenue in the
first quarter of 2017, MicroVision has ongoing discussions with
multiple parties aimed at building its pipeline for licensing,
component sales, engine sales and contract revenue.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/SujYbS
About MicroVision
Redmond, Washington-based MicroVision, Inc., is developing its
PicoP(R) display technology that can be adopted by its customers to
create high-resolution miniature laser display and imaging modules.
This PicoP display technology incorporates the company's patented
expertise in two-dimensional Micro-Electrical Mechanical Systems
(MEMS), lasers, optics and electronics.
MicroVision reported a net loss of $14.5 million on $9.18 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $18.1 million on $3.48 million of total revenue for
the year ended Dec. 31, 2014.
Moss Adams LLP, in Seattle, Washington, 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 has a net capital deficiency, which
raises substantial doubt about its ability to continue as a going
concern.
MICROVISION INC: May Issue 1.5 Million Shares Under Incentive Plan
------------------------------------------------------------------
Microvision, Inc., filed a Form S-8 registration statement with the
Securities and Exchange Commission to register 1,500,000 additional
shares of common stock to be offered pursuant to the 2013
MicroVision, Inc. Incentive Plan. A full-text copy of the
regulatory filing is available for free at https://is.gd/6dhuhK
About MicroVision
Redmond, Washington-based MicroVision, Inc., is developing its
PicoP(R) display technology that can be adopted by its customers to
create high-resolution miniature laser display and imaging modules.
This PicoP display technology incorporates the company's patented
expertise in two-dimensional Micro-Electrical Mechanical Systems
(MEMS), lasers, optics and electronics.
MicroVision reported a net loss of $14.5 million on $9.18 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $18.1 million on $3.48 million of total revenue for
the year ended Dec. 31, 2014.
As of Sept. 30, 2016, MicroVision had $11.90 million in total
assets, $13.20 million in total liabilities and a total
shareholders' deficit of $1.29 million.
Moss Adams LLP, in Seattle, Washington, 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 has a net capital deficiency, which
raises substantial doubt about its ability to continue as a going
concern.
MID CITY TOWER: Wants to Obtain Credit to Settle Claims
-------------------------------------------------------
Mid City Tower, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Louisiana to authorize the Debtor to obtain a third
party loan, secured by the Debtor's immovable property interests,
in an estimated amount of $1,100,000 to $1,500,000 in order to pay
in full the allowed claim of MidSouth Bank, any remaining allowed
claims, and accomplish some improvements for the Debtor's
commercial operation.
The Debtor's primary asset is a commercial office tower with
various business tenants. The building is located in mid-city
Baton Rouge, Louisiana, and subject to a security interest asserted
by MidSouth Bank on the building, related immovable property, and
cash collateral.
On Oct. 28, 2016 a Consent Order and Stipulation was entered on the
docket that among other relief, allows time for the Debtor to
obtain approval to refinance the secured claim of MidSouth Bank
through a third party lender and to buy-out the dissenting equity
interest with new investors, thereby resulting in sufficient funds
to pay out all remaining creditor claims. The Consent Order and
Stipulation also provided for the continuance of contested motions
until Dec. 1, 2016, on the bank's stay relief and abandonment
motion and the motion by a minority equity interest seeking
appointment of a chapter 11 trustee or alternatively conversion to
chapter 7.
Pursuant to the stipulation the Debtor is seeking to close this
third party loan no later than Nov. 30, 2016, with an anticipated
approval and closing as early as Nov. 23, 3016. The proposed
transaction is made with the consent of the creditor, Mid South
Bank that assets a security interests over the Debtor's property
that would be collateral for the new party lender as part of the
reorganization of the Debtor.
Further, the Debtor has obtained commitment letters and proof of
funds from two new individual investors in order to accomplish the
equity buy-outs in the amounts of $150,000 and $250,000 for
interests by Shajimon Thomas and Saby Joseph as reflected in the
Consent Order and Stipulation.
Therefore, the Debtor requests approval of the transfer of the
investors funds in order to pay and settle all claims of Erat
Joseph and Dr. George Mampilly for the sums of $75,000 each.
Further, the Debtor requests approval to pay and settle all claims
of Dr. Bobby Joseph for the sum of $250,000 and of this sum, the
non-refundable deposit of $50,000 has been paid to Dr. Bobby Joseph
as provided in the Consent Order and Stipulation.
In addition the Debtor seeks approval to obtain capital infusions
in the amounts of $150,000 and $300,000 from Shajimon Thomas and
Saby Joseph, who have provided letters of intent and proof of
funds.
In good faith the Debtor in possession seeks authorization from the
Court to take all steps necessary and proper to accomplish the
terms of the Consent Order and Stipulation for the purpose of its
reorganization to pay 100% of the allowed claims of this chapter 11
estate. The relief requested is in the best interest of all
creditors of the estate therefore.
About Mid City Tower
Mid City Tower, LLC, based in Baton Rouge, LA, filed a Chapter 11
petition (Bankr. M.D. La. Case No. 16-10877) on July 26, 2016.
The
Hon. Douglas D. Dodd presides over the case. The petition was
signed by Mathew S. Thomas, manager.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million in liabilities.
Brandon A. Brown, Esq., and Ryan James Richmond, Esq., at Stewart
Robbins & Brown,
LLC, serve as bankruptcy counsel.
MOTORS LIQUIDATION: GUC Trust to Make Excess Distribution Payment
-----------------------------------------------------------------
The Motors Liquidation Company GUC Trust previously announced that
a distribution of excess distributable assets of the GUC Trust
would be made on or about Nov. 14, 2016, to the holders of record
of units of beneficial interest in the GUC Trust as of Nov. 7,
2016. Pursuant to that announcement, the GUC Trust intends to make
payment of the Excess Distribution to The Depository Trust Company
on the Payment Date. The subsequent settlement and allocation
process for the Excess Distribution to beneficial owners of the GUC
Trust Units will occur in accordance with the rules and procedures
of the Financial Industry Regulatory Authority and of DTC and its
direct and indirect participants.
As announced by FINRA on Oct. 27, 2016, pursuant to FINRA Rule
11140, the ex-dividend date for the Excess Distribution will be
Nov. 15, 2016. As noted in FINRA's Notice to Members 00-54,
Ex-Dividend Dates (August 2000), an ex-dividend date is the date on
or after which a security is traded without the entitlement to a
specific dividend or distribution. On Oct. 27, 2016, FINRA also
announced that the due bill redeemable date will be Nov. 17, 2016.
Beneficial holders of interests in the GUC Trust Units may contact
their brokers with any questions concerning the applicable
timeframes contained in the Oct. 27, 2016, FINRA announcement.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
Motors Liquidation had $669 million in total assets, $56.4 million
in total liabilities and $613 million in net assets in liquidation
as of Dec. 31, 2015.
MOUNTAIN DIVIDE: Selling All Assets to DOR and FAC for $3M
----------------------------------------------------------
Mountain Divide, LLC, asks the U.S. Bankruptcy Court for the
District of Montana to authorize the bidding procedures in
connection with the sale of substantially all assets to Deep River
Operating, LLC ("DRO") and Future Acquisition Co., LLC ("FAC"), for
$3,000,000, subject to overbid.
A hearing on the Motion is set for Nov. 22, 2016 at 9:00 a.m.
The Debtor is a Montana limited liability company with its
principal place of business and company administrative offices in
Cut Bank, Montana, which owns and operates oil and gas wells,
situated in Divide County, North Dakota. It was formed on Oct. 18,
2012, by the filing of Articles of Organization with the Montana
Secretary of State. Mountain Divide has also maintained a company
administrative office in Billings, Montana. It has employed,
throughout the year, approximately 9 employees, some of which were
part-time employees. At present, the company employs 5 employees.
The Debtor is engaged in the business of oil and gas exploration,
development and production. As an exploration, development and
production company, its assets, revenue and general financial
condition are directly correlated to the price of oil and natural
gas. The Debtor operates 9 wells in the 12 Gage Project in Divide
County, North Dakota and owns interests in 2 well bores for
uncompleted wells for which the oil and gas leases have been
terminated.
On Nov. 1, 2012, Mountain Divide obtained loans and other financial
accommodations from Wells Fargo Energy Capital, Inc. and incurred
obligations pursuant to the terms of various instruments, including
under that certain Credit Agreement by and between Mountain Divide
as borrower and Wells Fargo as lender and other interrelated
agreements, notes, pledges, documents, certificates, assignments
and other instruments that evidence and secure obligations owed to
Wells Fargo. Mountain Divide used the funds borrowed from Wells
Fargo to fund drilling, equipping and completing certain wells and
to fund engineering and other costs. All prepetition obligations
owed by Mountain Divide are secured by assignments, pledges,
mortgages, control agreements, financing statements, fixture
filings, and other related instruments that, among other things,
grant continuing liens on and security interests in the Debtor's
properties and assets.
The persisting state of declining market values for oil and gas and
related economic uncertainties has made it difficult for the Debtor
to obtain capital necessary to sustain positive operations and
satisfy its liabilities. Unable to raise capital in this
environment and generate sufficient positive net revenue from
production has resulted in a sustained situation in which it has
declining asset values and revenue while operating costs remain
relatively constant. The liquidity constraints confronting the
company precluded the Debtor from satisfying its obligations to
Wells Fargo as well as obligations owed to a number of other
creditors.
Because market oil prices have remained low and have not recovered,
the Debtor experienced an extreme cash flow problem over the last
12 to 18 months. In response to its liquidity problems, the Debtor
has made numerous attempts in good faith to settle its debts
outside of a bankruptcy proceeding through either a comprehensive
debt restructure plan or through the sale of its assets. Its
attempts were unsuccessful and the company was forced to file for
protection under Chapter 11 of the Bankruptcy Code to address its
situation in order to provide an opportunity to obtain value for
the benefit of creditors.
Since July of 2016, the Debtor has been in negotiations with a
prospective purchaser to sell substantially all of the Debtor's
business assets and assume certain contracts and obligations in a
sale to be conducted pursuant to Sections 105, 363 and 365 of the
Bankruptcy Code, subject to higher and better offers. Those
negotiations have resulted in the Debtor entering into a Purchase
and Sale Agreement ("PSA") with two purchasers, DRO and FAC
("Buyer").
The Purchased Assets consist of the Debtor's interest in Mineral
Leases, Wells operated by Debtor, Production Facilities, Equipment,
certain vehicles, and Hydrocarbons produced from the Mineral Leases
all as more completely set forth in the PSA. The PSA also provides
for the assumption and assignment of certain Contracts and Joint
Operating Agreements, subject to approval of the parties and the
Court. Subject to the limitations set forth in the PSA, Cure Costs
for unpaid prepetition royalties and working interest owner
payments are paid out of sale proceeds at Closing and estimated to
be approximately $466,000. The Buyer assumes obligations and
receivables for unknown and unlocatable royalty and working
interest owner obligations.
Pursuant to the PSA, the Debtor asks that the Buyer be approved as
the "Stalking Horse Bidder" with an opening bid of $3,000,000 to be
paid according to the terms of the PSA. FAC will be entitled to a
Breakup Fee of $100,000 subject to Bankruptcy Court approval, which
will be remitted, if payable under the terms of the Sale and
Bidding Procedures, to FAC's counsel, for distribution to FAC in
the event Buyer is not the Successful Bidder.
The Debtor believes the Sale and Bidding Procedures proposed are
the best way to maximize the value of its assets for its creditors.
The salient terms of the Sale and Bidding Procedures are:
a. Stalking Horse Bidder: The Buyer will be identified as the
Stalking Horse Bidder with an opening bid of $3,000,000 according
to the terms of the PSA.
b. Break-Up Fee: FAC will be entitled to a Break-Up Fee of
$100,000 subject to Bankruptcy Court approval, which will be
remitted, if payable under the terms of the Sale and Bidding
Procedures, to FAC's counsel, for distribution to FAC in the event
Buyer is not the Successful Bidder.
c. Purchased Assets: The Purchased Assets consist of the
Debtor's interest in Mineral Leases, Wells operated by Debtor,
Production Facilities, Equipment, certain vehicles, and
Hydrocarbons produced from the Mineral Leases all as more
completely set forth in the PSA.
d. Sale Free and Clear of Liens, Claims, Interests and
Encumbrances: All of Seller's right, title and interest in and to
the Purchased Asset sold under the PSA will be transferred free and
clear of all liens in the property except for Permitted Liens and
Assumed Liabilities. All liens will attach to the net proceeds of
the sale with respect to the particular assets sold in the same
order, priority, dignity and effect that such lien had immediately
prior to such sale.
e. "As Is, Where Is": The proposed sale of assets of Seller
will be on an "as is, where is" basis and without representations
or warranties of any kind, nature or description by the Seller
except as set forth in the PSA.
f. The Sale Hearing: A hearing to approve the sale of the
Purchased Assets to the Buyer or other Successful Bidder will be
held promptly following the Auction, e.g. Jan. 20, 2017.
g. Qualified Bidder: The Buyer is the Stalking Horse Bidder and
is deemed a Qualified Bidder.
h. Qualified Bid: An all cash bid of no less than $3,200,000
and be accompanied by an irrevocable deposit delivered to the
Attorney for the Debtor in the amount of $300,000 ("Good Faith
Deposit").
i. Bid Deadline: Jan. 9, 2017
j. Auction: On Jan. 17, 2017 at the U.S. Bankruptcy Court for
the District of Montana.
k. Opening Bid: The Opening Bid will begin with the amount of
the highest Qualified Bid.
l. Incremental Competitive Bid: At $100,000 over the Opening
Bid; bidding will thereafter continue in minimum increments of at
least $50,000 higher than the previous bid.
m. No secured creditor will have the right to credit bid its
secured claim against Debtor, provided that the final sales price
is at the full amount of $3,000,000 or greater.
A copy of the PSA and the Sale and Bidding Procedures attached to
the Motion is available for free at:
http://bankrupt.com/misc/Mountain_Divide_100_Sales.pdf
If a Successful Bidder fails to consummate an approved sale because
of a breach or failure to perform on the part of such Successful
Bidder, the Debtor will be entitled to retain the Good Faith
Deposit as part of its damages resulting from the breach or failure
to perform by the Successful Bidder.
A closing of the sale of property will take place on the tenth day
following the satisfaction or waiver of all conditions to the
obligations of the parties to consummate the sale transaction
contemplated by the PSA.
The Debtor submits that the proposed Sale and Bidding Procedures
and the opportunity for competitive bidding therein are reasonable
and designed to maximize the value of Debtor's estate and therefore
should be approved by the Court.
The Debtor proposes to assume and assign to the Successful Bidder
other Contracts as may be identified and determined by agreement
with Debtor.
The Debtor will serve an Assumption and Assignment Notice as soon
as practicable after identification of said Contracts, which will
fix the cure amounts owed on such Contracts, if any. Cure Costs
for other Contracts are subject to the limitations set forth in the
PSA. The Debtor asks that the Court authorize Debtor to assume and
assign the Assumed and Assigned Contracts pursuant to the procedure
set forth herein and in the PSA, and any additional Contracts as
may be identified by Debtor.
All objections to the Sale of the Purchased Assets or to the
assumption and assignment of the Assumed and Assigned Contracts
must be submitted by no later than 5:00 p.m. (Montana Time) on Jan.
10, 2017; provided, however, that any party may object based on
events occurring at the Auction, if any, until 3:00 p.m. (Montana
Time) on the day prior to the Sale Hearing.
The value of the assets of the Debtor is potentially diminishing as
a result of the continued operational costs and the Debtor's DIP
financing. The Debtor must close the sale promptly after all
closing conditions have been met or waived. Thus, waiver of any
applicable stays is appropriate in the circumstance.
The Purchaser can be reached at:
DEEP RIVER OPERATING, LLC
P.O. Box 68
Morrison, CO 80465
Deep River Operating is represented by:
Steven D. Erdahl, Esq.
2048 Overlook Drive
Fort Collins, CO 80526
Telephone: (303) 324-7152
E-mail: steven.erdahl@gtrenewables.com
- and -
FUTURE ACQUISITION CO., LLC
9990 Richmond Ave #202S,
Houston, TX 77042
Attn: Carl Price
Telephone: (832) 831-3700
E-mail: cprice@futureacq.com
Future Acquisition is represented by:
Buddy Clark, Esq.
HAYNES & BOONE, LLP
1211 McKinney, Suite 2100
Houston, TX 77010
Telephone: (713) 547-2077
Facsimile: (713) 236-5577
E-mail: clarkb@haynesboone.com
About Mountain Divide
Mountain Divide, LLC, filed a chapter 11 petition (Bankr. D. Mont.
Case No. 16-61015) on Oct. 14, 2016. The petition was signed by
Patrick M. Montalban, manager. The Debtor is represented by
Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C. The
case
is assigned to Judge Ralph B. Kirscher. The Debtor estimated
assets at $1 million to $10 million and liabilities at $50 million
to $100 million at the time of the filing.
MULTI-COLOR CORP: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------
S&P Global Ratings said that it has affirmed all of its ratings on
Cincinnati-based label maker Multi-Color Corp., including S&P's
'BB-' corporate credit rating.
"The affirmation reflects our view that Multi-Color's operating
performance and credit measures will likely remain consistent with
our base-case scenario projections, supported by relatively stable
demand for its labels among its consumer products and beverage
customers along with growth from tuck-in acquisitions," said S&P
Global credit analyst James Siahaan. The company participates in
the competitive labels industry, has a relatively narrow scope of
operations, and has high customer concentration. Specifically,
Multi-Color derived 17% of its sales from its largest customer,
Procter & Gamble Co., during its fiscal year ended March 31, 2016.
These weaknesses are partially mitigated by Multi-Color's leading
market position, its good customer retention, and its relatively
stable profitability. These factors lead S&P to assess
Multi-Color's business risk profile as fair.
The stable outlook on Multi-Color reflects the company's favorable
operating trends, which are supported by its largely steady end
markets related to the food and beverage, consumer products, and
health care segments. S&P expects that the company will continue
to pursue moderate-sized acquisitions while maintaining credit
measures that are appropriate for the current rating. Over the
next few quarters, S&P expects Multi-Color's FFO-to-adjusted debt
ratio to be in the 12%-20% range and its adjusted debt-to-EBITDA
metric to be in the 4x-5x range; these ranges provide the company
with some cushion to pursue tuck-in acquisitions. S&P notes that
it could reassess the comparable rating analysis modifier on
Mult-Color to neutral, which would leave S&P's ratings unchanged.
S&P could lower its rating on Multi-Color if its leverage increases
above 5x, if its FFO-to-adjusted debt ratio falls below 12% due to
large debt-financed acquisitions, if its EBITDA unexpectedly
declines, or its liquidity becomes less than adequate. In a
downgrade scenario, the company's EBITDA margins could decrease by
over 400 basis points (bps) and its revenue could decline by over
10% from our current expectations. Additionally, S&P could lower
its ratings on the company if manufacturers' demand for traditional
labels is meaningfully disrupted in favor of newer methods and
Multi-Color is unable to adjust its production accordingly.
The company's limited product diversity and its lack of a track
record as a rated entity make an upgrade over the next year
unlikely. S&P could, however, consider an upgrade over the longer
term if its financial policies support debt leverage of
consistently below 4x and a FFO-to-adjusted debt ratio of more than
20%. This could occur if the company's EBITDA margins increase by
over 400 bps and its revenue increases by more than 5% from S&P's
current expectations. In addition, S&P would also need to
understand that the company's future financial policies would
support the improved financial risk profile.
NEOVASC INC: Tiara and Reducer Highlighted at TCT Presentations
---------------------------------------------------------------
Neovasc Inc. announced its notable presentations at the annual
Transcatheter Cardiovascular Therapeutics (TCT) symposium, the
world's largest educational meeting specializing in interventional
cardiovascular medicine held in Washington, DC.
On October 31, Dr. Anson Cheung from St. Paul's hospital,
Vancouver, Canada presented an update on the ongoing Tiara program.
He presented the clinical data to date, on the 19 patients treated
with the Tiara valve. The 30-day survival rate for these 19
patients is 84%. Overall, the data presented was very encouraging,
in this very sick cohort of patients treated with Tiara.
Dr. Cheung elaborated that enrolment continues in the TIARA-I Early
Feasibility Trial and in other compassionate use programs. The
TIARA-I trial is assessing the safety and performance of the Tiara
mitral valve system and the implantation procedure in high-risk
patients suffering from severe mitral regurgitation.
Dr. Florian Deuschl from Hamburg, Germany gave a presentation
entitled, Echocardiographic Guiding of a Novel Mitral Valve
Replacement, which reviewed his positive experience from the Tiara
implantation cases performed by the team in Hamburg.
With respect to the Company's other cardiovascular device, the
Neovasc Reducer, for the treatment of Refractory Angina, Dr. Gregg
Stone presented the Reducer as the most effective treatment option
for patients suffering from refractory angina despite optimal
medical therapy. He reviewed the results of the COSIRA randomized
study which was published in the New England Journal of Medicine
last year. He also outlined the design of the COSIRA II, pivotal
US trial, which will include 380 patients and will be a multicenter
prospective, randomized, double-blind, sham-controlled trial.
In addition, during the conference there were two posters presented
from Italy, describing the positive effect of the Neovasc Reducer.
About Neovasc Inc.
Neovasc is a specialty medical device company that develops,
manufactures and markets products for the rapidly growing
cardiovascular marketplace. Its products in development include
the Tiara, for the transcatheter treatment of mitral valve disease
and the Neovasc Reducer for the treatment of refractory angina. The
Company also sells a line of advanced biological tissue products
that are used as key components in third-party medical products
including transcatheter heart valves. For more information, visit:
http://www.neovasc.com/
As of June 30, 2016, Neovasc had US$44.45 million in total assets,
US$75.80 million in total liabilities and a total deficit of
US$31.35 million.
For the nine months ended June 30, 2016, Neovasc reported a net
loss of US$94.57 million compared to a net loss of US$11.71 million
for the same period during the prior year.
NEOVASC INC: To Appeal Validity of $70M Award to CardiAQ
--------------------------------------------------------
Neovasc Inc. reported the findings of the Federal District Court
regarding several post-trial motions stemming from a trial jury's
verdict in May 2016. CardiAQ filed suit against Neovasc in the
United States District Court for the District of Massachusetts in
2014.
In the order, Judge Allison D. Burroughs ruled in favor of CardiAQ
on the issue of inventorship of Neovasc's '964 Patent. At the same
time, the judge denied CardiAQ's motion for an injunction that
would have shut down the development of Tiara, thus allowing
Neovasc to continue development and commercialization of Tiara,
while also denying Neovasc's motions for a new trial. Judge
Burroughs upheld the jury's verdict and US$70 million award against
Neovasc, and awarded US$21 million in enhanced damages to that
award.
"While we are disappointed with this outcome, we believe this
decision affirms Neovasc's rights to advance the Tiara program and
treat patients with this innovative technology and look forward to
doing so," said Alexei Marko, CEO of Neovasc. "We are very pleased
with the clinical results to date and will continue to work with
selected centers to implant Tiara in suitable patients in our
TIARA-I Early Feasibility Trial and compassionate use programs."
Upon entry of a judgment by the trial court, Neovasc will
immediately seek to stay the payment of the US$70 million damages
award, and the enhancement to that award, until after an appeal of
the basis for that award and enhancement is complete. The Company
will appeal the validity of the award, as well as the ruling on
inventorship. The appellate process may take up to a year to
complete.
About Neovasc Inc.
Neovasc is a specialty medical device company that develops,
manufactures and markets products for the rapidly growing
cardiovascular marketplace. Its products in development include
the Tiara, for the transcatheter treatment of mitral valve disease
and the Neovasc Reducer for the treatment of refractory angina. The
Company also sells a line of advanced biological tissue products
that are used as key components in third-party medical products
including transcatheter heart valves. For more information, visit:
www.neovasc.com.
As of June 30, 2016, Neovasc had US$44.45 million in total assets,
US$75.80 million in total liabilities and a total deficit of
US$31.35 million.
Neovasc reported a loss of US$26.73 million for the year ended Dec.
31, 2015, compared to a loss of US$17.17 million for the year ended
Dec. 31, 2014.
NORTEL NETWORKS: Battles with Pension Over $7.3-Billion in Assets
-----------------------------------------------------------------
The American Bankruptcy Institute, citing Janet McFarland of The
Globe and Mail, reported that a fight between Nortel Networks Ltd.
and the Pension Benefit Guaranty Corp. is threatening to derail the
settlement deal struck in October to conclude the seven-year battle
over the former technology company's $7.3 billion in assets.
As previously reported by The Troubled Company Reporter, citing
Reuters, the PBGC, the U.S. government pension insurer, said it
opposed a deal because it would not receive the entire $708 million
it says it is owed. The PBGC said it did not expect the settlement
or its opposition to the deal to impact benefits for participants
in the terminated Nortel pension plan, the report further related.
The agency said if its claim is not fairly resolved, however,
companies that pay a premium to the PBGC to fund the agency will
have to "shoulder a greater burden in the coming years," the report
added.
Reuters pointed out that the PBGC was not a party to the
settlement, which is subject to court approval in the United
States, Canada and other countries. The agency's claim stems from
the termination of Nortel's underfunded pension plan in 2009, which
at the time had 22,000 participants, the report related.
The deal, which was announced on Oct. 12, was a result of the
mediation presided by Joseph Farnan, Jr.,
a retired federal judge. The settlement ends years of litigation
that made Nortel's bankruptcy, which began in 2009, one of the
priciest on record, with professional fees topping $2 billion, the
Wall Street Journal Pro Bankruptcy related.
WSJ related that documents outlining the settlement provide that
Nortel U.S. will get about 24.3% of the money, or nearly $1.8
billion. Nortel Canada gets 57.1%, or about $4.1 billion. As the
parent company, Nortel Canada has been hit with the largest amount
of claims, including claims from Nortel U.S. and from British
pensioners, the report further related.
Creditors of Nortel in the U.K., who are chiefly thousands of
pensioners left with reduced incomes, get 14.0249% of the Nortel
sale proceeds, or a little more than $1 billion, the report said.
Including the allocation for the British creditors, Nortel's
European units will share about 18.5% of the money, according to a
copy of the settlement documents, the report added.
Globe and Mail said PBGC said in a court filing it will "defend its
claims aggressively" to ensure it receives the highest possible
payout, and warns the settlement will not achieve the desired
resolution of the case but will instead "needlessly instigate a
lengthy and bitter dispute."
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications. Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.
On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors. Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group. That
same
day, the Monitor sought recognition of the CCAA Proceedings in
U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.
That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).
In addition, the High Court of England and Wales placed 19 of
NNI's
European affiliates into administration under the control of
individuals from Ernst & Young LLP. Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.
On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A. On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.
U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.
In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel. The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.
An ad hoc group of bondholders also was organized. An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor. The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.
Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.
As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion. The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.
Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers. Nortel has collected roughly $9 billion for
distribution to creditors. Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation. The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction. The
deal closed in July 2011.
Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court. The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.
The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014. The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.
According to The Wall Street Journal, Justice Frank Newbould of
the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.
OCWEN FINANCIAL: S&P Affirms 'B' Issuer Rating
----------------------------------------------
S&P Global Ratings said it affirmed its 'B' issuer rating on Ocwen
Financial Corp, S&P's 'BB-' rating on Ocwen's senior secured term
loan, and S&P's 'B' rating on Ocwen's senior unsecured debt.
"On Nov. 1st, 2016, Ocwen Financial Corp. asked its existing senior
debtholders to exchange their 6.625% senior notes due 2019 for
8.375% senior secured second lien notes due 2022 issued by Ocwen
Loan Servicing and guaranteed by Ocwen Financial Corp," said S&P
Global Ratings credit analyst Diogenes Mejia.
Noteholders who agree to the exchange by Nov. 15, 2016 will receive
$1,000 of the new notes --including a $50 premium -- for an equal
amount of the existing notes. If noteholders tender after that but
before Nov. 30, 2016 they will receive only $950 in exchange
consideration per $1,000 of par value. Based on recent market
prices on the notes and the higher interest rate of the new notes
and its secured structure, S&P do not view this as a distressed
exchange.
Debtholders representing at least $275 million in existing notes of
the approximately $350 million currently outstanding must
participate to consummate the exchange. Eligible holders
collectively holding approximately $230 million aggregate amount of
the existing notes have agreed that they will tender their existing
notes in the exchange offer. If there remains any balance in the
existing notes, S&P is likely to downgrade the issue rating on the
remaining notes as a result of lower recovery expectations given
that the notes will be junior to two notes following the exchange
compared to being junior to one note previously.
S&P now forecasts Debt to EBITDA to be above 5x for 2016 due to
lower EBITDA, and are revising S&P's assessment of leverage to
aggressive from intermediate. S&P views the company's maturity
profile following the exchange, and the company's liquidity from
its on balance sheet cash and cash generated from operations as
positive factors, that are reflected in a positive comparable
ratings adjustment.
The stable outlook reflects S&P's view that much of the regulatory
risk that threatened the viability of Ocwen's business model has
abated and that the requirements of the settlements reached with
various regulatory bodies will continue to improve the operational
and risk management framework of Ocwen, as well as board
effectiveness, over the next 12-18 months. Additionally, S&P
believes that the firm will maintain leverage of approximately
above 5x debt to EBITDA, as expense reductions offsets the
reduction in earnings resulting from MSR portfolio run-off.
If the company is unable to successfully execute its current loan
origination strategy, thus risking its ability to generate
recurring cash flow over the next 12 months sufficient to support
the projected levels of debt, S&P could lower the rating. For
example, if debt to EBITDA breaches 6x, with no plan for reducing
it below the 6x threshold, S&P could lower the rating.
Additionally, if regulators identify further violations that S&P
believes are likely to threaten the stability of the operations, it
could lower the rating.
An upgrade is unlikely during the next 12-18 months given the
uncertainty about whether Ocwen can successfully transition from a
purchaser of MSRs to a creator of MSRs via organic mortgage
origination and wholesale or correspondent relationships, as well
as assets from floorplan lending and foreclosure financing.
OPEXA THERAPEUTICS: Reduces Workforce by 40%
--------------------------------------------
Opexa Therapeutics, Inc. announced that it was implementing an
approximately 40% reduction to the Company's current workforce in
order to reduce operating expenses and conserve cash resources.
The move comes as the Company recently announced that the Phase 2b
Abili-T clinical trial designed to evaluate the efficacy and safety
of Tcelna (imilecleucel-T) in patients with secondary progressive
multiple sclerosis (SPMS) did not meet its primary endpoint of
reduction in brain volume change (atrophy), nor did it meet the
secondary endpoint of reduction of the rate of sustained disease
progression.
The Company estimates that it will incur incremental aggregate cash
charges of approximately $95,000 associated with this current
workforce reduction. Moreover, the Company expects that additional
restructuring will occur by year-end.
Additionally, the Company has accepted the resignations of Ms.
Donna Rill, Opexa's chief development officer, and Mr. Scott
Seaman, a member of the Company's Board of Directors. Ms. Rill,
who is leaving to pursue other career opportunities, departed as of
Nov. 4, 2016.
"This reduction in force is a difficult but necessary step as a
result of the disappointing results of our lead product candidate,
Tcelna, announced last week," said Neil K. Warma, president and
chief executive officer of Opexa. "I would like to personally
express my appreciation to each of the employees impacted by this
decision for their commitment to Tcelna and Opexa. The Opexa team
has endeavored to increase the understanding of secondary
progressive multiple sclerosis, and we hope our work will
contribute to the development of a safe and effective therapy for
this devastating disease. I would also like to thank Scott Seaman
for his long-time service as a Director of Opexa and note our
special heartfelt appreciation of Donna Rill who has dedicated over
15 years to Opexa."
About Opexa
Opexa Therapeutics, Inc. is a biopharmaceutical company developing
a personalized immunotherapy with the potential to treat major
illnesses, including multiple sclerosis (MS) as well as other
autoimmune diseases such as neuromyelitis optica (NMO). These
therapies are based on its proprietary T-cell technology. The
Company's mission is to lead the field of Precision Immunotherapy
by aligning the interests of patients, employees and shareholders.
Opexa reported a net loss of $12.02 million in 2015 following a net
loss of $15.05 million in 2014. As of June 30, 2016, Opexa had
$9.43 million in total assets, $3.52 million in total liabilities
and $5.91 million in total stockholders' equity.
In its financial report filed with the Securities and Exchange
Commission for the quarterly period Ended June 30, 2016, the
Company said that as of June 30, 2016, it had cash and cash
equivalents of $7.8 million. While the Company recognizes revenue
related to the $5 million and $3 million payments from Merck
received in February 2013 and March 2015 in connection with the
Option and License Agreement and the Amendment over the exclusive
option period based on the expected completion term of the
Company's ongoing Phase IIb clinical trial -- Abili-T -- of
Tcelna(R) in patients with Secondary Progressive MS, the Company
does not currently generate any commercial revenues resulting in
cash receipts, nor does it expect to generate revenues during the
remainder of 2016 resulting in cash receipts. The Company's burn
rate during the six months ended June 30, 2016 was approximately
$763,000 per month, thereby creating substantial doubt about the
Company's ability to continue as a going concern. The Company
warned that costs associated with completing the ongoing Abili-T
trial may result in an increase in the monthly operating cash burn
during the remainder of 2016.
OPTIMUMBANK HOLDINGS: Appoints John Clifford as Director
--------------------------------------------------------
OptimumBank Holdings, Inc., the parent company of OptimumBank,
announced that John H. Clifford has joined the Board of Directors
of OptimumBank Holdings and OptimumBank.
Company Director and Bank Chairman Gubin noted, "The appointment of
Mr. Clifford is an important step towards our commitment to
strengthen the directorates of both the Company and the Bank. With
solid management and a strong board, we will position the Bank for
the future."
Mr. Clifford is a resident of Hobe Sound, Florida and a retired
banker who provides additional banking experience to the
directorates. Mr. Clifford was President and CEO of Coastal
Federal Credit Union in Jacksonville, Florida and was associated
with several other financial institutions during his career in the
northeast, which include The Community Bank, Brockton,
Massachusetts and Bank of Fall River, Fall River, Massachusetts.
Also, the Company announced that Norman Ginsparg has resigned from
the Board of Directors of the Bank for personal reasons.
"The Directors of OptimumBank Holdings and OptimumBank would like
to thank Mr. Ginsparg for his dedicated service and efforts on
behalf of the organization. We want to wish him well in his future
endeavors," said Bank Chairman Moishe Gubin.
About OptimumBank Holdings
OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.
The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.
Effective April 16, 2010, the Bank consented to the issuance of a
consent order by the Federal Deposit Insurance Corporation and the
Florida Office of Financial Regulation.
OptimumBank reported a net loss of $163,000 on $4.53 million of
total interest income for the year ended Dec. 31, 2015, compared to
net earnings of $1.60 million on $5.39 million of total interest
income for the year ended Dec. 31, 2014.
As of June 30, 2016, Optimumbank had $124 million in total assets,
$120 million in total liabilities, and $3.66 million in total
stockholders' equity.
Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company is in technical default with respect to its Junior
Subordinated Debenture. The holders of the Debt Securities could
demand immediate payment of the outstanding debt of $5,155,000 and
accrued and unpaid interest, which raises substantial doubt about
the Company's ability to continue as a going concern.
PACIFIC DRILLING: Antoine Bonnier Named as Director
---------------------------------------------------
Elias Sakellis tendered his resignation as a director of Pacific
Drilling S.A., effective Oct. 27, 2016. Mr. Sakellis' resignation
did not result from any disagreement with the Company regarding
operations, policies or practices. Mr. Sakellis joined the
Company's Board in June 2012 and served as a member of the
Nominating Committee. The Board accepted Mr. Sakellis' resignation
with thanks for his efforts and contribution to the Company.
On Oct. 31, 2016, the Board appointed Antoine Bonnier to fill the
vacancy on the Board left by Mr. Sakellis' resignation. Mr.
Bonnier is an investment director of Quantum Pacific (UK) LLP and a
member of the board of directors of Primus Green Energy, Inc. Prior
to joining Quantum Pacific in 2011, Mr. Bonnier was an Associate in
the Investment Banking Division of Morgan Stanley & Co. During his
tenure there, from 2005 to 2011, he held various positions in the
Capital Markets and Mergers and Acquisitions teams in London, Paris
and Dubai. Mr. Bonnier graduated from ESCP Europe Business School
and holds a Master of Science in Management.
About Pacific Drilling
Pacific Drilling S.A.'s primary business is to contract its fleet
of high-specification rigs to drill wells for its clients. The
Company is focused on the high-specification segment of the
floating rig market.
Pacific Drilling reported net income of $126.23 million in 2015,
net income of $188.25 million in 2014 and net income of $25.50
million in 2013.
The Company's balance sheet at June 30, 2016, showed $5.90 billion
in total assets, $3.21 billion in total liabilities and $2.69
billion in total shareholders' equity.
* * *
As reported by the TCR on Oct. 13, 2016, Moody's Investors Service
downgraded Pacific Drilling S.A.'s Corporate Family Rating to Caa3
from Caa2 and Probability of Default Rating (PDR) to Caa3-PD from
Caa2-PD. "PacDrilling's ratings downgrade reflects our extremely
negative view of the offshore drilling sector with no near term
signs of improvement. Depressed prices for the offshore drillships
offers weak asset coverage for PacDrilling's overall debt. With no
material signs of improving contract coverage or utilization for
PacDrilling's drillships, cashflow through 2017 will be severely
impacted resulting in an unsustainable capital structure," said
Sreedhar Kona, Moody's senior analyst.
The TCR reported on June 17, 2016, that S&P Global Ratings lowered
its corporate credit rating on Pacific Drilling S.A. to 'CCC+' from
'B-'. "The downgrade reflects our expectation that market
conditions will remain depressed into 2018, which will make
obtaining new contracts for ultra-deepwater vessels challenging,"
said S&P Global Ratings credit analyst Michael Tsai.
PACIFIC EXPLORATION: Fitch Raises IDRs to 'B', Outlook Stable
-------------------------------------------------------------
Fitch Ratings has upgraded Pacific Exploration and Production
Corp.'s Foreign and Local Currency Long-Term Issuer Default Ratings
to 'B' from 'D'. The Rating Outlook is Stable.
Fitch has simultaneously withdrawn its ratings on Pacific's senior
unsecured notes following completion of the company's court
supervised restructuring process. Fitch has assigned an expected
long-term rating of 'B+/RR3(EXP)' to the company's proposed
USD250 million senior secured notes. The company expects to
exchange the previously issued USD250 million debtor in possession
(DIP) notes into the newly issued securities.
The new senior secured notes will be Pacific's only indebtedness,
and all previously existing bondholders will be converted into
equity holders with an interest of 58%. The new senior secured
notes will be secured by all assets and properties of the company,
present and future.
KEY RATING DRIVERS
The upgrade of Pacific's Long-Term IDRs follows the completion of
its restructuring process. Pacific's ratings reflect the company's
expected small scale, production and reserves concentration, and
average cost structure. The company's ratings are supported by its
improved capital structure and the continuity of its strong
management with recognized expertise in heavy oil exploration and
production. The company's cash flow generation may remain neutral
as a result of the slower than expected oil price recovery and the
company's increasing average production costs after the expiration
of its main concession, Piriri-Rubiales in June 2016.
Production Contraction
Pacific's net production is expected to contract to 75 thousand
barrels of oil equivalent per day (boe/d) or less over the coming
years as a result of the contraction in investment that resulted
from the decline in oil prices and the company's financial
distress. Production was previously expected to decline to
approximately 100 thousand boe/d as a result of the expiration of
its main concession in 2016. The new production prospects for the
company are materially lower than previously anticipated and
constrain the company's rating to the 'B' category given the
inherent operational risks associated with a small scale oil and
gas production profile. During the second quarter of 2016, Pacific
reported average production of approximately 128 thousand boe/d, of
which Piriri-Rubiales accounted for close to 46 thousand boe/d.
Reserve Concentration
Pacific's production and reserves are concentrated in a few blocks,
most of which are in Colombia. The company's reduced investment
capacity due to the low price environment will likely forced it to
reconsider its investments in international assets and its
concentration in Colombia could increase. Eight of the company's
most important properties are in Colombia, and the country
accounted for approximately 95% of its proved reserves. This
limited diversification exposes the company to operational as well
as economical risks associated with small scale operations. As of
December 2015, the company had net proved reserves (1P) and net
proved and probable (2P) reserves, of approximately 198 million and
291 million bbls, respectively.
Average Production and Replacement Costs
Pacific's competitive position is considered average for the oil
and gas industry and the company's production costs are expected to
marginally increase from recently reported numbers as a result of
the expected decline in production and increase importance of
production from frontier fields. During 2015 and the first six
months of 2016, Pacific's operating costs declined to approximately
USD20/boe from approximately USD30/boe in 2014. Going forward Fitch
expects Pacific's operating costs to increase close to historical
levels, primarily as a result of smaller scale of production as
well as the loss of the Piriri-Rubiales production, which lowered
the company's average operating costs.
Improved Capital Structure and Liquidity
The company's post restructuring capital structure will
significantly improve as Pacific's creditors agree to convert
approximately USD5.4 billion of financial debt into approximately
58% equity interest in the company. The remaining equity interests
will be owned by Catalyst group, which will own a 29% interest in
the company for USD250 million capital injection, and by a group of
creditors that will own 13% of the company in exchange for
providing the USD250 million DIP financing. Fitch expects
Pacific's post restructuring leverage to be approximately 1.0x or
lower throughout the rating horizon. The company's liquidity
position is supported by its cash on hand and manageable
amortization scheduled. As of June 2016, Pacific reported close to
USD600 million of cash on hand and the only post restructuring debt
the company will have are the USD250 million senior secured notes
due 2021 that resulted from the restructuring process.
KEY ASSUMPTIONS
-- Fitch's price deck for WTI oil prices of $42/bbl for 2015,
$45/bbl for 2017, $55/bbl for 2018 and long-term price of
$65/bbl;
-- Production declines to below 75 thousand boe/d;
-- Production costs increase close to historical levels;
-- Pacific disposes international assets to concentrate in
Colombia.
RATING SENSITIVITIES
A negative rating action would be triggered by any combination of
these events:
-- A deterioration of the company's capital structure and
liquidity as a result of either a steeper than anticipated
decrease in production or a marked increase in debt;
-- A significant reduction in the reserve replacement ratio
could affect Pacific's credit quality given the current
proved reserve life of approximately nine years.
A positive rating action could result from any combination of these
events:
-- Sustained conservative capitals structure and investment
discipline;
-- Increase production size;
-- Increase in reserve size and diversification.
LIQUIDITY
The company's post restructuring liquidity position will improve
significantly with no short term debt and a robust cash position.
As of June 30, 2016, Pacific reported USD600 million of cash on
hand and the only post restructuring debt the company will have are
the USD250 million senior secured notes due 2021. Pacific's
liquidity could remain relatively stable provided the company
succeeds at running a break even cash flow over the next few years.
Liquidity could improve if the company succeeds at selling some
none-core assets, although this is not incorporated into Fitch's
assumptions.
FULL LIST OF RATING ACTIONS
Fitch has taking these ratings:
Pacific Exploration and Production Corp.
-- Long-term foreign currency IDR upgraded to 'B' from 'D',
Outlook Stable;
-- Long-term local currency IDR upgraded to 'B' from 'D',
Outlook Stable;
-- Senior unsecured notes ratings withdrawn;
-- USD250 million senior secured notes due 2021 assigned
expected rating of 'B+/RR3(EXP)'.
PACIFIC EXPLORATION: Provides Update on Restructuring Transaction
-----------------------------------------------------------------
Pacific Exploration & Production Corp. on Nov. 1, 2016, provided an
update with respect to its previously announced plan of compromise
and arrangement (the "Plan") pursuant to the Companies' Creditors
Arrangement Act (Canada) in connection with its comprehensive
restructuring transaction (the "Creditor/Catalyst Restructuring
Transaction"). The Company announced the satisfaction of all the
conditions precedent to the Plan. As a result, the Company now
expects to implement the Plan and close the Creditor/Catalyst
Restructuring Transaction by November 2, 2016 with the common
shares expected to be listed for trading on the Toronto Stock
Exchange on November 3, 2016.
The Company confirms that the share or cash distributions under the
Plan as set out in the Company's news release of September 26, 2016
remain unchanged.
The Company also announced that it will file an Amended and
Restated Annual Information Form dated October 17, 2016 for the
period ended June 30, 2016 (the "AIF").
About Pacific Exploration & Production
Pacific Exploration & Production Corp. is a Canadian public company
and a leading explorer and producer of natural gas and crude oil,
with operations focused in Latin America. The Company has a
diversified portfolio of assets with interests in more than 70
exploration and production blocks in various countries including
Colombia, Peru, Guatemala, Brazil, Guyana and Belize. The
Company's strategy is focused on sustainable growth in production &
reserves and cash generation.
In April 19, 2016 and April 20, 2016, the Company announced its
entry into an agreement with: (i) The Catalyst Capital Group Inc.,
(ii) certain members of an ad hoc committee of holders of the
Company's senior unsecured notes, and (iii) certain of the
Company's lenders under its credit facilities, to effect a
comprehensive financial restructuring (the "Restructuring
Transaction") that will significantly reduce debt, improve
liquidity, and best position the Company to navigate the current
oil price environment. The restructuring will be implemented by
way of a plan of arrangement pursuant to a court-supervised process
in Canada, together with appropriate proceedings in Colombia under
Law 1116 and in the United States.
On April 27, 2016, Pacific Exploration, et al., applied for and
received an order for protection pursuant to the Companies
Creditors Arrangement Act ("CCAA"), R.S.C.1985, c.C-36 from the
Ontario Superior Court of Justice Commercial List and
PricewaterhouseCoopers Inc. was appointed as monitor of the
Applicants (the "Monitor").
The Applicants filed recognition proceedings pursuant to Chapter 15
of title 11 of the United States Bankruptcy Code (the "U.S.
Proceedings") and pursuant to Law 1116 of 2006 of the Republic of
Colombia (the "Colombian Proceedings"). Pacific, et al., each
filed a Chapter 15 bankruptcy petition (Bank. S.D.N.Y. Case Nos.
16-11189 to 16-11211) in New York, in the U.S. on April 29, 2016.
The Company is being advised by Lazard Freres & Co. LLC, Norton
Rose Fulbright Canada LLP (Canada), Proskauer Rose LLP (U.S.),
Zolfo Cooper (U.S.), Garrigues (Colombia) and Kingsdale Shareholder
Services (Canada). The Independent Committee is being advised by
Osler, Hoskin & Harcourt LLP and UBS Securities Canada Inc. The
Noteholders forming part of the funding creditors are being
advised
by Evercore Group L.L.C. (U.S.), Goodmans LLP (Canada), Paul,
Weiss, Rifkind, Wharton & Garrison LLP (U.S.) and Cardenas y
Cardenas Abogados (Colombia). FTI Consulting (U.S.), Davis Polk &
Wardwell LLP (U.S.), Torys LLP (Canada) and Gomez-Pinzon Zuleta
Abogados (Colombia) are counsel to the agent on the revolving
credit facility of the Company, and Seward & Kissel is counsel to
the agent on the HSBC Bank, USA, N.A. term loan of the Company.
Catalyst is being advised by Brown Rudnick LLP (U.S.), McMillan LLP
(Canada) and GMP Securities L.P.
PACIFIC EXPLORATION: S&P Raises CCR to 'B+', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating on
Pacific Exploration and Production Corp. (PRE) to 'B+' from 'D'. At
the same time, S&P assigned its 'B+' issue-level rating to the
company's $250 million senior secured notes due 2021. The outlook
is stable.
The upgrade follows PRE's completion of its comprehensive financial
restructuring. The transaction reduced the company's debt by
approximately $5.1 billion and interest expenses by about $258
million. These actions improved PRE's financial flexibility, and
S&P forecasts that its financial leverage will remain at
sustainable levels. The $250 million of senior secured notes will
be the only debt in the company's capital structure. However, S&P
is still concerned about PRE's free operating cash flow (FOCF)
shortfall and ability to stem the declining production.
"Our business risk profile on PRE reflect its position as the
largest independent oil and gas operator in Colombia, even after it
returned the Rubiales field, which represented around of 37% of the
company's total production in Colombia as of the second quarter of
2016, to Ecopetrol in June 2016. Nevertheless, this action reduced
the PRE's scale when compared to its international peers in terms
of production and reserves. The business risk profile also
incorporates PRE's low-cost structure at $20 per barrel of oil
equivalent (boe) for the second quarter of 2016. However, we expect
this metric to increase for the next year to around $27 boe,
following the return of the Rubiales field to Ecopetrol, given that
it had one of the lowest costs among PRE's fields, pushing the
average cost down and because the company will have to develop new
fields thaw will increase its costs," S&P said.
PRE's financial risk profile reflects the company's control by the
new owner, Catalyst Capital Group Inc. S&P assess
financial-sponsor-owned companies as having aggressive financial
risk profiles to incorporate the risk of subsequent leveraging,
even if the current balance sheet indicates otherwise. S&P expects
debt to EBITDA ratio to remain at less than 5.0x. However, S&P
perceives that the risk of further leveraging is low, according to
the sponsor's policies. Furthermore, PRE's notes covenants don't
allow it to incur additional debt in the next two years.
PARAGON OFFSHORE: Eyes Options After Court Denies Bankruptcy Plan
-----------------------------------------------------------------
The American Bankruptcy Institute, citing Reuters, reported that
Paragon Offshore Plc said it was evaluating its options after a
U.S. judge rejected the offshore rig contractor's plan to exit
bankruptcy, an unusual setback for a corporate Chapter 11
proceeding.
The Troubled Company Reporter reported that in issuing his oral
ruling, Judge Christopher Sontchi commented that the Plan is not
feasible as it removes too much cash from the company during the
current downturn. However, he noted that his ruling did not
preclude the company from a restructuring, only that the company
could not do so under the current Plan.
"The company continues to believe, but cannot provide any
assurances, that a positive resolution of the company's
restructuring process can be achieved," Reuters cited Paragon as
saying in a statement following the ruling.
About Paragon Offshore
Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a
global provider of offshore drilling rigs. Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.
Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy
petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.
The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.
The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.
The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.
PARAGON OFFSHORE: Interim Exclusivity Extn. Granted Thru Nov. 23
----------------------------------------------------------------
Judge Christopher Sontchi entered a second interim order extending
the Exclusive Periods of Paragon Offshore PLC, et al.
Under the Interim Order, the Debtors' exclusive plan filing period
is extended through Nov. 23, 2016, and their exclusive solicitation
period is extended through Jan. 23, 2017.
A final hearing to consider the Debtors' Amended Exclusivity Motion
will be held on November 23 at 10:00 a.m. Eastern Time. Any
objections to the Amended Motion should be filed so as to be
received no later than November 18.
As previously reported by The Troubled Company Reporter, the
Debtors sought an additional 45-day extension of (i) their
the exclusive chapter 11 plan filing period through and
including December 15, 2016, and (ii) their exclusive plan
solicitation period through and including January 13, 2017. A
confirmation hearing on the Debtors' Modified Plan was held in
September 2016, but the Bankruptcy Court issued an oral ruling
denying confirmation of the Plan on Oct. 28, 2016.
By virtue of such development, the Debtors related that they are
currently processing the Confirmation Ruling and will require
additional time to analyze the Court's written opinion when issued,
reassess the current Business Plan, and formulate a
viable plan with the consensus of key stakeholders.
The Debtors asserted that the requested relief is only intended to
provide them with flexibility necessary to, among other things,
properly assess the Court's plan confirmation rulings and meet with
key stakeholders to formulate a viable and confirmable chapter 11
plan that would enable them to emerge from bankruptcy and withstand
even a prolonged recovery of the energy industry.
About Paragon Offshore
Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a
global provider of offshore drilling rigs. Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.
Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.
The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.
The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.
The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.
PARK GREEN: Pasadena Property Sales Procedures Hearing on Nov. 11
-----------------------------------------------------------------
Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California convened a hearing on Oct. 25, 2016
at 11:30 a.m. to consider Park Green, LLC's procedures to conduct a
sale of its real property located at 1880 East Walnut Street, 175
North Greenwood Avenue, and 1890 East Walnut Street, Pasadena,
California to Bridge Financial Advisors and/or its Assignee for
$5,600,000, or to the highest bidder.
Based on the agreement of the parties, Judge Zurzolo ordered that
the hearing on the Procedures Motion is continued to Nov. 15, 2016
at 11:00 a.m., and a hearing on the Notice of Sale of Estate
Property is not set, pending the sales procedures hearing.
About Park Green
Park Green LLC filed a chapter 11 petition (Bankr. C.D. Cal. Case
No. 15-28991) on Dec. 16, 2015. The petition was signed by Steve
C. Schultz, managing member. The Debtor is represented by Leonard
Pena, Esq., at Pena & Soma, APC. The case is assigned to Judge
Vincent P. Zurzolo. The Debtor estimated assets at $0 to $50,000
and liabilities at $1 million to $10 million at the time of the
filing.
PONCE TRUST: Bankruptcy Judge Orders 43 Condos Back to Foreclosure
------------------------------------------------------------------
The American Bankruptcy Institute, citing Brian Bandell of South
Florida Business Journal, reported that U.S. Bankruptcy Judge
Robert A. Mark ordered 43 condos in the 1300 Ponce building in
Coral Gables out of Chapter 11 reorganization and back into
foreclosure in county court.
According to the report, Ponce Trust LLC, Dayco Properties and
Franco D'Agostino got hit with a foreclosure lawsuit in 2010 over
85 condos in the building at 1300 Ponce de Leon Blvd. In 2012,
Ponce Trust filed Chapter 11 reorganization to stay the foreclosure
case and reached a reorganization plan with a modified loan payment
schedule the following year, the report related.
The company resumed selling units and now has 43 left but sold only
two condos so far this year after selling 13 in 2015, the report
further related.
The mortgage was subsequently sold to CCP Ponce LLC, an affiliate
of Tampa-based real estate private equity firm Convergent Capital
Partners, the report said.
On Sept. 12, CCP Ponce filed a motion to lift the stay on pursuing
the foreclosure case in county court because Ponce Trust fell
behind on loan payments, the report added. Ponce Trust was
required to pay $3.83 million by Jan 1., 2016 but made partial
payments and it still owed $1.65 million, the report cited the
creditor's motion.
Judge Mark granted the motion on Oct. 26, giving CCP Ponce freedom
to schedule a foreclosure auction in Miami-Dade County Circuit
Court, the report added.
About Ponce Trust
Ponce Trust LLC, the developer and owner of the luxury residential
condominium development known as 1300 Ponce, in Coral Gables,
Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No.
12-14247) on Feb. 22, 2012. Judge Robert A. Mark presides over
the case. Andrea L. Rigali, Esq., Joel L. Tabas, Esq., and Mark
S. Roher, Esq., at Tabas, Freedman, Soloff, Miller & Brown, P.A.,
serve as the Debtor's counsel. The petition was signed by Luis
Lamar, vice president and manager.
Ponce Trust sought Chapter 11 because of (a) the declining real
estate market, (b) its inability to reduce condominium prices in
response to changing market conditions, and (c) its inability, due
to circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.
Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida. On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver. Mr. Larkin is the
President of NAI Miami Commercial Real Estate Services, Worldwide.
1300 Ponce contains 125 residential condominium units. As of the
bankruptcy filing date, the Debtor has a remaining inventory of
about 83 units and rented about 40 of those units. The Debtor
intends to market the remaining Condominium Units for both sale
and rental. The Debtor disclosed $22,734,532 in assets and
$46,999,376 in liabilities as of the Chapter 11 filing.
The residential condominium unit is worth $19 million. MUNB is
owed $37.3 million.
1300 Ponce Holdings LLC, assignee of MUNB, is represented by
Carlton Fields, P.A.
The Court confirmed the Third Amended Chapter 11 Plan on Dec. 26,
2012. Joel L. Tabas named as disbursing agent. Status hearing
scheduled for March 14, 2013 at 2 p.m.
Under the Plan, 300 Ponce Holdings, which made an election under
11 U.S.C. Sec. 1111(b) to have one secured claim in the amount of
$38,174,090, will be paid a stream of payments equal to or greater
than its total claim from unit sales revenues and rental income.
Unsecured creditors will be paid in monthly installments over
seven years in graduated payments through the life of the Plan
starting in November 2017.
In April 2012, the U.S. Trustee said an official committee of
unsecured creditors has not been appointed.
The Troubled Company Reporter, on June 10, 2013, reported that the
Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida closed the Chapter 11 case of Ponce Trust,
LLC.
The Court has determined that the Debtor's Revised Third Amended
Plan of Reorganization has been fully consummated, and the
Debtor's final accounting has been approved.
PORTER BANCORP: Posts $1.39 Million Net Income for Third Quarter
----------------------------------------------------------------
Porter Bancorp, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.39 million on $8.93 million of interest income for the three
months ended Sept. 30, 2016, compared with a net loss of $1.07
million on $9.17 million of interest income for the three months
ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported net
income of $3.88 million on $26.82 million of interest income
compared to a net loss of $2.61 million on $27.54 million of
interest income for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Porter Bancorp had $915.3 million in total
assets, $871.7 million in total liabilities and $43.62 million in
total stockholders' equity.
Going Concern Considerations
and Future Plans
On June 29, 2016, the Company notified the trustees of its election
to again defer its interest payments effective with the third
quarter 2016 payment. The Company has the ability to defer
distributions on its trust preferred securities for 20 consecutive
quarters or through the second quarter of 2021. After 20
consecutive quarters, the Company must pay all deferred
distributions or it will be in default.
The Company continues to be involved in various legal proceedings.
The Company is appealing a judgment against it that it believes,
after conferring with our legal advisors, it has meritorious
grounds on which to prevail. If the Company does not prevail, the
ultimate outcome of this matter could have a material adverse
effect on its financial condition, results of operations, or cash
flows.
PBI Bank is in compliance with each element of its Consent Order
with the Federal Depository Insurance Corporation and the Kentucky
Department of Financial Institutions other than the requirement
that the Bank maintain a minimum Tier 1 leverage ratio of 9% and a
minimum total risk based capital ratio of 12%. As of Sept. 30,
2016, the Bank's Tier 1 leverage ratio and total risk based capital
ratio had improved 6.97% and 11.18%, respectively, both less than
the minimum capital ratios required by the Consent Order, but
otherwise compliant with Basel III capital requirements. The
Consent Order provides that if the Bank should be unable to reach
the required capital levels, and if directed in writing by the
FDIC, the Bank would be required to develop, adopt and implement a
written plan to sell or merge itself into another federally insured
financial institution or otherwise obtain a capital investment
sufficient to recapitalize the Bank. The Bank has not been
directed by the FDIC to implement such a plan.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/sxFOee
About Porter Bancorp
Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky. Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.
Porter Bancorp reported a net loss of $3.21 million on $36.57
million of interest income for the year ended Dec. 31, 2015,
compared to a net loss of $11.15 million on $39.51 million of
interest income for the year ended Dec. 31, 2014.
The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
"the Company has incurred substantial losses in 2015, 2014 and
2013, largely as a result of asset impairments resulting from the
re-evaluation of fair value and ongoing operating expenses related
to the high volume of other real estate owned and non-performing
loans. In addition, the Company's bank subsidiary is not in
compliance with a regulatory enforcement order issued by its
primary federal regulator requiring, among other things, increased
minimum regulatory capital ratios as well as being involved in
various legal proceedings in which the Company disputes material
factual allegations against the Company. Additional losses,
adverse outcomes from legal proceedings or the continued inability
to comply with the regulatory enforcement order may result in
additional adverse regulatory action. These events raise
substantial doubt about the Company's ability to continue as a
going concern."
POWELL VALLEY HEALTH: Committee Taps EisnerAmper as Accountant
--------------------------------------------------------------
The official committee of unsecured creditors of Powell Valley
Health Care, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Wyoming to hire EisnerAmper LLP.
The firm will serve as the committee's accountant and financial
advisor in connection with the Debtor's Chapter 11 case. The
services to be provided by the firm include:
(a) assist the committee in gaining an understanding of the
Debtor's books, business, and records;
(b) review key pleadings and filings in connection with the
bankruptcy case;
(c) consult with the committee and the Debtor's counsel and
financial advisor regarding its financial performance;
(d) assist the committee in the investigation of assets,
liabilities, financial condition and business operation
of the Debtor;
(e) consult with the committee in preparing and reviewing
financial information required in a plan of
reorganization;
(f) assist the committee in its analysis of and negotiation
with any third party concerning matters related to, among
other things, the terms of a plan of reorganization;
(g) provide expert witness testimony, as required;
(h) evaluate the property claimed to be owned by Powell
Valley Hospital District and consult with the committee
regarding financial issues related to the district; and
(i) advise the committee in connection with any potential
sale of assets or business.
The hourly rates charged by the firm are:
Principals/Directors $435 - $610
Senior Managers/Managers $270 - $435
Staff/Paraprofessionals $190 - $205
Thomas Buck, a principal of EisnerAmper, 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:
Thomas Buck
EisnerAmper LLP
111 Wood Avenue South
Iselin, NJ 08830-2700
Phone: 732-243-7000
About Powell Valley Health Care
Powell Valley Health Care, Inc. provides healthcare services to the
greater-Powell, Wyoming community. The Company filed for Chapter
11 bankruptcy protection (Bankr. D. Wyo. Case No. 16-20326) on May
16, 2016. The petition was signed by Michael L. Long, CFO.
The Debtor is represented by Bradley T. Hunsicker, Esq., at Markus
Williams Young & Zimmermann LLC. The case is assigned to Judge
Cathleen D. Parker. The Debtor estimated assets and debts at $10
million to $50 million at the time of the filing.
No trustee or examiner has been appointed in the case.
The United States Trustee appointed Larry Heiser, Veronica
Sommerville, Michelle Oliver, and Joetta Johnson to serve on the
Official Committee of Unsecured Creditors. The Official Committee
of Unsecured Creditors tapped Spencer Fane LLP as counsel.
PRESIDENTIAL REALTY: Incurs $185K Net Loss in Third Quarter
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Presidential Realty Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $185,211 on $226,106 of total revenues for the three
months ended Sept. 30, 2016, compared to net income of $48,771 on
$228,300 of total revenues for the three months ended Sept. 30,
2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $518,128 on $730,676 of total revenues compared to a
net loss of $250,322 on $700,003 of total revenues for the same
period during the prior year.
As of Sept. 30, 2016, Presidential Realty had $975,161 in total
assets, $2.50 million in total liabilities and a total
stockholders' deficit of $1.53 million.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/6yiEPp
About Presidential Realty
Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate. On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.
Presidential Realty reported a net loss of $495,377 on $932,044 of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $941,050 on $871,499 of total revenues for the year ended
Dec. 31, 2014.
Baker Tilly Virchow Krause, LLP, in Melville, New York, 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 has a
working capital deficiency. These factors raise substantial doubt
about its ability to continue as a going concern.
PRESSURE BIOSCIENCES: Closes $2,000,000 Line-of-Credit
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Pressure BioSciences, Inc., announced it has closed a $2 million
line-of-credit with an accredited investor.
On Oct. 28, 2016, an accredited investor purchased from Pressure
BioSciences Inc., a Promissory Note in the aggregate principal
amount of up to $2,000,000 due and payable on the earlier of Oct.
28, 2017, or on the seventh business day after the closing of a
Qualified Offering. On the same day, the Company received its
initial $250,000 advance pursuant to the Note and issued to the
Investor a five-year Common Stock Purchase Warrant to purchase
625,000 shares of the Company's common stock at an exercise price
equal to $0.40 per share. The Investor is obligated to provide the
Company $250,000 advances under the Note, but the Investor is not
required to advance more than $250,000 in any individual 15 day
period and no more than $500,000 in the thirty (30) day period
immediately following the date of the initial advance.
Notwithstanding the 15 day period limitation, on Nov. 2, 2016, the
Company received a second $250,000 advance pursuant to the Note and
the Company issued to the Investor the Second Warrant to purchase
an additional 625,000 shares of the Common Stock.
The terms of the First and Second Warrants are identical except for
the exercise date, issue date, and termination date. Interest on
the principal balance of the Note is to be paid in full on the
Maturity Date but may be prepaid without penalty. Interest will be
assessed between 10% and 18% as more clearly delineated in the
Note. The Investor will also receive 100% warrant coverage on the
amount borrowed within seven days of each advance, with an exercise
price of $0.40 and a term of five years. The Investor will also
receive an origination fee of 5% of the amounts borrowed, payable
in cash or in-kind.
For more information on these and other terms of the Note and the
Common Stock Purchase Warrant, please see https://is.gd/y5hvo9
Mr. Richard T. Schumacher, president and CEO of PBI, commented: "We
are pleased that a long-term, accredited investor of the Company
has offered us the ability to borrow up to $2 million under very
favorable terms, including warrants priced significantly above
today's market. We believe access to this capital will allow us to
increase our focus on the continued expansion of our sales and
marketing capabilities, enhancements in infrastructure,
improvements in efficiency, and other measures that will help to
increase revenue while decreasing costs as we march towards our
goal of profitability."
About Pressure Biosciences
Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.
As of June 30, 2016, Pressure Biosciences had $1.82 million in
total assets, $14.26 million in total liabilities and a
stockholders' deficit of $12.43 million.
Pressure Biosciences reported a net loss of applicable to common
shareholders of $7.43 million on $1.79 million of total revenue for
the year ended Dec. 31, 2015, compared to a net loss applicable to
common shareholders of $6.25 million on $1.37 million of total
revenue for the year ended Dec. 31, 2014.
MaloneBailey LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has a working capital
deficit and has incurred recurring net losses and negative cash
flows from operations. These conditions raise substantial doubt
about its ability to continue as a going concern.
PROSPECT HOLDING: S&P Puts 'CCC-' LT ICR on CreditWatch Positive
----------------------------------------------------------------
S&P Global Ratings said it placed its 'CCC-' long-term issuer
credit rating on Prospect Holding Co. LLC on CreditWatch with
positive implications.
S&P is also raising the rating on the senior unsecured debt to
'CCC-' from 'D' and placing it on CreditWatch with positive
implications.
On Nov. 1, 2016, Prospect announced that it had entered into a
definitive agreement to sell the operating assets of Prospect
Mortgage LLC to HomeBridge Financial Services Inc. The assets
primarily consist of the loan production platform. The purchase
price has not been disclosed.
The indentures on Prospect's senior unsecured notes require
proceeds from asset sales be used to repurchase debt unless
re-invested in the company, which S&P believes is unlikely. The
change of control indenture stipulates that when the transaction
closes the company must retire the outstanding notes at 101% plus
any accrued, unpaid interest. S&P expects Prospect will retire the
remaining $30.3 million of unsecured notes outstanding and wind
down operations under the legal entity Prospect Holdings Co. LLC.
"The CreditWatch with positive implications reflects our
expectation that the asset sale will close, likely by the end of
the first quarter of 2017, and that Prospect likely will use
proceeds from the asset sale to retire its unsecured debt," said
credit analyst Gaurav Parikh. The proceeds from an asset sale and
a subsequent repurchase of debt would place the company in a better
financial position. At that time S&P could raise the issuer credit
rating into the 'B' category.
Should the transaction fail to close, S&P likely would affirm the
current ratings. If Prospect were to resume repurchasing the
unsecured notes, S&P likely would lower the issuer credit rating to
'SD' and the senior unsecured debt rating to 'D'.
QUANTUM CORP: Files Copy of Investor Presentation with SEC
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Quantum Corporation had prepared an investor presentation that
management intends to use from time to time on and after Nov. 2,
2016, in presentations about Quantum's operations and performance.
Quantum may use the Presentation in presentations to current and
potential investors, lenders, creditors, vendors, customers,
employees and others with an interest in Quantum and its business.
The Presentation is available for free at https://is.gd/yxo2My
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive. Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.
For the year ended March 31, 2016, Quantum Corp reported a net loss
of $74.68 million following net income of $16.76 million for the
year ended March 31, 2015.
As of Sept. 30, 2016, Quantum had $220.9 million in total assets,
$344.3 million in total liabilities and a stockholders' deficit of
$123.4 million.
RESIDENTIAL CAPITAL: Bankr. Court Sends "Drennen" to Arbitration
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Judge Sean H. Lane of the United States Bankruptcy Court for the
Southern District of New York approved the defendants' arbitration
motions in the adversary proceeding captioned ROWENA DRENNEN,
individually and as Representative of the KESSLER SETTLEMENT CLASS,
et al., Plaintiffs, v. CERTAIN UNDERWRITERS AT LLOYD'S OF LONDON,
et al., Defendants, Adv. No. 15-01025 (SHL) (Bankr. S.D.N.Y.).
The plaintiffs include the representatives of two class actions
(the "Kessler Class," and the "Mitchell Class," and together, the
"Class Plaintiffs"), and the ResCap Liquidating Trust (the
"Liquidating Trust"). The Liquidating Trust is the successor to
Residential Funding Company, LLC (RFC), one of the debtors, and was
created pursuant to the Chapter 11 liquidation in the Residential
Capital LLC bankruptcy case. The Liquidating Trust was created to
implement the terms of the Chapter 11 Plan by collecting assets and
making distributions to creditors.
The defendants, including ACE Bermuda, AIRCO, Chubb Atlantic, and
XLIB (collectively, the "Bermuda Insurers"), are insurance
companies that issued certain insurance policies (the "GM
Policies") to General Motors Corporation (GM). The GM Policies
covered GM's subsidiaries, including RFC.
In the adversary proceeding, the plaintiffs asserted claims for
declaratory relief and breach of contract against the defendants.
The defendants provided either primary, first excess, second
excess, third excess, or fourth excess coverage to GM and include
the Bermuda Insurers and eight other insurers. The plaintiffs
alleged that RFC spent millions of dollars to defend and settle its
liability in relation to class action lawsuits commenced against
RFC before the bankruptcy. The plaintiffs alleged that the GM
Policies cover the liability that RFC faced in these class action
lawsuits but the defendants have failed to pay the majority of the
defense costs incurred by RFC or for RFC's liability stemming from
the suits. The plaintiffs, therefore, allege that the defendants
have breached the GM Policies and sought inter alia a declaration
that the defendants are obligated under the policies to provide
coverage in connection with the class action claims and damages
resulting from the alleged breach of contract.
The Bermuda Insurers filed a variety of motions seeking to dismiss
the case for, among other things, lack of personal or subject
matter jurisdiction, and to send the dispute to arbitration. The
Bermuda Insurers have requested that the Court consider their
arbitration motions first, arguing that they will moot their other
motions.
In addition to opposing the motions of the Bermuda Insurers, the
plaintiffs filed a motion to strike the majority of these motions
for failure to post security under New York Insurance Law section
1213(c)(1). The plaintiffs also filed what is styled as a
cross-motion under Section 1142(b) of the Bankruptcy Code that
seeks an order to consummate the bankruptcy plan. In the Section
1142 motion, the plaintiffs sought an order enjoining the
defendants from raising certain defenses to insurance coverage,
like anti-assignment and reasonableness, which the plaintiffs
contended are inconsistent with the terms of the confirmed Chapter
11 Plan.
Judge Lane concluded that the parties have agreed to arbitrate,
finding that the applicable agreements between GM and the Bermuda
Insurers each contain a broad provision to send disputes about the
policies to arbitration. The class plaintiffs were assigned those
rights to the GM Policies under the terms of the settlement
agreements. Likewise, the Liquidating Trust was assigned other
rights to the GM Policies under the Plan.
Moreover, Judge Lane held that these arbitration provisions cover
the plaintiffs' dispute, which sought relief based on the insured's
rights under the GM Policies.
Judge Lane, mindful that the issue has already been examined by the
district court, also held that the plaintiffs' claims are non-core
and must therefore be referred to arbitration. The judge explained
that arbitration of the plaintiffs' claims here will not jeopardize
core bankruptcy functions because the Plan has been confirmed, any
recoveries will not significantly impact available assets, and the
Court is not "uniquely able to interpret and enforce" the
provisions of the third excess policies.
Judge Lane, however, added that the Court has authority to stay an
arbitration where appropriate. The judge found that the
possibility of inconsistent judgments and exposing the plaintiffs
to the risks of collateral estoppel or res judicata and concerns
such as cost and efficiency, weigh in favor of staying the
arbitration proceedings.
Thus, the Bermuda Insurers' arbitration motions were granted but
the arbitration proceedings were stayed while the plaintiffs pursue
their claims against other defendants on other related insurance
policies.
Judge Lane also denied the plaintiffs' bond motion, concluding that
no security was required before the filing of the Bermuda Insurers'
motions. All other motions are denied as moot.
The bankruptcy case is In re: RESIDENTIAL CAPITAL, LLC, Chapter 11,
Debtors, Case No. 12-12020 (MG), Jointly Administered (Bankr.
S.D.N.Y.).
A full-text copy of Judge Lane's October 21, 2016 memorandum of
decision is available at https://is.gd/XLhQ2M from Leagle.com.
Residential Capital, LLC, Debtor, represented by Jessica G. Berman
-- jberman@teamtogut.com -- Togut, Segal & Segal LLP, Donald H.
Cram -- dhc@severson.com -- Severson & Werson, PC, Stefan W.
Engelhardt, Morrison & Foerster LLP, George M. Geeslin, Bonnie R.
Golub -- bgolub@weirpartners.com -- Weir & Partners, LLP, Todd M.
Goren -- tgoren@mofo.com -- Morrison & Foerster LLP, Joel C. Haims
-- jhaims@mofo.com -- Morrison & Foerster LLP, Gary S. Lee --
glee@mofo.com -- Morrison & Foerster LLP, Lorenzo Marinuzzi --
lmarinuzzi@mofo.com -- Morrison & Foerster LLP, Larren M. Nashelsky
-- lnashelsky@mofo.com -- Morrison & Foerster LLP, Anthony Princi,
Morrison & Foerster, Steven J. Reisman – sreisman@curtis.com --
Curtis, Mallet-Prevost, Colt & Mosle LLP, Norman Scott Rosenbaum --
nrosenbaum@mofo.com -- Morrison & Foerster LLP, Kayvan B. Sadeghi
-- ksadeghi@mofo.com -- Morrison & Foerster LLP & John W. Smith T.
-- jsmitht@bradley.com -- Bradley Arant Boult Cummings LLp.
Official Committee Of Unsecured Creditors, Creditor Committee,
represented by Kenneth H. Eckstein -- keckstein@kramerlevin.com --
Kramer Levin Naftalis & Frankel LLP, Robert J. Feinstein --
rfeinstein@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP, Ronald
J. Friedman –- rfriedman@silvermanacampora.com --
SilvermanAcampora LLP, Douglas Mannal -- dmannal@kramerlevin.com --
Kramer Levin Naftalis & Frankel LLP, Robert D. Nosek & Steven S.
Sparling -- ssparling@kramerlevin.com -- Kramer Levin Naftalis &
Frankel, LLP.
Official Committee of Unsecured Creditors of Residential Capital,
LLC, et al., Creditor Committee, represented by Stephen Zide --
szide@kramerlevin.com -- Kramer Levin Naftalis and Frankel, LLP.
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
REVEL AC: Summary Judgment Warranted in IDEA's Suit vs. Polo
------------------------------------------------------------
In the adversary proceeding captioned IDEA Boardwalk, LLC,
Plaintiff, v. Polo North Country Club, Inc., Defendant, Adv. Pro.
No. 14-01756 (MBK) (Bankr. D.N.J.), Judge Michael B. Kaplan of the
United States Bankruptcy Court for the District of New Jersey held
that summary judgment is warranted on Count VIII of IDEA Boardwalk,
LLC's complaint against Polo North Country Club, Inc.
In April of 2012, Revel AC, Inc., opened a 47-story resort-casino
in Atlantic City, New Jersey. As part of its plan for the casino,
Revel entered into a lease with IDEA dated May 12, 2012 to operate
two upscale night clubs and a beach club. The lease is for a
10-year term, with a 15-year option to extend the term.
On June 19, 2014, after a failed sale effort and substantial cash
flow concerns, Revel filed its second voluntary Chapter 11
petition. On August 11, 2014, Revel informed all tenants of its
intention to close the casino no later than September 10, 2014. On
August 28, 2014, Revel filed a motion to reject the lease, nunc pro
tunc to September 2, 2014, the date Revel in fact closed its doors.
After the casino closed and the Venues ceased operations, IDEA
filed a verified complaint against Revel seeking injunctive relief
to compel Revel to abide by the lease. On September 26, 2014, IDEA
amended the complaint seeking injunctive relief to protect its
rights under the lease, including the right to continued
possession, utilities and necessary easements. Revel filed a
motion to dismiss the complaint on October 13, 2014.
After Revel filed its motion to dismiss, Polo North and the debtors
executed an Amended and Restated Asset Purchase Agreement (APA) on
March 20, 2015. On the same day, the debtors filed a motion to
sell their assets to Polo North free and clear of liens, claims,
encumbrances and interests, including the lease. IDEA, together
with other tenants, opposed the sale motion. On April 6, 2015, the
court entered an order granting the sale motion and approving the
APA subject to IDEA's rights under the lease. On June 22, 2015,
the court entered an order granting Revel's motion to substitute
the defendant and to amend the caption, replacing Revel with Polo
North as the defendant in the matter.
IDEA filed a summary judgment motion, seeking judgment as to Counts
I, II, VI and VIII of its First Amended Adversary Complaint against
Polo North.
With regard to Counts I, II and VI of the complaint, Judge Kaplan
pointed out that there is no dispute that the court previously
resolved the issues addressed in these counts by the court's June
30, 2015 order which granted in part IDEA's cross-motion seeking
clarification of rights pursuant to 11 U.S.C. section 365(h) and
granting in part preliminary injunction, together with the factual
findings and legal conclusions set forth on the record and in the
court's Memorandum Decision, dated June 24, 2016.
As to the remaining dispute on Count VIII, IDEA sought declaratory
relief as to its rights and obligations under section 365(h)
regarding its commercial lease, previously rejected by the debtors.
Judge Kaplan held that the impact of the debtors' rejection of the
lease, and IDEA's election to remain in possession is clear: by
electing to remain in possession and assert its rights under
section 365(h), IDEA, in effect, waived the debtors' breach of the
lease and opted instead to continue its relationship under the
existing terms and conditions. The judge explained that because
IDEA exercised its right not to terminate the lease, to which it
was entitled under section 365(h)(1)(A)(i), and instead opted to
continue its relationship with Polo North, IDEA is required to
operate its Venues, in compliance with its responsibilities under
the lease, as long as there are no legal or physical impediments to
doing so.
Judge Kaplan, however, held that Polo North need not comply with
the balance of the performance obligations under the lease (e.g.,
further build-outs, maintenance, janitorial services, repairs,
security, utilities, etc.), unless the failure to perform
interferes with IDEA's possession, use and quiet enjoyment of the
facilities.
Judge Kaplan also pointed out that section 365(h) provides an
overlay with regard to the parties' respective leasehold rights,
such that while IDEA remains constrained to adhere to all of its
covenants and agreements under the lease, section 365(h)(1)(B)
allows IDEA to offset against future rent any damages caused, after
rejection, by the debtors' nonperformance of the lease terms.
IDEA submitted that section 365(h)(1)(B) allows it to offset
against future rent any damages caused, after rejection, by the
nonperformance of the lease terms, which should include the capital
recoupment obligation. At a bare minimum, IDEA argued that the
payment of the recoupment amount is an element of the "rent
reserved" under the lease which falls under the ambit of section
365 (h).
In contrast, Polo North contended that it acquired the casino under
the sale order, free and clear of this claim. In addition, Polo
North argued that the debtors' rejection of the lease under section
365 eliminated this performance obligation, and that any claim IDEA
may have for repayment of its capital contribution was discharged
under the debtors' confirmed plan. Lastly, Polo North suggested
that it is simply inequitable for the court to impose this
repayment obligation upon the buyer of assets.
Judge Kaplan ruled that Polo North acquired its interests in the
casino subject to the tenants' rights under section 365(h), and
that IDEA's section 365(h) rights were neither impacted by the sale
nor discharged under the debtors' confirmed plan. Further, Judge
Kaplan found that the right to recoup its capital contribution
relates to amounts payable by IDEA, and thus falls within the ambit
of rights preserved under section 365(h)(1)(A)(ii).
Finally, Judge Kaplan concluded that resolution of the dispute by
summary judgment is warranted, because the material facts and
record are not in dispute and the declaratory relief sought in
Count VIII of the complaint raise strictly a legal issue; to wit,
the scope of the parties' rights under the lease pursuant to
section 365(h).
The bankruptcy case is In Re: REVEL AC, INC., et al., Chapter 11,
Debtors, Case No. 14-22654 (MBK) (Bankr. D.N.J.).
A full-text copy of Judge Kaplan's October 21, 2016 memorandum
decision is available at https://is.gd/JCaTmt from Leagle.com.
Revel AC, Inc. is represented by:
L. John Bird, Esq.
FOX ROTHSCHILD LLP
Citizens Bank Center
919 North Market Street, Suite 300
Wilmington, DE 19899-2323
Tel: (302)654-7444
Fax: (302)656-8920
Email: lbird@foxrothschild.com
-- and --
Raymond M. Patella, Esq.
Michael J. Viscount, Jr., Esq.
John H. Strock, Esq.
FOX ROTHSCHILD LLP
1301 Atlantic Avenue
Midtown Building Suite 400
Atlantic City, NJ 08401-7212
Tel: (609)348-4515
Fax: (609)348-6834
Email: rpatella@foxrothschild.com
mviscount@foxrothschild.com
-- and --
John K. Cunningham, Esq.
WHITE & CASE LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
Tel: +44(20)7532-1000
Email: johncunningham@whitecase.com
-- and --
Evan Goldenberg, Esq.
Fan B. He, Esq.
Richard S. Kebrdle, Esq.
Jason N. Zakia, Esq.
Alfred J. Lechner, Jr., Esq.
Kevin M. McGill, Esq.
Andrew Ritter, Esq.
WHITE & CASE LLP
Southeast Financial Center
200 South Biscayne Boulevard, Suite 4900
Miami, FL 33131-2352
Tel: (305)371-2700
Email: egoldenberg@whitecase.com
fhe@whitecase.com
rkebrdle@whitecase.com
jzakia@whitecase.com
United States Trustee, U.S. Trustee, is represented by:
Mitchell Hausman, Esq.
Jeffrey M. Sponder, Esq.
OFFICE OF THE U.S. TRUSTEE
UNITED STATES DEPARTMENT OF JUSTICE
One Newark Center
1085 Raymond Boulevard, Suite 2100
Newark, NJ 07102
Tel: (973)645-3104
Fax: (973)645-5993
Official Committee Of Unsecured Creditors, Creditor Committee, is
represented by:
Ryan T. Jareck, Esq.
Stuart Komrower, Esq.
Michael D. Sirota, Esq.
Warren A. Usatine, Esq.
Ilana Volkov, Esq.
COLE SCHOTZ P.C.
Court Plaza North
25 Main Street
Hackensack, NJ 07601
Tel: (201)489-3000
Fax: (201)489-1536
Email: rjareck@coleschotz.com
skomrower@coleschotz.com
msirota@coleschotz.com
susatine@coleschotz.com
ivolkov@coleschotz.com
-- and --
Mark Tsukerman, Esq.
COLE SCHOTZ P.C.
1325 Avenue of the Americas, 19th Floor
New York, NY 10019
Tel: (212)752-8000
Fax: (212)752-8393
Email: mtsukerman@coleschotz.com
About Revel AC
Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates
Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey. Revel AC Inc. and five of its affiliates sought
bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on
June 19, 2014, to pursue a quick sale of the assets. The Chapter
11 cases of Revel AC LLC and its debtor-affiliates are transferred
to Judge Michael B. Kaplan. The Debtors' cases was originally
assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases
are jointly consolidated for procedural purposes. Revel AC
estimated assets ranging from $500 million to $1 billion, and the
same amount of liabilities.
White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker. The
Debtors' solicitation and claims agent is Alixpartners, LLP.
The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP. The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.
This is Revel AC's second trip to bankruptcy. The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No.
13-16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion. Less than two months later on May 15,
2013,the 2013 Plan was confirmed and became effective on May 21,
2013.
* * *
Revel AC, Inc., et al., on April 20, 2015, filed an amended plan of
reorganization and accompanying disclosure statement to incorporate
the terms of a settlement and plan support agreement entered into
with the Official Committee of Unsecured Creditors, and Wells Fargo
Bank, N.A., as DIP Agent, and Wells Fargo Principal Lending, LLC,
as a Prepetition First Lien Lender and DIP Lender.
The Settlement Agreement, among other things, provides that Wells
Fargo agrees to give the general unsecured creditors $1.60 million
of its recovery from the proceeds of the sale of substantially all
of the Debtors' assets to Polo North Country Club, Inc., and to
advance $150,000 from its recovery to fund the Debtors'
reconciliation of claims and prosecution of claims or estate causes
of actions.
Early in April 2015, U.S. Bankruptcy Judge Gloria Burns approved an
$82 million sale of the Revel Casino Hotel to Polo North Country
Club, Inc., which is owned by Florida developer Glenn Straub,
ending nearly 10 months of contentious legal combat for control of
the Atlantic City, N.J., resort.
S-3 PUMP SERVICE: Pacific Western Objects to Disclosure Statement
-----------------------------------------------------------------
Pacific Western Equipment Finance, a division of Pacific Western
Bank, objects to the disclosure statement explaining S-3 Pump
Service, Inc.'s plan of reorganization.
Pacific West complains that the Disclosure Statement does not
provide the required adequate information regarding the Debtor's
proposal to transfer assets to a creditors' trust in order to pay
all priority unsecured and administrative claims as well as an
estimated 40% to 50% of general unsecured claims. The proposal,
according to Pacific West, (i) fails to provide adequate
information regarding the over $6.3 million in assets that the
Debtor proposes to transfer to the creditors' trust, (ii) provides
inaccurate or inadequate information regarding the estimated amount
of the general unsecured claims to justify this massive transfer
and (iii) underestimates Pacific Western's claim.
Pacific Western holds an allowed secured claim that is secured by a
first priority security interest in certain trailer-mounted frac
pumps and associated equipment.
Pacific Western is represented by:
Leo Congeni, Esq.
CONGENI LAW FIRM, LLC
424 Gravier Street
New Orleans, LA 70130
Tel: (504) 522-4848
Email: leo@congenilawfirm.com
About S-3 Pump Service
S-3 Pump Service, Inc., provider of high pressure pumping service,
filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No.
16-10383) on March 4, 2016. The petition was signed by Malcolm H.
Sneed, III, the president. Judge Jeffrey P. Norman is assigned to
the case.
The Debtor estimated assets and debt in the range of $10 million to
$50 million.
Blanchard, Walker, O'Quin & Roberts serves as the Debtor's counsel.
Robert E. King, III, serves as the Debtor's business valuation
expert. Cook, Yancey, King & Galloway, and Gaudry, Ranson, Higgins
& Gremillion, L.L.C., serve as special counsel. Lesley Amos at RBM
LLP serves as the Debtor's accountant. David W. Volentine serves
as the Debtor's appraiser of the Debtor's real property in
Louisiana, and Daniel J. Kruse of Superior Asset Appraisals as
appraiser of the Debtor's fleet of vehicles and pump equipment.
SABRE GLBL: S&P Reinstates 'BB-' Rating on $1BB Sr. Sec. Facility
-----------------------------------------------------------------
S&P Global Ratings corrected by reinstating its 'BB-' issue-level
rating and '3' recovery rating on Southlake, Texas-based travel
technology company Sabre GLBL Inc.'s $1 billion senior secured
credit facility, which consists of a $400 million senior secured
revolving credit facility and a $600 million senior secured
incremental term loan A due in 2021. The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50%-70%; upper
half of the range) of principal in the event of a payment default.
S&P had withdrawn the ratings in error on Nov 1, 2016.
RATINGS LIST
Sabre GLBL Inc.
Corporate Credit Rating BB-/Stable/--
Ratings Reinstated
Sabre GLBL Inc.
Senior Secured
$400 million revolving credit facility BB-
Recovery Rating 3H
$600 million incremental tm ln A due 2021 BB-
Recovery Rating 3H
SAM'S NA: Assignment of Rights from Sam's HP Valid, Court Says
--------------------------------------------------------------
Judge Basil H. Lorch, III, of the United States Bankruptcy Court
for the Southern District of Indiana, New Albany Division, found
that the verbal assignment of the rights and assets arising out of
an Asset Purchase Agreement from Sam's HP to the plaintiff, Sam's
NA, Inc., was a valid and effective assignment.
The adversary proceeding captioned SAM'S NA, INC, Plaintiff, v.
U.S. SMALL BUSINESS ADMINISTRATION, et al., Defendants, Adv. No.
14-59035 (Bankr. S.D. Ind.), was initiated on October 15, 2014, by
the filing of a complaint to adjudicate the rights of multiple
parties to certain insurance proceeds due as a result of a fire
that occurred at a restaurant operated by Sam's NA, on or about
December 9, 2013. Sam's NA settled with the U.S. Small Business
Association and with Blackstone Capital.
The controversy between Sam's NA and the related defendants, Sam's
Food and Spirits, LLC, Sam's Indiana, LLC, Main Street Management
Associates, LLC (MSMA), and Douglas K. Gossman continued to trial
before the court on Sam's NA's Second Amended Complaint beginning
on May 16, 2016, and concluding on May 19, 2016. Sam's NA's claims
against the defendants were for breach of contract, breach of
warranty, fraud, and constructive fraud arising out of the APA.
Additional claims included conversion and unjust enrichment from
the appropriation of Sam's NA's American Express (AMEX) proceeds.
At the heart of the controversy lies an APA from which Sam's
Indiana, the proper selling party and actual owner of a restaurant
business at 3800 Payne Koehler Road, in New Albany, Indiana, was
omitted. Sam's NA asserted that the defendants' omission of Sam's
Indiana was intentional and therefore amounted to fraud.
Alternatively, Sam's NA contended that, if the omission of Sam's
Indiana is deemed to have been a mistake, the APA should be
reformed to reflect Sam's Indiana as the selling party. Further,
Sam's NA asserted that the defendants breached the APA contract and
the warranty therein and committed fraud by virtue of the
undisclosed Small Business Association (SBA) lien on the business
assets.
The defendants, on the other hand, contended that the APA is void
ab initio because there was never a meeting of the minds between
the parties as the defendants believed they were contracting to
sell the business assets to Sam's HP, when in fact they were
selling the business assets to an unknown entity in Sam's NA. If
not void, then the defendants reason that the APA should be
reformed due to mutual mistake to reflect Sam's Indiana as the
selling party.
In addition to the claims related to the APA, Sam's NA contended
that the defendants' appropriation of misdirected AMEX Funds
amounted to criminal conversion for which Sam's NA is entitled to
civil damages. Finally, the defendants asserted in their
counterclaim that they are entitled to setoff and recoupment
against any award to Sam's NA due to Sam's NA's unpaid rent and
property taxes under the lease agreement.
Judge Lorch found that the verbal assignment of the rights and
assets arising out of the APA from Sam's HP to Sam's NA was a valid
and effective assignment. The judge ordered that the APA shall be
reformed for mutual mistake to reflect Sam's Indiana and MSMA as
the proper "Selling Party" to give effect to the true, common
intent of the parties to the transaction.
Further, Judge Lorch found that Sam's Indiana and MSMA are jointly
and severally liable to Sam's NA for $120,000 in damages for breach
of warranty with respect to the undisclosed SBA lien on the
business assets. In addition, Sam's Indiana and Gossman are jointly
and severally liable to Sam's NA for $93,832.60 in civil damages
plus attorney's fees for conversion of Sam's NA's AMEX proceeds
from the business.
Finally, Judge Lorch held that the defendants are entitled to
recoupment of all unpaid rent and property taxes owed by Sam's NA
under the lease agreement against the $120,000 award to Sam's NA
for breach of warranty under the APA.
The bankruptcy case is In re: SAM'S NA, INC, Debtor, Case No.
13-90259-BHL-11 (Bankr. S.D. Ind.).
A full-text copy of Judge Lorch's October 19, 2016 memorandum is
available at https://is.gd/76U8A6 from Leagle.com.
Sam's NA, Inc. is represented by:
Neil C. Bordy, Esq.
Tyler R. Yeager, Esq.
SEILLER WATERMAN LLC
462 S. Fourth Street, 22nd Floor
Louisville, KY 40202
Tel: (502)584-7400
Fax: (502)583-2100
Email: bordy@derbycitylaw.com
U.S. Trustee is represented by:
Jeannette Eisan Hinshaw, Esq.
OFFICE OF THE U.S. TRUSTEE
101 West Ohio, Suite 1000
Indianapolis, IN 46204
Tel: (317)226-6101
Fax: (317)226-6356
About Sam's NA
Sam's Na, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Ind. Case No. 13-90259) on February 7, 2013. The Debtor is
represented by Neil C. Bordy, Esq.
SCHOOL OF EXCELLENCE: S&P Affirms Longterm BB Rating on Bonds
-------------------------------------------------------------
S&P Global Ratings revised its outlook on the Texas Public Finance
Authority Charter School Finance Corp.'s revenue bonds, series
2004A, issued for the School of Excellence in Education (SEE) to
negative from stable. At the same time, S&P Global Ratings
affirmed its 'BB' long-term rating on the bonds.
S&P Global Ratings also assigned its 'BB' long-term rating, and
negative outlook, to the authority's revenue refunding bonds,
series 2016A and series 2016B, issued for the SEE.
"The outlook revision reflects our view of the unexpected and large
enrollment decline for fall 2016, which builds upon steady declines
over the past several years and could potentially affect SEE's
financial profile adversely in the near term," said S&P Global
Ratings credit analyst Brian Marshall.
In S&P's view, the school's financial metrics are currently
sufficient for the 'BB' rating level and S&P understands management
has identified continued cost-containment measures. However, should
enrollment declines continue at the current pace, S&P is uncertain
as to whether the school will be able to make sufficient ongoing
expenditure adjustments and to maintain operations, coverage, and
balance-sheet metrics near current levels.
More specifically, the rating reflects S&P's view of the school's:
-- Limited demand profile characterized by continuous
enrollment declines in the past three years, lack of a
waitlist, and unfilled capacity at the school;
-- Limited financial flexibility given historical expense
reductions and sparse revenue sources;
-- Improved operating performance that might not be sustainable
as SEE depends on additional federal grant money; and
-- Inherent uncertainty associated with charter renewals, as
with all charter schools.
The rating also reflects S&P's view of the school's:
-- Long institutional tenure--SEE has been in operation since
1998 and has had three charter renewals, including a 10-year
renewal in 2016;
-- Low lease-adjusted debt service burden at 8.7% of fiscal
2015 expenses; and
-- Strong balance sheet for the rating, with unrestricted
liquidity measured at 97 days' cash on hand as of fiscal
2015.
S&P understands that officials will use bond proceeds to refund a
portion of the school's debt outstanding for savings and without
extending maturities. Bonds are secured by pledged revenues, which
are defined as all revenues or income derived from SEE pursuant to
the loan agreement. Under the loan agreement, SEE makes payments
from a pledge of gross revenues, which S&P views as an equivalent
of a general obligation of the school.
The negative outlook reflects S&P's opinion of the school's
historical and recent unexpected enrollment declines. Over the
one-year outlook period, continued enrollment declines could
adversely affect S&P's view of the strength of SEE's financial
profile despite management's efforts to stabilize enrollment and
maintain strong liquidity.
S&P could lower the rating if enrollment declines continue and
result in material operating deficits and a substantially weaker
cash position no longer commensurate, in S&P's view, with a 'BB'
rating level.
Conversely, S&P could revise the outlook to stable if SEE's
enrollment levels were to stabilize, while the school maintained an
adequate financial profile for the 'BB' rating level. S&P would
also expect SEE to remain in compliance with all of its bond
covenants.
SCIENTIFIC GAMES: Incurs $98.9 Million Net Loss in Third Quarter
----------------------------------------------------------------
Scientific Games Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $98.9 million on $720 million of total revenues for the three
months ended Sept. 30, 2016, compared to a net loss of $1.07
billion on $671.6 million of total revenue for the three months
ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $242.9 million on $2.13 billion of total revenue
compared to a net loss of $1.26 billion on $2.02 billion of total
revenue for the same period last year.
As of Sept. 30, 2016, Scientific Games had $7.37 billion in total
assets, $9.12 billion in total liabilities and a total
stockholders' deficit of $1.75 billion.
Kevin Sheehan, CEO and president, said, "Scientific Games is
focused on building momentum. The dedicated efforts of our
employees combined with the benefits that our products and
technology solutions deliver to our gaming, lottery and interactive
customers and players led to year-over-year increases in revenue,
AEBITDA and free cash flow. The breadth and depth of our new
products showcased at the Global Gaming Expo ("G2E") and National
Association of State and Provincial Lotteries ("NASPL") tradeshows
demonstrate our commitment to innovation and solutions that help
our customers more fully engage with their players to create
growth. With the most comprehensive portfolio of solutions
available to the gaming and lottery industries, we continue to
raise the bar with new products that help our customers grow
revenue and generate profitable returns on their investment."
Sheehan said, "As we look forward, it is time to transform the way
we operate by creating a simpler, more efficient and nimble
organization with a laser focus on our core businesses. Our
priorities are: 1) drive further innovation to create new,
differentiated products for our customers that power growth, 2)
focus on prudent fiscal management to improve financial returns and
free cash flow to accelerate deleveraging, and 3) build a corporate
culture open to new ideas and opportunities that help to accelerate
our progress."
Michael Quartieri, executive vice president and chief financial
officer, added, "We are increasing our concentration on disciplined
cost management with process improvement and lean initiatives
across our global businesses. Yesterday, we embarked on a business
improvement initiative to manage our expenses more efficiently,
which we expect will reduce our annualized cost structure by $75
million. We anticipate the initiative to be largely implemented by
the end of 2016 at a cost of approximately $20 million. By
strengthening our competencies and investing prudently in our core
businesses, we are further positioning Scientific Games to deliver
on our priorities."
During the quarter ended Sept. 30, 2016, the Company made net
payments of $42.4 million on its debt, including $30 million of
voluntary net repayments under its revolving credit facility and
$10.8 million in mandatory amortization of its term loans, as well
as payments to reduce capital leases. Cash and cash equivalents
increased $19.5 million during the third quarter. In the
prior-year period, the Company made net payments of $72.6 million
on its debt, partially reflecting the use of $27.0 million of cash
and cash equivalents.
The Company remains committed to prioritizing debt repayments from
cash flow. In aggregate, since the beginning of the year, the
total principal face value of debt has been reduced by $151
million.
Capital expenditures totaled $81.8 million. For 2016, the Company
continues to expect capital expenditures to be within a range of
$260 to $280 million.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/WOBYSj
About Scientific Games
Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets. The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services. Visit
http://www.scientificgames.com/
Scientific Games reported a net loss of $1.39 billion on $2.75
billion of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of $234.3 million on $1.78 billion of total revenue
for the year ended Dec. 31, 2014.
As of June 30, 2016, Scientific Games had $7.46 billion in total
assets, $9.13 billion in total liabilities and a $1.66 billion
total stockholders' deficit.
* * *
The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to 'B1'. The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the
end of 2014.
As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.
"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.
SERVICEMASTER COMPANY: Moody's Retains Ba3 CFR
----------------------------------------------
Moody's Investors Service said The ServiceMaster Company LLC's
ratings, including the Ba3 Corporate Family, Ba2 senior secured, B1
senior unsecured, B2 senior unsecured (legacy) and SGL-1 liquidity
ratings are unchanged following the company's announcement that it
plans to increase the size of its proposed senior secured term loan
due 2023, reduce the size of the proposed senior unsecured notes
due 2024 and add less debt to its balance sheet.
ServiceMaster, a wholly-owned subsidiary of publicly-traded
ServiceMaster Global Holdings, Inc. based in Memphis, TN, is a
national provider of products and services (termite and pest
control, home service contracts, cleaning and disaster restoration,
house cleaning, furniture repair and home inspection), through
company-owned and franchised operations. Brands include: Terminix,
American Home Shield (AHS), ServiceMaster Clean, Merry Maids,
Furniture Medic and AmeriSpec.
SEVENTY SEVEN: Moody's Corrects Rating on 1st Lien Loan to Caa1
---------------------------------------------------------------
Moody's has corrected the rating on Seventy Seven Operating LLC's
senior secured 1st lien term loan due 2020, CUSIP 81810HAB8, to
Caa1 from Caa2.
Due to an internal administrative error, this CUSIP was previously
linked to the Seventy Seven Operating LLC's senior secured 2nd lien
incremental term loan due 2021, rated Caa2.
SHERWIN ALUMINA: Shuts Down Gregory Plant After Settlement Okayed
-----------------------------------------------------------------
After several months of bargaining, the United Steelworkers (USW)
union has reached an agreement with the management of the Sherwin
Alumina plant in Gregory that preserves the pension plan and gains
severance pay and other benefits for USW members when Sherwin
officially shut down the plant on Friday, Nov. 4, 2016, more than
two years after the company locked 450 workers out of their jobs.
The court in Sherwin's Chapter 11 bankruptcy case approved the
settlement on Nov. 3 after a short hearing.
"While the USW ultimately is deeply troubled by the company's
decision to shut down the plant, we are proud of the way these
brave workers stood up to a greedy corporate giant and fought as
hard as they could to achieve the best possible result for
themselves, their families and the entire community," said USW
District 13 Director Ruben Garza. "From the beginning, this has
been a story of corporate greed, which led to the company's
unnecessary and disastrous lockout and, ultimately, the bankruptcy
of a once-thriving facility.
"Throughout the past two years, through repeated attempts to reach
an agreement at the bargaining table, through NLRB cases and
appeals, through bankruptcy, and of course in the face of the
company's relentless concessionary demands and intimidation
tactics, the members of Local 235A stood strong," Mr. Garza said.
"That's not to say we didn't have help -- the solidarity of our
allies around the world, the strength of the USW's strike and
defense fund and emergency health benefits, as well as the support
of the entire South Texas community, all played a role in keeping
this fight alive."
The USW repeatedly presented Sherwin with proposals designed to
keep the plant open. Sherwin filed for Chapter 11 bankruptcy in
January and notified the USW in August that it planned to close the
facility. The closure agreement confirms that all bargaining unit
work at the plant will cease on Nov. 4 and the lockout will end.
The permanent shutdown will trigger eligibility for shutdown
pension benefits.
Under the closure agreement, the company will permanently lay off
the USW work force, which will allow workers to preserve certain
pension rights, as well as assist with pursuing Trade Adjustment
Assistance and other benefits.
"This situation was exacerbated by the flood of unfairly traded
Chinese aluminum into the United States. But in the end, it was
the strength and solidarity of the 235A membership that was
instrumental in preserving the benefits we were able to secure
through this agreement," said USW International President Leo W.
Gerard. "If this difficult situation proves anything, it is that
USW members never stop fighting for what is right, even in the face
of a greedy, hostile global conglomerate. We did not -- and we
will not -- abandon the working families of South Texas.
"While we are disappointed by this outcome, we should all be proud
of the way we stood up for each other."
The USW -- http://www.usw.org/-- represents 850,000 workers in
North America employed in many industries that include metals,
rubber, chemicals, paper, oil refining and the service and public
sectors.
About Sherwin Alumina Company
Sherwin Alumina Company, LLC, and Sherwin Pipeline, Inc., filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos.
16-20012 and 16-20013, respectively) on Jan. 11, 2016. Thomas
Russell signed the petitions as authorized signatory. Judge David
R. Jones has been assigned the case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Zack A. Clement PLLC as local counsel, Huron Consulting Services
LLC as financial advisor and Kurtzman Carson Consultants LLC as
claims, notice and balloting agent.
Sherwin operates an alumina plant in Gregory, Texas that produces
aluminum oxide (or alumina), which is the primary component of
aluminum, from bauxite. Sherwin produces alumina through the
"Bayer Process," a refining technique that produces alumina from
bauxite ore by dissolving the bauxite in a caustic solution.
The Debtors disclosed total assets of $254,617,187 and total
liabilities of $218,177,760, on Feb. 5, 2016.
The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors. Robin Russell, Esq., Timothy S. McConn,
Esq., and Ashley Gargour, Esq., at Andrews Kurth LLP, in Houston,
Texas, represent the Committee.
SIGNAL GENETICS: Conference Call Held to Discuss miRagen Merger
---------------------------------------------------------------
Signal Genetics, Inc., filed with the Securities and Exchange
Commission a copy of a transcript of the joint conference call held
by the Company on Nov. 1, 2016. The conference call was conducted
to review Signal's proposed merger with miRagen.
Samuel D. Riccitelli, president and chief executive officer, of
Signal Genetics, said "After a thorough review of several strategic
alternatives dating back to earlier this year, Signal's Executive
Team and our Board of Directors unanimously believe this
transaction provides our Stockholders with an attractive
opportunity for both short-term and long-term value appreciation.
With our strategic advisors, the Signal Board and Management Team
pursued a variety of alternatives to maximize Stockholder value,
including a potential merger, a sale of some or all of the
Company's assets, or the potential liquidation of the Company.
Ultimately, Signal's Management and Board determined that our
proposed merger with miRagen will be in the best interests of our
Stockholders, and our Board has unanimously recommended that
Signal's Stockholders approve the proposed merger.
"We believe Signal's investors and the investment community at
large will come to see the potential of miRagen's product-focused
platform, developing microRNA therapies for unmet medical needs. We
also believe the proposed merger provides Signal Stockholders with
an attractive opportunity for long-term value appreciation, based
on a portfolio of product candidates. The merger will result in a
clinical stage Company with a diversified portfolio including two
programs in Phase 1 clinical trials.
"Signal also announced yesterday that we have entered into a
non-binding letter of intent with a large global diagnostic
laboratory for the sale of intellectual property assets related to
Signal's MyPRS test."
A full-text copy of which is available for free at:
https://is.gd/il7fPc
About Signal Genetics
Signal Genetics, Inc., is a commercial stage, molecular genetic
diagnostic company. The Company is focused on providing diagnostic
services that help physicians to make decisions concerning the care
of cancer patients. The Company's diagnostic service is the
Myeloma Prognostic Risk Signature (MyPRS) test. The MyPRS test is
a microarray-based gene expression profile (GEP), assay that
measures the expression level of specific genes and groups of genes
that are designed to predict an individual's long-term clinical
outcome/prognosis, giving a basis for personalized treatment
options.
The Company reported a net loss attributable to stockholders of
$11.32 million for the year ended Dec. 31, 2015, compared to a net
loss attributable to stockholders of $6.64 million for the year
ended Dec. 31, 2014.
As of Sept. 30, 2015, the Company had $7.54 million in total
assets, $2.85 million in total liabilities and $4.68 million in
total stockholders' equity.
"Due to current market conditions, the Company's current liquidity
position and its depressed stock price, the Company believes it may
be difficult to obtain additional equity or debt financing on
acceptable terms, if at all, thus raising substantial doubt about
the Company's ability to continue as a going concern. If it is
unable to raise additional capital or successfully complete a
strategic partnership, alliance, collaboration or other similar
transaction, the Company will need to delay or reduce expenses or
limit or curtail operations, any of which would have a material
adverse effect on its business. Further, if the Company is unable
to raise additional capital or successfully complete a strategic
partnership, alliance, collaboration or other similar transaction
on a timely basis and on terms that are acceptable, the Company
would also be required to sell or license its assets, sell the
Company or otherwise liquidate all or a portion of its assets
and/or cease its operations altogether," the Company stated in its
quarterly report for the period ended Sept. 30, 2016.
SILVER LAKE: Hires Haller & Colvin as Attorneys
-----------------------------------------------
Silver Lake L.P. seeks authorization from the U.S. Bankruptcy Court
for the Northern District of Indiana to employ Daniel J. Skekloff
and Scot T. Skekloff and Haller & Colvin, PC as attorneys under a
general retainer.
Haller & Colvin will be reimbursed for reasonable out-of-pocket
expenses incurred.
Daniel J. Skekloff, member of Haller & Colvin, 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 estate.
Haller & Colvin can be reached at:
Daniel J. Skekloff, Esq.
HALLER & COLVIN, PC
444 E. Main Street
Fort Wayne, IN 46802
Tel: (260) 426-0444
Fax: (260) 422-0274
About Silver Lake L.P.
Silver Lake L.P., formerly doing business as Silver Lake Group of
Angola, L.P., filed a chapter 11 petition (N.D. Ind. Case No,
16-12195) on Oct. 17, 2016. The petition was signed by Mark D.
Krueger, general partner. The Debtor is represented by Daniel J.
Skekloff, Esq., and Scot T. Skekloff, Esq., at Haller & Colvin, PC.
The case is assigned to Judge Robert E. Grant. The Debtor
estimated assets and liabilities at $1 million to $10 million at
the time of the filing.
SONDIAL PROPERTIES: Unsecureds To Be Paid in Full Over 36 Months
----------------------------------------------------------------
Sondial Properties, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Georgia a plan of reorganization and
accompanying disclosure statement, which propose that Class 3 -
General Unsecured Creditors that are not related to the Debtor or
its owners in any manner will be paid in full over 36 months from
the effective date by the payment of equal quarterly payments
pro-rated among the creditors on the 15th day following the end of
each preceding quarter.
The Class 2, Secured Creditor, CPIF Decatur Office (LLC), will be
paid in full its allowed secured claim by one of the following
three alternative methods:
(i) On the Effective Date, the Reorganized Debtor will continue
to list the Debtor's Facility for sale with a reputable commercial
real estate broker for a minimum listing price of $10,500,000. The
Debtor will fully cooperate with the broker in the marketing of the
Debtor's Property and net proceeds from the sale will be used to
satisfy the allowed secured claim of CPIF in full.
(ii) At any time subsequent to the Effective Date of
Confirmation, the Debtor's members will retain the right to market
and sell membership interest privileges to a qualified investor.
Any funds paid to purchase membership interests will be paid in to
Debtor's operating account and will be used to fund this Plan.
(iii) Commencing 10 days following a Final Order of
Confirmation, the Debtor will also make a monthly payment to CPIF
each month in the amount of $50,000, or 5% of the principal balance
of the loan, whichever is less, unless a sale or capital infusion
has taken place pursuant to (i) or (ii) above sufficient to pay
CPIF's Allowed Secured Claim in full.
Class 4 Creditors comprised of General Unsecured Creditors related
in some manner to the Debtor will not be paid until a complete
satisfaction of Class 2 and Class 3 Creditors. In such event, said
Class 4 Creditors shall be paid in amounts determined by the Debtor
in its discretion.
Currently, the Debtor's income is generated entirely through the
business operations of leasing of tenant units at the medical
facility. The Debtor says its income will be necessary to fund the
Plan in this case, as will a sale or refinance of the Property.
The Plan is expected to last for a period of three years from the
Effective Date.
A full-text copy of the Disclosure Statement dated October 28,
2016, is available at:
http://bankrupt.com/misc/ganb16-63236-81.pdf
About Sondial Properties
Sondial Properties, LLC filed a chapter 11 petition (Bankr. N.D.
Ga. Case No. 16-63236) on Aug. 1, 2016. The petition was signed by
Alphonso Waters, managing member. The Debtor is represented by
George M. Geeslin, Esq., in Atlanta, Georgia. The Debtor estimated
assets and liabilities at $10 million to $50 million at the time of
the filing.
SPECTRUM HEALTHCARE: Taps Shipman Shaiken as Special Counsel
------------------------------------------------------------
Spectrum Healthcare, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Connecticut to employ Shipman, Shaiken & Schwefel LLC as special
counsel, nunc pro tunc to October 6, 2016.
The Debtors require Shipman Shaiken to:
-- continue the Superior Court appeal of the property tax
assessment for Spectrum Derby's facility located at 210
Chatfield Street in Derby, Connecticut, filed pursuant to
C.G.S. sections 12-117a, 12-119 (Spectrum Derby Realty, LLC
v City of Derby, HHB-CV-16-6033028-S, Judicial District of
New Britain, Tax Session) and
-- initiate appeals of the property tax assessment of the
debtors' facilities located at 5 Greenwood Street in
Hartford, Connecticut, and 565 Vernon Street, Manchester,
Connecticut, both pursuant to C.G.S. section 12-111.
Shipman Shaiken will be paid at $300 per hour for services
rendered.
Shipman Shaiken will also be reimbursed for reasonable
out-of-pocket expenses incurred.
As of the Petition Date, Shipman Shaiken was owed $6,612.38 for
services provided to the Debtors that remain unpaid. Shipman
Shaiken intends to write-off the balance.
C. Scott Schwefel of Shipman Shaiken, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
Shipman Shaiken can be reached at:
C. Scott Schwefel, Esq.
Shipman, Shaiken & Schwefel LLC
Corporate Center West
433 South Main Street, Suite 319
West Hartford, CT 06110
Tel: (860) 952-3715
About Spectrum Healthcare
Spectrum Healthcare, LLC (Case No. 16-21635), Spectrum Healthcare
Derby, LLC (Case No. 16-21636), Spectrum Healthcare Hartford, LLC
(Case No. 16-21637), Spectrum Healthcare Manchester, LLC
(Case No. 16-21638) and Spectrum Healthcare Torrington, LLC (Case
No. 16-21639) filed Chapter 11 petitions on October 6, 2016.
The Debtors are represented by Elizabeth J. Austin, Esq., Irve J.
Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley,
LLC, in Bridgeport, Connecticut.
At the time of filing, the Debtors listed the following assets and
liabilities:
Total Estimated
Assets Liabilities
---------- -----------
Spectrum Healthcare $282,369 $500K-$1M
Spectrum Healthcare Derby $2,068,467 $1M-$10M
Spectrum Healthcare Hartford $4,188,568 N/A
Spectrum Healthcare Manchester, LLC $2,729,410 N/A
Spectrum Healthcare Torrington, LLC $3,321,626 N/A
The petitions were signed by Sean Murphy, chief financial officer.
Spectrum Healthcare and its affiliates previously filed Chapter 11
petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012.
SPI ENERGY: Announces New Director and Management Appointments
--------------------------------------------------------------
SPI Energy Co., Ltd., announced changes to the senior management
team and board of directors of the Company, effective on Oct. 29,
2016.
Mr. Roger Dejun Ye has resigned as executive vice president in
charge of the Company's solar business but will remain as a
non-executive director of the Board.
Mr. Minghua Zhao, who currently serves as joint chief operating
officer of the Company's China domestic business, has been
appointed as a director to the Board.
Mr. Fei Yun, who previously served as general manager of Xinghang
PV Technology (Suzhou) Co., Ltd., has joined the Company as senior
vice president in charge of R&D and Solar Technology Development.
"I would like to thank Roger for his contributions to the
development of Company's solar business during his tenure and we
look forward to continuing to work closely with Roger in his role
as a director of the Board. On behalf of the management team and
the Board, I also would like to extend our warm welcome to Minghua
in joining the Board and Fei in joining the Company," said Xiaofeng
Peng, chairman and chief executive officer of SPI Energy.
Mr. Minghua Zhao currently serves as Joint COO of the Company's
China domestic business and previously served as Senior Vice
President of the Company's finance service business between
February 2015 and June 2016. Before he joined the Company in
February 2015, Mr. Zhao served as general manager of Suzhou
Industrial Park Chengcheng Enterprises Guarantee Co., Ltd., a
financial services company, and from 2003 to 2009 as president of
Suzhou Industrial Park Branch of Suzhou Bank. Prior to that, he
worked at CITIC Bank for six years. Mr. Zhao graduated from
Jiangsu Province Business School in 1997 with a degree in Business
Administration and from Southwestern University of Finance and
Economics in 2008 with a degree in Business Management.
Mr. Fei Yun has more than 30 years of experience in the research
and development of solar cells, PV systems and senior management
role in the industry in Australia and China. Mr. Fei Yun joined us
from Xinghang PV Technology (Suzhou) Co., Ltd. where he has served
as general manager since July 2014. Previously, Mr. Yun held
senior management positions at various solar companies, including
as vice president of Technology at LDK Solar Co., Ltd. from
February 2010 to June 2013; chief technology officer at Solar
Enertech Corp. from December 2007 to January 2010; vice president
of Technology at SolarFun (Now Hanwha Solar One) from July 2006 to
November 2007; general manager and chief engineer at Tera Solar
Technologies from March 2004 to June 2006. Mr. Yun received his
bachelor's degree in Physics from Jinan University, his master's
degree in Solar Energy from the Asian Institute of Technology (AIT)
in Bangkok, Thailand. He also had nearly 10 years of research and
development experience in silicon-based solar cells at the ARC
Photovoltaics Centre of Excellence at the University of New South
Wales in Sydney, Australia, his expertise is focused on the high
efficiency silicon solar cell.
About SPI Energy Co., Ltd.
SPI Energy Co., Ltd., (As successor in interest to Solar Power,
Inc.), is a global provider of photovoltaic (PV) solutions for
business, residential, government and utility customers and
investors. SPI Energy focuses on the downstream PV market
including the development, financing, installation, operation and
sale of utility-scale and residential solar power projects in
China, Japan, Europe and North America. The Company operates an
innovative online energy e-commerce and investment platform,
http://www.solarbao.com/,which enables individual and
institutional investors to purchase innovative PV-based investment
and other products; as well as http://www.solartao.com/, a B2B
e-commerce platform offering a range of PV products for both
upstream and downstream suppliers and customers. The Company has
its operating headquarters in Shanghai and maintains global
operations in Asia, Europe, North America and Australia.
SPI Energy reported a net loss of $185 million on $191 million of
net sales for the year ended Dec. 31, 2015, compared to a net loss
of $5.19 million on $91.6 million of net sales for the year ended
Dec. 31, 2014. As of Dec. 31, 2015, SPI Energy had $710 million in
total assets, $493 million in total liabilities and $216.6 million
in total stockholders' equity.
KPMG Huazhen LLP, in Shanghai, China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and its
subsidiaries have suffered significant losses from operations and
have a negative working capital as of Dec. 31, 2015. In addition,
the Group has substantial amounts of debts that will become due for
repayment in 2016. These factors raise substantial doubt about the
Group's ability to continue as a going concern.
SPX FLOW: S&P Lowers CCR to 'BB-' on Weaker Operating Performance
-----------------------------------------------------------------
S&P Global Ratings said that it has lowered its corporate credit
rating on SPX Flow Inc. to 'BB-' from 'BB'. The outlook is
negative.
At the same time, S&P lowered its issue-level rating on the
company's $600 million senior unsecured notes to 'BB-' from 'BB'.
The '4' recovery rating remains unchanged, indicating S&P's
expectation for negligible (30%-50%; lower half the range) recovery
in a default scenario.
"The downgrade reflects SPX FLOW's weaker-than-expected operating
performance through the first three quarters of 2016," said S&P
Global credit analyst Steven Mcdonald. "The rating action also
incorporates our belief that the challenging conditions in the
company's operating environment will likely persist over the next
12 months, limiting its ability to meaningfully improve its
operating performance and strengthen its credit metrics."
The negative outlook on SPX FLOW reflects the potential that S&P
may lower its rating on the company over the next 12 months given
its expectation that its operating performance will remain under
pressure due to the weakness in its key end markets (oil, mining,
and dairy). S&P assumes that the decline in the company's sales
will moderate somewhat in 2017 and expect that its credit metrics
will modestly improve, with a total debt-to-EBITDA metric
recovering to the mid-4x area as its free cash flow turns
positive.
S&P could lower its rating on SPX FLOW if the company is unable to
improve the limited headroom under its consolidated debt leverage
covenant to at least 15% (currently around 5%) by successfully
amending its credit facility or obtaining a waiver for the
covenant. S&P could also lower the rating if the company's
operating performance deteriorates beyond our expectations,
resulting in sustained leverage of more than 5x.
Although unlikely over the next 12 months given S&P's expectation
that its leverage will remain high, S&P could revise its outlook on
SPX FLOW to stable if a quicker-than-expected rebound in its key
end markets and/or management's cost-savings initiatives cause its
profitability to improve significantly, resulting in sustained
leverage of below 4x. In order to assign a stable outlook, the
company would also need to restore the cushion under its debt
leverage covenant to more than 15%.
STETSON RIDGE: Seeks to Hire Larry Feinstein as Legal Counsel
-------------------------------------------------------------
Stetson Ridge Partners LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Washington to hire legal counsel
in connection with its Chapter 11 case.
The Debtor proposes to hire Larry Feinstein, Esq., at Vortman &
Feinstein, to give legal advice regarding its duties under the
Bankruptcy Code, negotiate with creditors, assist in the
preparation of a bankruptcy plan, and provide other legal
services.
Mr. Feinstein will be paid an hourly rate of $425 for his
services.
In a court filing, Mr. Feinstein disclosed that his firm has no
connection with the Debtor or any of its creditors.
Mr. Feinstein maintains an office at:
Larry B. Feinstein, Esq.
Vortman & Feinstein
520 Pike Street, Ste. 2250
Seattle, WA 98101
Tel: 206-223-9595
Email: feinstein1947@gmail.com
About Stetson Ridge Partners
Stetson Ridge Partners, LLC, sought Chapter 11 protection (Bankr.
W.D. Wa. Case No. Case No. 16-43830) on Sept. 15, 2016. The
petition was signed by James B. Shinn, managing member.
Judge Paul B. Snyder is assigned to the case.
The Debtor disclosed $4.20 million in assets and $3.71 million in
debt.
STRATA SKIN: Names Frank McCaney as President and CEO
-----------------------------------------------------
STRATA Skin Sciences, Inc.'s Board of Directors has named Frank
McCaney, 61, as the company's president and chief executive
officer, effective Nov. 1, 2016.
Mr. McCaney replaces Michael Stewart, who has resigned as president
and CEO and member of the Board of Directors, effective
immediately. Mr. Stewart has agreed to remain with STRATA as an
independent consultant to assist in both commercial and clinical
aspects of the company's continued growth.
Jeffrey O'Donnell Sr., Chairman of the Board of STRATA Skin
Sciences, stated, "The Board thanks Mike Stewart for his tireless
efforts and dedication to STRATA Skin Sciences. We are confident
that Frank McCaney has the skill sets to build the company into a
major innovator and partner to dermatologists and their clinical
teams. We look forward to building the value in this changing
environment."
In expressing his views on his reasons for joining STRATA and his
visions for the company's growth, Mr. McCaney stated, "The core
business of STRATA is healthy and I believe that there is
significant potential for growth both in the core business and in
expanding the company's business model to better serve both
dermatologists and patients."
Mr. McCaney was most recently CEO of Corpak MedSystems, a private
equity-backed medical device company in the field of enteral
feeding. Corpak was sold to Halyard Health (HYH: NYSE) for $174
million in May 2016. Prior to Corpak, he was the founder and CEO
of Nitric BioTherapeutics, a venture backed-medical technology
company from 2006 until 2012. Prior to Nitric Bio, he was a senior
executive at Viasys Healthcare, Inc. (VAS: NYSE), a medical
technology company focusing on respiratory, neurology, medical
disposable and orthopedic products and had a lead role in spinning
Viasys out of Thermo Electron Corporation (TMO: NYSE). While at
Viasys, Mr. McCaney had several responsibilities including
strategy, business development and investor relations. He
currently serves as a director of Diasome Pharmaceuticals, a
privately-held company.
As previously announced, STRATA will release its financial results
for the third quarter ended Sept. 30, 2016, after the close of the
financial markets on Thursday, Nov. 10, 2016. STRATA's management
will host an investment community conference call the same day at
4:30 p.m. Eastern Time to discuss these results.
The Company entered into a consulting agreement with Mr. Stewart,
pursuant to which Mr. Stewart will provide consulting services to
us for a term of six months. The Company will pay Mr. Stewart a
monthly consulting fee of $12,500 during the term of the consulting
agreement.
Effective Oct. 31, 2016, the Company entered into an employment
agreement with Mr. McCaney. Under the terms of the agreement, Mr.
McCaney will receive a base salary of $375,000 and will be eligible
to receive a bonus of up to 50% of his base salary per annum,
starting for fiscal year 2016, based on achievement of specified
milestones, as determined by our Board based upon annual budgets
approved by our Board from time to time, provided that the cash
bonus for 2016 shall be prorated based upon the portion of such
fiscal year during which Mr. McCaney was employed pursuant to the
agreement.
About STRATA Skin Sciences
STRATA Skin Sciences (formerly MELA Sciences, Inc.) is a medical
technology company focused on the therapeutic and diagnostic
dermatology market. Its products include the XTRAC laser and VTRAC
excimer lamp systems utilized in the treatment of psoriasis,
vitiligo and various other skin conditions; and the MelaFind system
used to assist in the identification and management of melanoma.
Strata Skin reported a net loss attributable to common stockholders
of $27.9 million on $18.5 million of revenues for the year ended
Dec. 31, 2015, compared to a net loss of $16.03 million on $915,000
of revenues for the year ended Dec. 31, 2014. It reported a net
loss of $25.948 million for 2013 and a net loss of $22.673 million
for 2012.
As of June 30, 2016, Strata Skin had $44.4 million in total assets,
$27.1 million in total liabilities and $17.3 million in total
stockholders' equity.
SUGARMADE INC: Incurs $2.45 Million Net Loss in Fiscal 2016
-----------------------------------------------------------
Sugarmade, Inc. filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $2.45
million on $4.34 million of net revenues for the year ended June
30, 2016, compared to a net loss of $10.23 million on $2.90 million
of net revenues for the year ended June 30, 2015.
As of June 30, 2016, Sugarmade had $793,300 in total assets, $4.06
million in total liabilities and a total stockholders' deficiency
of $3.27 million.
The Company's continuation as a going concern is dependent on its
ability to generate sufficient cash flows from operations to meet
its obligations, in which it has not been successful, and/or
obtaining additional financing from its shareholders or other
sources, as may be required.
"The Company sustained continued operating losses during the years
ended June 30, 2016 and 2015. The Company's continuation as a
going concern is dependent on its ability to generate sufficient
cash flows from operations to meet its obligations, in which it has
not been successful, and/or obtaining additional financing from its
shareholders or other sources, as may be required," as disclosed in
the Annual Report.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/mMrQg2
About Sugarmade
City of Industry, Calif.-based Sugarmade, Inc., is a publicly
traded company incorporated in the state of Delaware. The
Company's previous legal name was Diversified Opportunities, Inc.
The Company is principally engaged in the business of selling and
distributing environmentally friendly non-tree-based paper
products.
T&A HOLDINGS: SummitBridge's Bid to Reopen Ch. 11 Case Denied
-------------------------------------------------------------
Judge Thomas M. Lynch of the United States Bankruptcy Court for the
Northern District of Illinois, Western Division, denied the motion
filed by SummitBridge National Investments III LLC to open the
bankruptcy case captioned In re: T&A Holdings, LLC, All Smiles
Dental, PC, Timothy Stirneman, Debtors, Bankruptcy No. 11-81443
(Jointly Administered)(Bankr. N.D. Ill.).
SummitBridge sought to reopen the jointly administered Chapter 11
case, in which a plan was confirmed and final decree entered, for
the sole purpose of then dismissing the case. SummitBridge alleged
that RBS Citizens, N.A., whose claim was allowed and provided for
in the confirmed Chapter 11 plan, transferred its interest after
the closure of the bankruptcy case to SummitBridge by means of an
allonge to the original promissory note and assignment of certain
security interests granted by T&A Holdings, LLC on or about
December 19, 2014. SummitBridge alleged that the debtors failed to
make certain payments required by the confirmed plan and failed to
pay certain real estate taxes for T&A Holdings' mortgaged property
in Algonquin, Illinois.
The debtors opposed the motion, arguing that SummitBridge has
adequate remedies to enforce its rights under the plan in state
court through foreclosure of its collateral and that dismissal of
the bankruptcy would not be in the best interests of other
creditors who are being paid under the terms of the confirmed
plan.
Judge Lynch held that SummitBridge has not demonstrated that any
legitimate purpose will be served by reopeing the case only to then
immediately dismiss it. The judge pointed out that the automatic
stay against the debtors already terminated when the case was
closed. Thus, despite SummitBridge's vague suggestion that it is
enjoined from seeking to enforce defaults under the plan in a state
court venue, the automatic stay is not a barrier. Judge Lynch also
added that, since the case is long closed, a state court should not
have concerns about concurrent jurisdiction in the interest of
comity or abstention. Lastly, Judge Lynch found that the confirmed
plan, which expressly provided for repayment of 100% of RBS
Citizens' claim and retention of its lien, modified only the timing
of repayment and the interest to accrue on such claim, and did not
modify any right that it had to foreclose upon such lien to enforce
the claim as modified upon default under the terms of the confirmed
plan.
A full-text copy of Judge Lynch's November 2, 2016 memorandum
opinion is available at
http://bankrupt.com/misc/ilnb11-81443-339.pdf
About T&A Holdings
T&A Holdings, LLC , based in Algonquin, Il 60102, filed a Chapter
11 petition (Bankr. N.D. Ill. Case No. 11-81443 ) on April 1, 2011.
The Hon. Manuel Barbosa presides over the case. Mitchell Elliot
Jones, Esq., at Jones Law Offices, serves as bankruptcy counsel.
In its petition, the Debtor estimated $500,001 to $1 million in
assets and $1,000,001 to $10 million in liabilities. The petition
was signed by Timothy Stimeman, manager/member.
TALLEY ENTERPRISE: BAMM Buying Long Beach Property for $761K
------------------------------------------------------------
Talley Enterprise Holdings, Inc., asks the U.S. Bankruptcy Court
for the Southern District Court of Mississippi to authorize the
sale of real property, a Chevron station located at 7011 Beat Line
Rd., Long Beach, Mississippi ("Station") to BAMM Properties, II,
LLC for $761,000.
On Aug. 6, 2008, Talley executed a Promissory Note ("Note") in
favor of Hancock Bank in the amount of $855,608, bearing interest
at the rate of 5.50% per annum with a maturity date of Aug. 5,
2013. The Note was secured by a Deed of Trust covering the
Station, which was recorded in the Office of the Chancery Clerk of
Harrison County, Mississippi as Instrument Number 2008 11373T-J1.
On Aug. 5, 2013, the Note matured. On Sept. 6, 2013, Talley
executed a Loan Extension and Deferral Agreement ("Deferral")
whereby the maturity date of the Note was expended until Sept. 5,
2013.
On Oct. 15, 2013, Talley executed a Promissory Note ("Extension
Note") in favor of Hancock in the original principal amount of
$616,867, bearing interest at the rate of 5.50% per annum with a
maturity date of Dec. 4, 2013. After the Extension Note matured,
Hancock was not willing to renew the Note any further.
On July 25, 2008, Talley executed a Business Resource Line of
Credit Agreement ("LOC") in favor of Hancock in the original
principal amount of $50,000 bearing interest at a variable rate
further described in the LOC with a maturity date of July 25, 2013.
On Oct. 15, 2013, Talley executed an extension of the Business
Resource Line of Credit Agreement ("Extension LOC") in favor of
Hancock in the original principal amount of $39,000 bearing
interest at a variable rate further described in the Extension LOC
with a maturity date of Nov. 22, 2013.
The LOC and Extension LOC were cross-collateralized with the Note.
On Nov. 1, 2016, Talley entered into an Asset Purchase Agreement:
Chevron Station with BAMM for the purchase of the Station for the
price of $761,000. The closing date under the Agreement is within
10 days of the entry of an Order from the Court authorizing the
sale of the Station.
The principal terms of the Agreement are:
a. Purchased Assets: The property and improvements
located at 7011 Beat Line Rd., Long Beach, Mississippi.
b. Purchase Price: $761,000
c. Seller: Talley Enterprise Holdings, Inc.
d. Buyer: BAMM Properties, II, LLC
e. Title to Purchased Assets: Seller agrees to pay all
existing liens, mortgages and encumbrances on the property in
question at closing.
f. Assigned or Assumed Material Agreements: Other then
the Purchase Agreement, there are no oral or written agreements
relating to the Purchased Assets or the business to which either
the Seller is a party or by which either Seller or any of the
Purchased Assets are bound being assigned to and/or assume by the
Buyer.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Talley_Enterprise_39_Sales.pdf
The Debtor proposes that the sale of the Station will be free and
clear of all liens, claims and encumbrances. The liens of Hancock
will be attached to the net sales proceeds from the sale.
Considering the exigencies, the Debtor asks the Court to find good
cause exists to authorize the consummation of the sale without
subjecting the order to a stay of execution, as permitted under
Rules 7062 and 6004(h) of the Federal Rules of Bankruptcy
Procedure.
The Purchaser can be reached at:
Will Martens
BAMM PROPERTIES, II, LLC
821 Crown Circle
Birmingham, AL 35242
Counsel for the Debtor:
W. Jarrett Little, Esq.
LENTZ & LITTLE, PA
2505 14th Street, Suite 100
Gulfport, MS 39501
Telephone: (228) 867-6050
E-mail: jarrett@lentzlittle.com
About Talley Enterprise Holdings
Talley Enterprise Holdings, Inc., sought Chapter 11 protection
(Bankr. S.D. Miss. Case No. 16-51778) on Oct. 13, 2016.
The Debtor estimated assets in the range of $500,001 to $1 million
and $0 to $50,000 in debt.
The Debtor tapped W. Jarrett Little, Esq. at Lentz & Little, PA, as
counsel.
The petition was signed by David J. Talley, president.
TAMARACK CONDOMINIUM: Unsecureds To Get $100,000 Under Plan
-----------------------------------------------------------
Tamarack Condominium Association, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of Georgia a plan of
reorganization and accompanying disclosure statement, which propose
that general unsecured creditors will be paid $5,000 quarterly for
a total of $100,000.
The secured claim of Lipshutz Greenblatt, LLC, is secured by liens
on the three units owned by the Debtor at the Petition Date.
Lipshutz Greenblatt will retain its liens and will be paid at the
time and in the amount as may be generated by sales of the
condominium units.
The Debtor is a homeowners association formed in 1983 for the
purpose of managing a 100-unit condominium complex located in south
DeKalb County. The Debtor will pay all claims from the Debtor's
collection of assessments and associated fees, rental income from
units owned by the Debtor, and sales of units owned by the Debtor.
A full-text copy of the Disclosure Statement dated October 28,
2016, is available at:
http://bankrupt.com/misc/ganb15-71565-63.pdf
Tamarack Condominium Association, Inc., filed a Chapter 11 petition
(Bankr. N.D. Ga. Case No. 15-71565) on November 6, 2015, and is
represented by Herbert C. Broadfoot II, Esq., at Herbert C.
Broadfoot II, PC, in Atlanta, Georgia.
TAYLOR AVE: Case Summary & 5 Unsecured Creditors
------------------------------------------------
Debtor: Taylor Ave Management Inc.
5308 13th Avenue, Suite 248
Brooklyn, NY 11219
Case No.: 16-13097
Chapter 11 Petition Date: November 6, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Eric H. Horn, Esq.
VOGEL BACH & HORN, LLP
1441 Broadway, 5th Floor
New York, NY 10018
Tel: (212) 242-8350
Fax: (646) 607-2075
E-mail: ehorn@vogelbachpc.com
Total Assets: $1.01 million
Total Liabilities: $959,999
The petition was signed by Sanford Solny, owner.
A copy of the Debtor's list of five unsecured creditors is
available for free at http://bankrupt.com/misc/nysb16-13097.pdf
TELESAT HOLDINGS: S&P Assigns BB- Rating on US$200MM Revolver Loan
------------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' issue-level rating
and '3' recovery rating to Canada-based satellite services provider
Telesat Holdings Inc.'s proposed US$200 million revolving credit
facility and US$2.18 billion senior secured first-lien term loan B.
A '3' recovery rating represents S&P's expectation of meaningful
(50%-70%; upper half of the range) recovery in a default scenario.
S&P Global Ratings also assigned its 'B' issue-level rating and '6'
recovery rating to Telesat's proposed US$750.0 million unsecured
debt. A '6' recovery rating represents S&P's expectation of
negligible (0%-10%) recovery in a default scenario.
At the same time, S&P Global Ratings affirmed its 'BB-'long-term
corporate credit rating on Telesat. The outlook is stable.
"We expect proceeds from the debt issuance and cash from the
balance sheet to be used to refinance the company's existing debt
of about C$3.8 billion, to fund a US$400.0 million dividend, and be
used for general corporate purposes," said S&P Global Ratings
credit analyst Donald Marleau.
"The ratings on Telesat reflect the company's strong market
position as the dominant provider of satellite capacity in Canada,
as well as Telesat's high debt leverage and ownership by a
financial sponsor," Mr. Marleau added.
S&P's strong business risk profile on the company is supported by
S&P's view of Telesat's position as the fourth-largest player
globally in the attractive fixed satellite services (FSS) market
and the dominant provider of satellite capacity in Canada. S&P's
business risk assessment is also underpinned by the company's solid
revenue visibility from long-term contracts with well-established
direct-to-home broadcast customers such as Bell TV, Shaw Direct,
and EchoStar/DISH Network; a relatively young fleet of in-orbit
satellites; healthy capacity utilization of 93% for its North
American fleet and 65% for its international fleet; and strong
EBITDA margins of about 80% in the past couple of years. As of
Sept. 30, 2016, the company had a healthy backlog-to-revenue ratio
of about 4.7x, albeit significantly weaker than 6.7x in 2011.
These business strengths are counterbalanced by Telesat's
relatively high customer, geographic, and asset concentration;
intensifying competition amid prospective overcapacity in the FSS
industry; and high capital expenditures to support growth.
The stable outlook on Telesat reflects S&P Global Ratings' view of
the company's solid revenue and EBITDA visibility over the next
several years, supported by Telesat's C$4.4 billion backlog of
contracted revenue. As such, S&P expects the company will maintain
adjusted leverage of about 5.2x-5.4x over the next two years.
S&P could lower the ratings on Telesat if adjusted debt-to-EBITDA
increases to 7x, which S&P believes could occur if the company
adopts more aggressive growth plans, undertakes a recapitalization,
or its business degrades owing to customer losses or satellite
failures.
S&P is unlikely to raise the ratings on Telesat in the next year,
not least of which because of the company's ownership issues and
still-high level of debt in relation to cash flow. Nevertheless,
S&P could raise the ratings if Telesat demonstrates a more
conservative financial policy, characterized by mid-4x adjusted
debt-to-EBITDA, while posting modest revenue growth and sustaining
profitability.
TERRILL MANUFACTURING: U.S. Trustee Seeks Ch. 7 Conversion
----------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, filed a
motion asking the U.S. Bankruptcy Court for the Northern District
of Texas to convert the Chapter 11 case of Terrill Manufacturing
Co., Inc., to one under Chapter 7 of the Bankruptcy Code or, in the
alternative, seek either the appointment of a Chapter 11 Trustee or
the dismissal of the case.
Prior to filing of the case, the Debtor was in the business of
designing, manufacturing, and installing woodwork and custom
finishing for commercial building interiors. Also, prior to the
filing, the Debtor had executed a promissory note to First
Financial Bank promising to pay $1,250,000 and providing a security
interest in Debtor's assets.
The Debtor sought to compel turnover of the garnished funds and use
of cash collateral. However, the bankruptcy court denied the
Debtor's request for turnover because the funds had been seized
prior to the petition date and therefore were not estate property.
According to the U.S. Trustee, two reasons exist to convert the
case to Chapter 7: First, the Debtor has no cash and is currently
not operating. Second, the Debtor's principal failed to list the
names and addresses of employees to whom the Debtor owes
pre-petition wages on Schedule E/F.
The U.S. Trustee adds that conversion of the case to chapter 7
would be in the best interests of creditors and the estate because
there may be assets for a chapter 7 trustee to administer. The
bankruptcy estate may have unencumbered assets which may be
liquidated for the benefit of creditors. Should the Court determine
that conversion is not in the best interests of creditors and the
estate, cause exists for the appointment of a chapter 11 trustee
under 11 U.S.C. Sec. 1104(a)(1), the U.S. Trustee asserts.
About Terrill Manufacturing
Formed in 1948, Terrill Manufacturing Co., Inc., owns real property
located in San Angelo, Texas and designs, manufactures, and
installs custom woodwork and other finishing pieces for inside of
commercial buildings.
Terrill Manufacturing filed a chapter 11 petition (Bankr. W.D. Tex.
Case No. 16-52127) on Sept. 20, 2016. The petition was signed by
Gary Rushin, President/CEO. The Debtor is represented by Reedy M.
Spigner, Esq., at West & Associates, LLP. The Debtor estimated
assets and liabilities at $0 to $50,000.
The Office of the U.S. Trustee on October 31 appointed three
creditors of The Terrill Manufacturing Company, Inc., to serve on
the official committee of unsecured creditors.
TOWERSTREAM CORP: Announces Full Exercise of Over-Allotment Option
------------------------------------------------------------------
Towerstream Corporation announced that the underwriter for its
recent underwritten public offering has exercised in full its
option to purchase from the Company an additional 444,444 shares of
the Company's common stock at the initial offering price to the
public of $1.35 per share to cover over-allotments.
Including the purchase of the additional shares, the Company issued
a total of 3,407,407 shares of its common stock in the offering,
for aggregate gross proceeds of $4.6 million, before deducting
underwriting discounts, commissions and other offering expenses.
Laidlaw & Company (UK) Ltd. acted as the sole book-running manager
for the offering.
A registration statement relating to the securities sold in the
offering was declared effective by the Securities and Exchange
Commission on Sept. 16, 2016. The offering was made solely by
means of a prospectus, copies of which may be obtained by
contacting Laidlaw & Company (UK) Ltd. Attention: Syndicate
Department, 546 Fifth Avenue, New York, NY 10036, by telephone at
(212) 953-4900 or by email at syndicate@laidlawltd.com.
About Towerstream Corporation
Towerstream Corporation (NASDAQ:TWER) is a leading Fixed-Wireless
Fiber Alternative company delivering high-speed Internet access to
businesses. The Company offers broadband services in 12 urban
markets including New York City, Boston, Los Angeles, Chicago,
Philadelphia, the San Francisco Bay area, Miami, Seattle,
Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater
Providence area.
As of June 30, 2016, Towerstream had $36.5 million in total
assets, $42.95 million in total liabilities and a total
stockholders' deficit of $6.47 million.
The Company reported a net loss of $40.5 million in 2015, a net
loss of $27.6 million in 2014 and a net loss of $24.8 million in
2013.
TRIBUNE CO: Gannett Abandons $680-Mil.+ Takeover Bid
----------------------------------------------------
Leslie Picker and Sydney Embernov, writing for The New York Times'
DealBook, reported that Gannett Company said it was dropping its
$680 million-plus takeover bid of Tronc, formerly known as Tribune
Publishing, weeks after a price had been agreed upon.
According to the report, the deal would have merged the publisher
of USA Today with the owner of The Los Angeles Times and The
Chicago Tribune. It was intended to build a scale large enough to
cut costs and eke out profits in an industry struggling with
shrinking advertising revenue and declining circulations, the
report related.
Over the six months when the two companies sparred over a deal, the
advertising market for newspapers was deteriorating, the report
pointed out. Last week, the banks that would have financed a
purchase balked, the report said.
Now, the two newspaper chains will seek their own diverging paths
to meeting the challenges of shrinking advertising revenue and
declining circulations, the report noted.
About Tribune Co.
Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts. Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.
Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy. Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.
Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization. In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan. Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.
Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization. The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.
TUTOR PERINI: S&P Withdraws BB- Rating on $500MM Sr. Unsec. Notes
-----------------------------------------------------------------
S&P Global Ratings withdrew its 'BB-' issue-level rating and '3'
recovery rating on Tutor Perini Corp.'s previously proposed $500
million senior unsecured notes following the company's announcement
that it has postponed the offering because of adverse market
conditions.
At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's $300 million senior unsecured notes due 2018. The '3'
recovery rating remains unchanged, indicating S&P's expectation for
meaningful (50%-70%; upper half of the range) recovery in the event
of a payment default.
Additionally, S&P affirmed its 'B' issue-level rating on Tutor
Perini's $200 million convertible notes due 2021. The '6' recovery
rating remains unchanged, indicating S&P's expectation for
negligible recovery (0%-10%) in the event of a payment default.
All of S&P's other ratings on the company remain unchanged.
RECOVERY ANALYSIS
Key analytical factors:
-- S&P's simulated default scenario assumes a payment default
in 2020 following a significant decline in commercial
construction, heightened competitive pressures on government
contracts, and cost overruns on the company's fixed-price
contracts that hurt its revenue and cash flows.
-- S&P's analysis further assumes that the revolver is 85%
drawn at default and LIBOR increases to 250 basis points
(bps) by 2020, our simulated year of default.
-- S&P has valued the company on a going concern basis using a
5x multiple of S&P's projected emergence EBITDA.
Simulated default and valuation assumptions:
-- Simulated year of default: 2020
-- EBITDA at emergence: $135 million
-- Implied enterprise value multiple: 5x
Simplified waterfall:
-- Gross enterprise value at emergence: $675 million
-- Valuation split (obligors/nonobligors): 100%/0%
-- Priority claims: $113 million
-- Collateral value available to creditors after priority
claims: $528 million
-- Secured first-lien debt claims: $264 million
-- Recovery expectations: Not applicable
-- Total value available to unsecured claims: $264 million
-- Unsecured debt claims: $309 million
-- Recovery expectations: 50%-70% (upper half of the range)
-- Total value available to subordinated debt: $0
-- Subordinated debt claims: $203 million
-- Recovery expectations: 0%-10%
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
Tutor Perini Corp.
Corporate Credit Rating BB-/Negative/--
Ratings Withdrawn
To From
Tutor Perini Corp.
Senior Unsecured
$500M Nts Due 2024 NR BB-
Recovery Rating NR 3L
Ratings Affirmed
Tutor Perini Corp.
Senior Unsecured
$300M Nts Due 2018 BB-
Recovery Rating 3H
$200M Covertible Sr Nts Due 2021 B
Recovery Rating 6
VAPOR CORP: Common Stock Delisted from OTC Markets
--------------------------------------------------
Vapor Corp. received on Oct. 31, 2016, a notice from OTC Markets
Group that the Company's common stock would be moved from the OTCQB
to the OTC Pink on Nov. 1, 2016, as a result of the Company's
failure to cure its bid price deficiency.
In addition, the Company has disclosed it no longer meets the
"Equity Conditions" required to allow the Company to elect to issue
common stock to fulfill a cashless exercise pursuant to Section
1(d) of its Series A Warrants. Holders of the Series A Warrants
may still undertake a cashless exercise of their warrants and agree
to permit the Company to issue common stock to fulfill such
exercise.
About Vapor Corp
Vapor Corp. operates 20 vape stores in the Southeastern United
States and online where it sells vaporizers, liquids for vaporizers
and e-cigarettes. The Company also designs, markets and
distributes electronic cigarettes, vaporizers, e-liquids and
accessories under the Vapor X, Hookah Stix, Vaporin, Krave, and
Honey Stick brands. "Electronic cigarettes" or "e-cigarettes," and
"vaporizers" are battery-powered products that enable users to
inhale nicotine vapor without fire, smoke, tar, ash, or carbon
monoxide. The Company also designs and develops private label
brands for its distribution customers. Third party manufacturers
manufacture the Compoany's products to meet its design
specifications. The Company markets its products as alternatives
to traditional tobacco cigarettes and cigars. In 2014, as a
response to market product demand changes, Vapor began to shift its
primary focus from electronic cigarettes to vaporizers.
As of June 30, 2016, Vapor Corp had $23.89 million in total assets,
$49.54 million in total liabilities and a total stockholders'
deficit of $25.65 million.
Vapor Corp reported a net loss allocable to common shareholders of
$36.26 million in 2015 following a net loss allocable to common
shareholders of $13.85 million in 2014.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that Company has incurred net losses and needs to
raise additional funds to meet its obligations and sustain its
operations. In addition, the Company currently does not have
enough authorized common shares to settle all of its outstanding
warrants if those warrants were exercised pursuant to their
cashless exercise provisions. As a result, the Company could be
required to settle a portion of these warrants with cash. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
VAPOR CORP: Common Stock Delisted from OTC Markets
--------------------------------------------------
Vapor Corp. received on Oct. 31, 2016, a notice from OTC Markets
Group that the Company's common stock would be moved from the OTCQB
to the OTC Pink on Nov. 1, 2016, as a result of the Company's
failure to cure its bid price deficiency.
In addition, the Company has disclosed it no longer meets the
"Equity Conditions" required to allow the Company to elect to issue
common stock to fulfill a cashless exercise pursuant to Section
1(d) of its Series A Warrants. Holders of the Series A Warrants
may still undertake a cashless exercise of their warrants and agree
to permit the Company to issue common stock to fulfill such
exercise.
About Vapor Corp
Vapor Corp. operates 20 vape stores in the Southeastern United
States and online where it sells vaporizers, liquids for vaporizers
and e-cigarettes. The Company also designs, markets and
distributes electronic cigarettes, vaporizers, e-liquids and
accessories under the Vapor X, Hookah Stix, Vaporin, Krave, and
Honey Stick brands. "Electronic cigarettes" or "e-cigarettes," and
"vaporizers" are battery-powered products that enable users to
inhale nicotine vapor without fire, smoke, tar, ash, or carbon
monoxide. The Company also designs and develops private label
brands for its distribution customers. Third party manufacturers
manufacture the Compoany's products to meet its design
specifications. The Company markets its products as alternatives
to traditional tobacco cigarettes and cigars. In 2014, as a
response to market product demand changes, Vapor began to shift its
primary focus from electronic cigarettes to vaporizers.
As of June 30, 2016, Vapor Corp had $23.89 million in total assets,
$49.54 million in total liabilities and a total stockholders'
deficit of $25.65 million.
Vapor Corp reported a net loss allocable to common shareholders of
$36.26 million in 2015 following a net loss allocable to common
shareholders of $13.85 million in 2014.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that Company has incurred net losses and needs to
raise additional funds to meet its obligations and sustain its
operations. In addition, the Company currently does not have
enough authorized common shares to settle all of its outstanding
warrants if those warrants were exercised pursuant to their
cashless exercise provisions. As a result, the Company could be
required to settle a portion of these warrants with cash. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
VERTELLUS SPECIALTIES: Completes Assets Sale to Term Loan Lenders
-----------------------------------------------------------------
Vertellus Specialties Inc., a global manufacturer of fine and
specialty chemicals, on Nov. 1, 2016, disclosed that it completed
the anticipated sale of substantially all of its U.S. and
international assets to its prior term loan lenders, a group
including Black Diamond Capital Management and Brightwood Capital
Advisors, among others, on Oct. 31, 2016.
The new Vertellus group of companies will have a much improved
capital structure and increased financial flexibility to invest
where management and the board of Vertellus see opportunities for
growth. The Company will be led by the existing leadership team
and continue to execute against its current strategic plan with a
relentless focus on safety, quality, efficiency and growth.
"The completion of this transaction and our broader financial
restructuring clearly underscore the value our lenders see in our
strategy and team, while also opening new opportunities for
Vertellus to invest to even better meet the needs of our
customers," said Vertellus CEO, Richard Preziotti. "On behalf of
the entire Vertellus team, I want to thank our customers, vendors,
partners and all of the employees who helped to drive this process
for their continued support as we worked toward this important
milestone. We have a tremendous opportunity ahead of us, and I am
confident the Vertellus team will rise to the challenge to further
our position as an industry leader and trusted partner."
The Chapter 11 filing and sale did not include the sodium
borohydride business, Vertellus Performance Chemicals ("VPC"),
operating in Elma, WA. VPC will remain under the ownership of Wind
Point Partners. Vertellus will continue to provide shared services
to VPC. Over time, management oversight that Vertelllus provides
to VPC will be scaled back and replaced with dedicated VPC
resources.
Vertellus was advised in this transaction by DLA Piper, Jefferies
and FTI Consulting. The lenders are advised in this transaction by
Milbank, Tweed and Moelis & Company.
About Vertellus Specialties
Vertellus Specialties Inc. is a global specialty chemicals company
focused on the manufacture of ingredients used in pharmaceuticals,
personal care, nutrition, agriculture, and a host of other market
areas affected by trends favoring "green" technologies and
chemistries.
Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc.
and several affiliates filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-11289 to 16-11299) on May
31, 2016. Judge Christopher S. Sontchi presides over the case.
Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A.
Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq.,
at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel.
Jefferies LLC is the Debtors' investment banker. Andrew Hinkelman
at FTI Consulting, Inc. is the Debtors' chief restructuring
officer. Kurtzman Carson Consultants is the Debtors' claims and
noticing agent.
The Debtors estimated their assets at between $100 million and $500
million and debts at between $500 million and $1 billion.
The petitions were signed by Anne Frye, vice president, secretary
and general counsel.
The Official Committee of Unsecured Creditors of Vertellus
Specialties Inc., et al., has tapped Hahn & Hessen LLP as lead
counsel; Morris James LLP as co-counsel; and Zolfo Cooper, LLC as
its financial advisor.
VICTOR PAUL DODA JR: Unsecureds to Be Paid Within Five Years
------------------------------------------------------------
Victor Paul Doda, Jr., and Anita Idoma Doda filed with the U.S.
Bankruptcy Court for the District of Maryland a Chapter 11 plan of
reorganization and accompanying disclosure statement, which propose
that the couple will continue to pay each of the secured debts
secured by their following five real properties: the 7933 Severn
Hills Way Property, and 1501, 1503 and 1505 E. Fort Avenue, and
1340 Cooksie Street, Baltimore, Maryland 21230, until the debts are
paid in full.
Their Plan seeks to sell the 1428, 1430 and 1432 E. Fort Avenue
Properties to a third party or third parties. The Plan also
provides for the distribution of Mr. and Mrs. Doda's disposable
income to pay the pre-Petition arrearages which they owe to their
secured creditors and to pay the debts which they owe to their
priority unsecured creditors and to their non-priority general
unsecured creditors over the 5-year period of the Plan.
Mr. and Mrs. Doda's Chapter 11 Plan seeks to retain Mr. Doda's 100%
ownership interest in the Charles L. Stevens Funeral Home Inc. and
seeks to retain his 100% ownership interest in his rental property
business. The Debtors have remained in possession of each of their
assets, including Mr. Doda's ownership interest in his Funeral Home
Business and their ownership interests in their nine real
properties.
Class 17 consisting of Allowed Unsecured Claims who decides to
reduce the claim to the amount of $500, plus 10% of the balance of
the subject claim, will be paid the agreed amount of $500 on or
before the 30th calendar day after the Effective Date of the Plan.
Class 18 consisting of Allowed Unsecured Claims will be paid on a
pro rata basis in the form of cash through the Debtors' disposable
income over the 5-year Plan period from the Debtors' monthly
disposable income.
A full-text copy of the Disclosure Statement dated October 28,
2016, is available at:
http://bankrupt.com/misc/mdb15-23503-110.pdf
Victor Paul Doda, Jr., sought Chapter 11 protection (Bankr. D. Md.
Case No. 15-23503) on Sept. 30, 2015. On Feb. 7, 2016, Anita Idoma
Doda, Mr. Doda's wife, filed a petition for relief under Chapter 13
of the Bankruptcy Code. Counsel for the Debtor is Rudolph E.
DeMeo, Esq., in Baltimore, Maryland.
W&T OFFSHORE: Reports $45.9 Million Net Income for Third Quarter
----------------------------------------------------------------
W&T Offshore, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $45.92 million on $107.40 million of revenues for the three
months ended Sept. 30, 2016, compared to a net loss of $477.6
million on $126.2 million of revenues for the three months ended
Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $265.50 million on $284.8 million of revenues compared
to a net loss of $993.11 million on $403.2 million of revenues for
the same period last year.
As of Sept. 30, 2016, W&T Offshore had $832.6 million in total
assets, $1.51 billion in total liabilities and a total
shareholders' deficit of $678.0 million.
"Our short term focus is on liquidity, cost reductions, fulfilling
our obligations and making investments with short payback time
frames. In light of our limited access to capital and liquidity,
we are continually assessing our plans and currently expect to
increase capital investments above 2016 levels, and we are
considering possible divestitures. We continue to closely monitor
current and forecasted prices to assess if changes are needed to
our plans," the Company said in the report.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/gORpdh
About W&T Offshore
Based in Houston, Texas, 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.
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 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'.
W&T OFFSHORE: Reports Third Quarter 2016 Financial Results
----------------------------------------------------------
W&T Offshore, Inc. reported net income of $45.92 million on $107.4
million of revenues for the three months ended Sept. 30, 2016,
compared to a net loss of $478 million on $126.22 million of
revenues for the three months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $265.5 on $284.77 million of revenues compared to a net
loss of $993.1 million on $403.2 million of revenues for the same
period last year.
As of Sept. 30, 2016, W&T Offshore had $832.6 million in total
assets, $1.51 billion in total liabilities and a total
stockholders' deficit of $678.0 million.
Tracy W. Krohn, W&T Offshore's chairman and chief executive
officer, stated, "We are pleased to have received the support of
our shareholders and senior noteholders in completing our Exchange
Transaction, significantly improving our liquidity which in turn
will allow us to turn our focus toward new capital projects. While
operating margins are still below our historic levels, they have
improved from early in the year, allowing us to expand our capital
program in 2016, currently estimated at $60 million, and pursue
projects that were delayed when margins began declining rapidly.
We are currently working on our plan for 2017 and expect to
increase our capital budget to levels well above 2016 expenditures.
We intend to devote more capital to drilling and completing new
wells along with an expanded recompletion program.
"We are currently drilling the Ship Shoal 349 A-18 development well
in our Mahogany field, targeting the 'T' sand that has produced so
prolifically in the field's A-14 well since mid-2013. During the
industry downturn, we remained focused on evaluating the drilling
and production data from certain of the other wells drilled in the
field, as well as the advanced seismic data we have acquired and
interpreted to help us better understand Mahogany's sub-salt
opportunities. Additionally, we have a number of recompletion and
workover opportunities planned, including two workovers at
Mahogany, which offer low risk and solid returns from wells that
were drilled in stacked reservoirs with multiple pay zones. These
projects help us to maintain our production profile with a modest
capital budget.
"Although we are encouraged by the improved commodity prices, we
remain diligent about cost control and are maintaining a prudent
approach to spending. Over the last two years, we have reduced LOE
by 48% and G&A expense by 40% and believe that we can continue to
drive down costs. Our objective is to maintain steady production
on a modest capital budget in the range of $75 million to $150
million per year until we are confident that the time is right to
return to a more robust growth profile," added Mr. Krohn.
Exchange Transaction: On Sept. 7, 2016, the Company consummated an
exchange transaction that reduced its long-term debt by $408.2
million, excluding its new 1.5 Lien Term Loan and before changes
that result from accounting for the Exchange Transaction as a
Troubled Debt Restructuring. The Company exchanged approximately
79% of its 8.500% Senior Notes, due June 15, 2019 in an aggregate
principal amount of $710.2 million for: (i) 9.00%/10.75% Senior
Second Lien PIK Toggle Notes, due May 2020, in an aggregate
principal amount of $159.8 million; (ii) 8.50%/10.00% Third Lien
PIK Toggle Notes, due June 2021, in an aggregate principal amount
of $142.0 million; and (iii) 60.4 million shares of our common
stock. The Second Lien PIK Toggle Notes and Third Lien PIK Toggle
Notes contain payment-in-kind interest provisions, where certain
semiannual interest is added to the principal amount instead of
being paid in cash in the then current semiannual period. In
conjunction with the Debt Exchange, the Company issued a $75
million 1.5 Lien Term Loan with an interest rate of 11%, due
November 2019. The Company accounted for the Exchange Transaction
as a Troubled Debt Restructuring pursuant to the guidance under
Accounting Standard Codification 470-60, Troubled Debt
Restructuring. The Exchange Transaction resulted in a gain of
$124.0 million due to the fact that the sum of the future
undiscounted principal and interest payments of the newly issued
debt was less than the net carrying value of the original debt
(after adjusting for the consideration in the form of the shares of
common stock, transaction costs of the Exchange Transaction, and
the funds received from the issuance of the 1.5 Lien Term Loan).
Under TDR accounting, all future principal and interest payments
have been recorded as a liability; therefore, no interest expense
was recorded for the new debt in September 2016 and no future
interest expense will be recorded for the new debt, thus the
Company's reported interest expense will be significantly less than
the contractual interest payments through the terms of the new
debt. To the extent interest on the new debt is paid in cash in
future periods it will reduce the liability recorded in connection
with that debt.
Production, Revenues and Price: For the third quarter of 2016, the
Company's oil production was 1.8 million barrels, down 9.2% from
the third quarter of 2015. NGL production was 371,571 barrels,
down 4.4% from the third quarter of 2015 and natural gas production
was 9.9 billion cubic feet for the third quarter of 2016, down
14.6% from the third quarter of 2015. The Company's combined total
production was 3.8 million barrels of oil equivalent in the third
quarter of 2016, down 11.2% from the third quarter of 2015.
Production was lower in the third quarter of 2016 compared to the
third quarter of 2015 due to natural production declines, pipeline
outages, field and platform maintenance and the loss of production
as a result of the sale of our Yellow Rose field in October 2015.
This was partially offset by new oil production from the
development of certain deepwater fields within the last year (Big
Bend, Dantzler and EW 910).
During the quarter we experienced production deferrals attributable
to third-party pipeline outages, operational issues, and
maintenance, which occurred at Mahogany, East Cameron 321 A and
various other locations. The Company estimates production
deferrals reduced its quarterly production by approximately 0.2
MMBoe during the third quarter of 2016.
Revenues for the third quarter of 2016 were $107.4 million compared
to $126.2 million in the third quarter of 2015. The decrease in
revenues was primarily due to a 3.3% decline in realized commodity
prices, combined with an 11.2% decrease in production. The
Company's average realized crude oil sales price was down $4.23 per
barrel, or 9.6%, between the two quarters. NGLs prices improved
7.6%, or $1.28 per barrel and natural gas prices improved 8.9% or
$0.24 per Mcf from the third quarter of 2015. During the third
quarter of 2016, our average realized sales price for oil was
$39.62 per barrel, $18.02 per barrel for NGLs and $2.93 per Mcf for
natural gas. On a combined basis, the Company sold 41,508 Boe per
day at an average realized sales price of $27.97 per Boe compared
to 46,757 Boe per day sold at an average realized sales price of
$28.92 per Boe in the third quarter of 2015.
West Texas Intermediate crude oil prices averaged $41.35 per barrel
for the first nine months of 2016 compared to its average realized
crude oil price of $35.01 per barrel. WTI is frequently used to
value domestically produced crude oil, and the majority of our oil
production is priced using the spot price for WTI as a base price,
then adjusted for the type and quality of crude oil and other
factors. Just like crude oil prices, the differentials for the
Company's offshore crude oil have also experienced significant
volatility. For example, the monthly average differentials of WTI
crude oil prices versus Light Louisiana Sweet, Heavy Louisiana
Sweet and Poseidon crude oil prices for the first nine months of
2016 were a positive $1.79 and $0.87, and a negative $3.58 per
barrel, respectively. The majority of our crude oil is priced
similar to Poseidon and, therefore, is experiencing negative
differentials. In addition, a few of the Company's crude oil
fields have a negative quality bank adjustment due to crude oil
quality which reduces our crude oil price realizations.
Lease Operating Expenses: LOE, which includes base lease operating
expenses, insurance premiums, workovers, and facilities
maintenance, decreased $7.5 million, or 16.7%, to $37.5 million in
the third quarter of 2016 compared to the third quarter of 2015. On
a per Boe basis, LOE decreased to $9.82 per Boe in the third
quarter of 2016, a 6.2% reduction compared to $10.47 per Boe in the
third quarter of 2015. On a component basis, base lease operating
expenses decreased $1.1 million, workover expense decreased $4.9
million, insurance premiums decreased $1.7 million and facilities
maintenance increased $0.2 million. Base lease operating expenses
decreased primarily due to lower costs from service providers and
the elimination of field expenses related to the Yellow Rose field
which was sold in October 2015, partially offset by costs related
to the Company's new deepwater fields at Dantzler and Big Bend and
lower production handling fees (cost offsets) at our Mississippi
Canyon 243 field (Matterhorn). The decrease in workover costs was
primarily due to the sale of the Yellow Rose field and reduced
activities offshore.
Depreciation, depletion, amortization and accretion: DD&A,
including accretion for ARO, decreased to $13.49 per Boe for the
third quarter of 2016 from $22.62 per Boe for the third quarter of
2015. On a nominal basis, DD&A decreased to $51.5 million for the
third quarter of 2016 from $97.3 million for the third quarter of
2015 due to a decrease in the DD&A rate per Boe and lower
production volumes. DD&A on a per Boe and nominal basis decreased
primarily due to the ceiling test write-downs recorded during 2015
and the first half of 2016 (the third quarter 2016 ceiling test
write-down will not affect the DD&A rate until the fourth quarter
of 2016) and lower capital expenditures in relation to DD&A
expense, which lowers the full-cost pool subject to DD&A. In
addition, the proceeds from the sale of the Company's Yellow Rose
field reduced the full cost pool along with the removal of future
development costs associated with the Yellow Rose field reserves.
Other factors affecting the DD&A rate are lower future development
costs and lower proved reserves.
Ceiling test write-down of oil and natural gas properties: For the
third quarter of 2016, the Company recorded a non-cash ceiling test
write-down of $57.9 million as the book value of its proved oil and
natural gas properties exceeded the ceiling test limitation. The
write-down is primarily the result of decreases in prices for crude
oil as the twelve month moving average has continued to move down
under SEC pricing methodology. For the third quarter of 2015, the
ceiling test write-down was $441.7 million.
General and Administrative Expenses: G&A decreased $3.8 million, or
23.2% to $12.7 million for the third quarter of 2016 compared to
the third quarter of 2015. The decrease was primarily due to
reclassifying transaction costs associated with the Exchange
Transaction previously recorded in G&A expense to Gain on exchange
of debt. In addition, decreases in headcount related expense
(salaries, benefits, and contractor expenses) and elimination of
certain employee benefits also contributed to the decrease.
Derivatives: For the third quarter of 2016, the Company recorded a
$0.4 million net derivative loss on derivative contracts for crude
oil and natural gas. For the third quarter of 2015, there was a
$10.2 million net derivative gain recorded. A report providing the
Company's commodity derivative positions is posted to its website.
Interest expense: Interest expense incurred was $23.7 million in
the third quarter of 2016, compared to $28.8 million in the third
quarter of 2015. The decrease was primarily attributable to the
Exchange Transaction. Interest expense was reduced for the
Unsecured Senior Notes exchanged on Sept. 7, 2016 (the close date).
For the new debt issued, undiscounted future cash flows
(principal, PIK and cash interest) are recorded as liabilities
under the accounting guidance for TDR; therefore, no interest
expense was recorded for the new debt for the period of Sept. 7,
2016, to Sept. 30, 2016. In addition, interest expense was lower
due to lower average borrowings on the revolving bank credit
facility. To the extent interest on the new debt is paid in cash
in future periods it will reduce the liability recorded in
connection with such debt.
Gain on Exchange of Debt: Under the accounting guidance for TDR, a
gain of $124.0 million was recorded related to the Exchange
Transaction. The gain was measured as the difference between (i)
the sum of; the future undiscounted principal and interest payments
of the new debt (the Second Lien PIK Toggle Notes, the Third Lien
PIK Toggle Notes, and the 1.5 Lien Term Loan); the fair value of
the common stock issued; and transaction costs associated with the
Exchange Offer of $18.9 million and (ii) the sum of the principal
amount of the Unsecured Senior Notes exchanged of $710.2 million,
adjusted for related debt premium and debt issuance costs, and the
funds received from the issuance of the 1.5 Lien Term Loan.
Income Tax Benefit: The Company's income tax benefit for the third
quarter of 2016 and 2015 was $3.8 million and $18.5 million,
respectively. The Company's annualized effective tax rate for the
third quarter of 2016 was not meaningful primarily due to
adjustments related to the book gain associated with the Exchange
Transaction. For the third quarter 2015, the Company's effective
tax rate was 3.7%, and differs from the federal statutory rate of
35% primarily due to the valuation allowance recorded for our
deferred tax assets. During the three months ended Sept. 30, 2016,
and 2015, the Company recorded a valuation allowance decrease of
$19.1 million and an increase of $156.2 million, respectively,
related to federal and state deferred tax assets. Deferred tax
assets are recorded related to net operating losses and temporary
differences between the book and tax basis of assets and
liabilities expected to generate tax deductions in future periods.
The realization of these assets depends on recognition of
sufficient future taxable income in specific tax jurisdictions in
which those temporary differences or net operating losses are
deductible. In assessing the need for a valuation allowance on the
Company's deferred tax assets, the Company considers whether it is
more likely than not that some portion or all of them will not be
realized.
During the third quarter of 2016, the Company received an income
tax refund of $5.6 million that relates to a net operating loss
claim for 2015 carried back to 2005. In the second quarter of 2016
the Company recorded $52.1 million as non-current income tax
receivables related to its NOL claims for the years 2012, 2013 and
2014 that were carried back to the years 2003, 2004, 2007, 2010 and
2011. These carryback claims are made pursuant to Internal Revenue
Code Section 172(f) which permits certain platform dismantlement,
well abandonment and site clearance costs to be carried back 10
years.
In connection with the privately negotiated exchange agreement to
exchange a portion of the Company's Unsecured Senior Notes for new
Notes due in 2020 and 2021 and for its common stock, the Company
realized a tax gain due to the concession extended by its note
holders. This tax gain will be offset by a reduction in our net
operating losses and other deferred tax asset attributes. The
reduction in the Company's deferred tax assets will be fully offset
by a corresponding reduction in its valuation allowance.
Net Income (Loss) & Earnings (Loss) Per Share: The Company reported
net income for the third quarter of 2016 of $45.9 million or $0.48
per common share, compared to a reported net loss of ($477.6)
million, or ($6.29) per common share, during the same period in
2015. Excluding special items (including the ceiling test
write-down of oil and natural gas properties, gain on exchange of
debt, write-off of debt issuance and other non-operating costs, and
an unrealized commodity derivative gain or loss, net of an
applicable federal income tax adjustment), the Company's net loss
for the third quarter of 2016 was ($22.6) million and our loss per
common share was ($0.24), compared to the third quarter of 2015 net
loss of ($60.0) million, or ($0.79) per common share. Operating
results for the third quarter of 2016, excluding special items,
were down primarily due to a $18.8 million decrease in revenues
resulting from a 3.3% decline in the Company's realized sales
prices and an 11.2% decline in production, partially offset by a
$7.5 million decrease in LOE, a $3.8 million decrease in G&A and a
$45.8 million decrease in DD&A.
Net cash used in operating activities for the first nine months of
2016 was $9.2 million compared to net cash provided by operating
activities of $134.8 million for the same period in 2015.
Cash flows from operating activities, before changes in working
capital and asset retirement obligations settlements, were $42.8
million in the first nine months of 2016, compared to $125.5
million generated over the same period in 2015. Cash flows
declined as revenues were $118.4 million lower in the 2016 period
compared to the 2015 period while operating expenses were $34.2
million lower over the same time period. Asset retirement
obligation settlements totaled $56.2 million in the first nine
months of 2016.
Adjusted EBITDA for the third quarter of 2016 was $52.5 million,
down from $61.4 million generated over the same period in 2015. Our
Adjusted EBITDA margin was 49% for both periods. For the nine
months ended Sept. 30, 2016, the Company's Adjusted EBITDA was
$109.8 million and its Adjusted EBITDA margin was 39% compared to
Adjusted EBITDA of $189.4 million and an Adjusted EBITDA margin of
47% for the same period in 2015.
Liquidity:
On Sept. 7, 2016, the Company closed on its new $75 million 1.5
Lien Term Loan, the proceeds of which were used to pay transaction
costs associated with the Exchange Offer and to repay a portion of
the borrowings outstanding under our revolving bank credit
facility.
At Sept. 30, 2016, the Company's total liquidity was $222.5 million
consisting of cash balances of $73.4 million and $149.1 million of
availability under its revolving bank credit facility.
2016 Capital Expenditures Update: The Company's capital
expenditures on an accrual basis for the first nine months of 2016
were $24.1 million ($61.5 million on a cash basis) compared to
$192.8 million ($258.3 million on a cash basis) for the first nine
months of 2015. Thus far in 2016 the Company's capital
expenditures have been directed at completion activities of the
Ewing Bank 954 A-8 well, drilling of the A-18 well at Mahogany,
recompletions at Virgo (VK 823) and Main Pass 69 and a new pipeline
at East Cameron 321. The remainder of the expenditures was
associated with other development activities and seismic.
The Company's capital expenditures for 2016 are currently estimated
at $60 million and well below prior year levels. The Company's
plug and abandonment activities for 2016 are currently estimated to
total $74 million ($90.2 million over the next twelve months) and
are expected to be funded with cash on hand and cash flow from
operating activities.
Operations Update
Ship Shoal 349 A-18 "Mahogany" (100% WI, operated, shelf)
The Company re-initiated drilling operations on the SS349 A-18,
which is expected to reach total target depth of 18,722 feet in the
November/December timeframe. The Company plans on completing and
bringing the well on line around the end of the year or possibly
early January 2017. The A-18 is a development well. To date, the
Company has penetrated and logged pay in two field sands, the
results from which are encouraging. Following the completion of
the A-18 well, the Company expects to conduct workover activities
on several wells to further enhance field production, likely
beginning in early 2017.
Well Recompletions and Workovers
The Company has recently finished a recompletion of the A-1 well at
Viosca Knoll 823 "Virgo" and the Ewing Bank 954 A-8 well. Both of
these wells are performing better than expected (4,400 Boe per day
gross, 3,200 Boe per day net, production rate on early tests) and
should contribute nicely to fourth quarter production levels.
Bureau of Ocean Energy Management ("BOEM") Matters: The BOEM
requires that lessees demonstrate financial strength and
reliability according to its regulations or post surety bonds or
other acceptable financial assurances, which, among other things,
will insure that such decommissioning obligations will be
satisfied. Prior to 2015, the Company was partially exempt from
providing such financial assurances. The significant and sustained
decline in crude oil and natural gas prices, however, has resulted
in the Company in 2015 no longer meeting the relevant financial
strength and reliability criteria for such exemptions set forth in
the then current regulations and procedures of the BOEM. As a
result, the Company was notified by the BOEM in 2015 that the
Company was no longer eligible for any exemption from providing
financial assurances to the BOEM.
In February and March 2016, the Company received several orders
from the BOEM ordering the Company to secure financial assurances
in the form of additional security in the aggregate of $260.8
million, with amounts specified with respect to certain designated
leases, rights of use and easement and rights of way. The Company
filed appeals with the Interior Board of Land Appeals regarding
four of the BOEM orders - specifically the February order requiring
the Company to post a total of $159.8 million in additional
security and three March orders requiring $101.0 million in
additional security. The IBLA, acknowledging that the BOEM and the
Company were seeking to resolve the BOEM orders through settlement
discussions, has agreed to stay the effectiveness of the orders.
This is the third stay that we have received from the IBLA and this
latest order extends the effectiveness to Jan. 31, 2017. The
Company submitted a proposal for a tailored plan of compliance in
May of 2016 in an effort to seek an acceptable resolution of the
orders.
In July 2016, effective Sept. 12, 2016, the BOEM issued NTL
#2016-N01, related to obligations for decommissioning activities on
the federal OCS, thereby superseding and replacing the prior
applicable NTL which was NTL #2008-N07. Implementation of this new
NTL could result in us having to obtain additional bonds or other
financial assurances and having to post collateral to obtain such
additional bonds or other financial assurances. In September of
2016, the Company submitted to the BOEM a revision of our proposed
tailored plan of compliance that the Company believes to be
consistent with a tailored arrangement allowed under NTL #2016-N01.
Discussions with the BOEM are ongoing and the Company is hopeful
that it can reach agreement with them on an acceptable tailored
plan.
A full-text copy of the press release is available for free at:
https://is.gd/zo39wz
About W&T Offshore
Based in Houston, Texas, 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.
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 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'.
WEST CORP: Reports $47.5 Million Net Income for Third Quarter
-------------------------------------------------------------
West Corporation filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing net income of $47.53
million on $571.4 million of revenue for the three months ended
Sept. 30, 2016, compared to net income of $49.84 million on $574.44
million of revenue for the three months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported net
income of $125.06 million on $1.72 billion of revenue compared to
net income of $179.6 million on $1.71 billion of revenue for the
same period last year.
As of Sept. 30, 2016, West Corp had $3.47 billion in total assets,
$3.96 billion in total liabilities and a total stockholders'
deficit of $490.95 million.
"We have historically financed our operations and capital
expenditures primarily through cash flows from operations
supplemented by borrowings under our senior secured credit
facilities, revolving credit facilities and asset securitization
facilities. In March 2015, we filed a registration statement with
the Securities and Exchange Commission using a shelf registration
process. As permitted under the registration statement, we may,
from time to time, sell shares of our common stock, as market
conditions permit, to finance our operations and capital
expenditures or provide additional liquidity.
"The Company's Board of Directors has approved a share repurchase
program under which the Company may repurchase up to an aggregate
of $75.0 million of its outstanding common stock of which $53.0
million remains unused. Purchases under the program may be made
from time to time through open market purchases, block transactions
or privately negotiated transactions. The Company
expects to fund the program using its cash on hand and cash
generated from operations. The program may be suspended or
discontinued at any time without prior notice.
"Our current and anticipated uses of our cash, cash equivalents and
marketable securities are to fund operating expenses, acquisitions,
capital expenditures, interest payments, tax payments and quarterly
dividends, repurchase common stock and repay principal on debt.
"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:
* our debt holders could declare all outstanding principal and
interest to be due and payable;
* the lenders under our Senior Secured Credit Facilities and
the Senior Secured Revolving Credit Facility could terminate
their commitments to lend us money and, together with the
holders of our 2021 Senior Secured Notes, foreclose against
the assets securing our borrowings; and
* we could be forced into bankruptcy or liquidation."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Xolscd
About West Corporation
Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions. West helps
manage or support essential enterprise communications with services
that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.
West Corporation reported net income of $242 million on $2.28
billion of revenue for the year ended Dec. 31, 2015, compared to
net income of $158 million on $2.21 billion of revenue for the year
ended Dec. 31, 2014.
* * *
As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'. The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.
In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'. "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.
WEST CORP: Reports Third Quarter 2016 Results
---------------------------------------------
West Corporation reported net income of $47.35 million on $571.4
million of revenue for the three months ended Sept. 30, 2016,
compared to net income of $49.48 million on $574.44 million of
revenue for the same period in 2015.
For the nine months ended Sept. 30, 2016, the Company reported net
income of $125.1 million on $1.72 billion of revenue compared to
net income of $179.6 million on $1.71 billion of revenue for the
nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, West Corporation had $3.47 billion in total
assets, $3.96 billion in total liabilities and a total
stockholders' deficit of $490.95 million.
"Our non-conferencing businesses grew 5.3 percent, with
particularly strong results in our UCaaS, healthcare advocacy and
interactive services businesses," said Tom Barker, chairman and
chief executive officer. "Conferencing revenue declined in the
third quarter driving our consolidated revenue down 0.5 percent.
Our adjusted organic revenue growth was 1 percent. We expect to
finish the year with revenue and adjusted earnings per share within
our original guidance ranges, albeit the low end, despite the
decrease in conferencing revenue."
The Company also announced a $0.225 per common share dividend. The
dividend is payable on Nov. 23, 2016, to shareholders of record as
of the close of business on Nov. 14, 2016.
At Sept. 30, 2016, West Corporation had cash and cash equivalents
totaling $191.3 million and working capital of $228.5 million.
Interest expense and other financing charges were $38.2 million
during the third quarter of 2016 compared to $38.6 million during
the comparable period of the prior year.
"During the third quarter, we repaid $91.3 million of debt,
bringing the total for the year to $123.2 million, consistent with
our guidance at the beginning of the year. This drove our debt
covenant leverage ratio down to the lowest level since our IPO,"
said Jan Madsen, chief financial officer.
The Company's net debt to pro forma adjusted EBITDA ratio, as
calculated pursuant to the Company's senior secured term debt
facilities4, was 4.46x at Sept. 30, 2016, down from 4.68x at Dec.
31, 2015.
Cash flows from operations were $104.1 million for the third
quarter of 2016 compared to $126.7 million in the same period of
2015, a decrease of 17.8 percent. Free cash flow, decreased 17.5
percent to $78.7 million in the third quarter of 2016 compared to
$95.4 million in the third quarter of 2015. This decrease was
primarily from timing differences in cash interest and working
capital variances, partially offset by lower cash taxes.
During the third quarter of 2016, the Company invested $25.4
million, or 4.5 percent of revenue, in capital expenditures.
Exploration of Financial and Strategic Alternatives
West also announced the commencement of a process to explore the
Company's range of financial and strategic alternatives, including,
but not limited to, the sale or separation of one or more of its
operating businesses, or a sale of the Company. West has retained
Centerview Partners LLC as its financial advisor and Sidley Austin
LLP as its legal advisor in connection with the analysis.
Mr. Barker added: "We are excited about our portfolio of
industry-leading assets, both individually and as a component of
our overall strategy. At the same time, as part of our ongoing
evaluation of our portfolio of assets, we have decided to engage
advisors to help us evaluate possible alternatives and strategies
to maximize long-term shareholder value."
No decision has been made to enter into any transaction. There can
be no assurance that this exploration will result in any
transaction being announced or consummated or, if a transaction
does occur, the terms or timing thereof. The Company does not
intend to discuss or disclose further developments during this
process unless and until the Board of Directors has approved a
specific action or otherwise determined that further disclosure is
appropriate.
A full-text copy of the press release is available for free at:
https://is.gd/YeCcVs
About West Corporation
Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions. West helps
manage or support essential enterprise communications with services
that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.
West Corporation reported net income of $242 million on $2.28
billion of revenue for the year ended Dec. 31, 2015, compared to
net income of $158 million on $2.21 billion of revenue for the year
ended Dec. 31, 2014.
* * *
As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'. The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.
In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'. "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.
WESTMORELAND RESOURCE: WCC Owns 93.8% of Common Units
-----------------------------------------------------
Westmoreland Coal Company disclosed in an amended Schedule 13D
filed with the Securities and Exchange Commission that as of Oct.
28, 2016, it beneficially owns 20,224,570 common units representing
limited partner interests of Westmoreland Resource Partners, LP,
which represents 93.8% of the shares outstanding.
On Oct. 28, 2016, pursuant to the terms of the Exchange Agreement,
between the Company and WCC, WCC exchanged 4,512,500 Common Units
of the Company for 4,512,500 Series B Units of the Company in a
non-cash transaction.
In total, the Series A Units, Series B Units and Warrants held by
WCC represent an aggregate of 93.8% of the Issuer's outstanding
equity interests on a fully diluted basis.
A full-text copy of the regulatory filing is available at:
https://is.gd/0QPlN3
About Westmoreland Resource
Oxford Resource Partners, LP, now known as Westmoreland Resource
Partners, LP, is a producer of high value steam coal, and is the
largest producer of surface mined coal in Ohio.
As of Sept. 30, 2016, Westmoreland Resource had $390.1 million in
total assets, $413.9 million in total liabilities and a total
deficit of $23.80 million.
For the year ended Dec. 31, 2015, Westmoreland Resource reported a
net loss of $33.68 million. For the period from Jan. 1 through
Dec. 31, 2014, the Company reported a net loss of $24.15 million.
WESTMORELAND RESOURCE: Westmoreland Coal Owns 93.8% of Common Units
-------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Westmoreland Coal Company disclosed that as of Oct. 28,
2016, it beneficially owns 20,224,570 common units representing
limited partner interests of Westmoreland Resource Partners, LP
(f/k/a Oxford Resource Partners, LP, which represents 93.8% of the
units outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/0QPlN3
About Westmoreland Resource
Westmoreland Resource Partners, LP (f/k/a Oxford Resource Partners,
LP) is a low-cost producer and marketer of high-value thermal coal
to U.S. utilities and industrial users, and it claims to be the
largest producer of surface mined coal in eastern Ohio and Lincoln
County, Wyoming. The Company focuses on acquiring thermal coal
reserves that it can efficiently mine with our large-scale
equipment. The Company's reserves and operations are strategically
located to serve its primary market area of the Midwest,
northeastern U.S. and Wyoming.
As of Sept. 30, 2016, Westmoreland Resource had $390.06 million in
total assets, $413.87 million in total liabilities and a total
deficit of $23.80 million.
Westmoreland Resource reported a net loss allocated to limited
partners of $39.99 million for the year ended Dec. 31, 2015. For
the period from January 1 through Dec. 31, 2014, the Company
reported a net loss allocated to limited partners of $22.45
million.
WHITESBURG REALTY: Hires RM Johnson as Surveyor
-----------------------------------------------
Whitesburg Realty, LLC asks for permission from the U.S. Bankruptcy
Court for the Eastern District of Kentucky to employ R.M. Johnson
Engineering, Inc. as surveyor.
The Debtor desires to employ R.M. Johnson to provide engineering
planning and surveying and property negotiations with city and
county officials for a future Tractor Supply development.
R.M. Johnson will charge the Debtor for its services a flat fee of
$5,000.
Ronald M. Johnson, president of R.M. Johnson, 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 estate.
R.M. Johnson can be reached at:
Ronald M. Johnson
R.M. JOHNSON ENGINEERING, INC.
3376 Hwy 550 E
P.O. Box 444
Hindman, KY 41822
Tel: (606) 785-5926
Fax: (606) 785-0244
About Whitesburg Realty
Whitesburg Realty, LLC, a Kentucky limited liability company, was
established on Feb. 10, 2004. The sole member of Whitesburg Realty
is Jeffrey C. Ruttenberg. Whitesburg Realty is a landlord to the
various shops and businesses operated at the Whitesburg Plaza.
Whitesburg Realty has several tenants, most notably, Walmart, and
several smaller businesses including a nail salon, fashion retail
store and pizza restaurant. Whitesburg Realty began to experience
cash flow problems after it lost a grocery store tenant.
Facing cash flow problems after losing a grocery store tenant,
Whitesburg Realty filed a chapter 11 petition (Bankr. E.D. Ky. Case
No. 16-50721) on April 13, 2016. The petition was signed by
Jeffrey C. Ruttenberg, member.
The Debtor is represented by Jamie L. Harris, Esq., at Delcotto Law
Group PLLC.
The Debtor estimated assets and debt of $1 million to $10 million.
The Debtor listed Wyatt, Tarrant & Combs, LLP, as its largest
unsecured creditor holding a claim of $10,000. No trustee or
examiner has been appointed in the Chapter 11 case, and no
creditors' committee or other official committee has been
appointed.
* * *
The Debtor filed its Chapter 11 Plan of Reorganization and
corresponding Disclosure Statement on July 12, 2016, an Amended
Plan and Amended Disclosure Statement on Sept. 8, 2016, and a
Second Amended Disclosure Statement on Sept. 28, 2016. Plan
confirmation hearing is scheduled for Nov. 10, 2016.
WILLIAMS FLAGGER: Names Calaiaro Valencik as Counsel
----------------------------------------------------
Williams Flagger Logistics, LLC seeks authorization from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to employ
Donald R. Calaiaro and Calaiaro Valencik as counsel.
The Debtor requires Calaiaro Valencik to:
(a) prepare the bankruptcy petition and attend at the first
meeting of creditors;
(b) represent the Debtor in relation to acceptance or rejection
of executory contracts;
(c) advise the Debtor with regard to its rights and obligations
during the Chapter 11 reorganization;
(d) advise the Debtor regarding possible preference actions;
(e) represent the Debtor in relation to any motions to convert
or dismiss the Chapter 11;
(f) represent the Debtor in relation to any motions for relief
from stay filed by creditors;
(g) prepare the Plan of Reorganization and Disclosure
Statement;
(h) prepare any objection to claims in the Chapter 11; and
(i) otherwise, represent the Debtor in general.
Calaiaro Valencik will be paid at these hourly rates:
Donald R. Calaiaro $350
David Z. Valencik $300
Staff Attorney $250
Paralegal $100
Calaiaro Valencik will be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Calaiaro received a retainer of $2,000 plus the filing fee. The
Debtor will make payments into escrow until it has paid a retainer
of $10,000 and the parties acknowledge that the firm may petition
the Court for additional interim distribution. Counsel has paid the
filing fee in the case from the amounts received.
Mr. Calaiaro 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 estate.
Calaiaro Valencik can be reached at:
Donald R. Calaiaro, Esq.
David Z. Valencik, Esq.
CALAIARO VALENCIK
428 Forbes Avenue, Suite 900
Pittsburgh, PA 15219-1621
Tel: (412) 232-0930
E-mail: dcalaiaro@c-vlaw.com
dvalencik@c-vlaw.com
Williams Flagger Logistics, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 16-23882) on October 17, 2016,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Donald R. Calaiaro, Esq., at Calaiaro
Valencik.
WORLDS ONLINE: Reports $100.5K Net Loss for First Quarter
---------------------------------------------------------
Worlds Online Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company's common shareholders of $100,535 on
$614,456 of total revenue for the three months ended March 31,
2016, compared to a net loss attributable to the Company's common
shareholders of $208,194 on $96,235 of total revenue for the three
months ended March 31, 2015.
As of March 31, 2016, Worlds Online had $5.38 million in total
assets, $6.83 million in total liabilities and a total
stockholders' deficit of $1.45 million.
The Company raised $400,000 during the three months ended
March 31, 2016, in order to fund MariMed's business operations.
The Company expects to continue to pursue additional sources of
capital though th Company has no current arrangements with respect
to, or sources of, additional financing at this time and there can
be no assurance that any such financing will become available.
The Company's unrestricted cash and cash equivalents was $601,145
at March 31, 2016. The Company had capital expenditures of
$983,456 in the three months ending March 31, 2016, compared to
$1,407,978 for the period ended in 2015.
The Company was unable to raise capital during the three months
ended March 31, 2015. According to the Company, additional funds
will need to be raised in order for it to move forward with the
MariMed business plans. No assurances can be given that it will be
able to raise any additional funds, the Company said.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/4OqdBl
About Worlds Online
Based in Brookline, Mass., Worlds Online Inc. currently operates in
two separate segments with one segment being a 3D entertainment
portal which leverages its proprietary licensed technology to offer
visitors a network of virtual, multi-user environments which the
Company calls "worlds" and the second segment, MariMed Advisors,
being a management company in the medical cannabis industry.
For the year ended Dec. 31, 2015, Worlds Online reported a net loss
of $1.84 million following a net loss of $7.42 million in 2014.
L&L CPAS, PA, in Cornelius, NC, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
operating losses, has an accumulated stockholders' deficit, has
negative working capital, has had minimal revenues from operations,
and has yet to generate an internal cash flow that raises
substantial doubt about its ability to continue as a going concern.
[*] October Business Filings Increase 21% from Previous Year
------------------------------------------------------------
Total U.S. commercial bankruptcy filings increased 21 percent in
October 2016 over October of last year, according to data provided
by Epiq Systems, Inc.
Commercial filings totaled 3,023 in October 2016, up from the
October 2015 total of 2,491. October is the twelfth consecutive
month with a year-over-year increase in commercial filings.
However, total commercial chapter 11 filings decreased in October
2016, as the 401 filings were 7 percent less than the 431
commercial chapter 11 filings registered in October 2015. The
total bankruptcy filings of 63,042 in October 2016 represented a 10
percent decrease from the October 2015 total of 70,254. Consumer
filings also decreased as the 60,019 filings in October 2016 were
down 11 percent from the October 2015 consumer filing total of
67,763.
"Struggling businesses continue to turn to the financial shield of
bankruptcy," said ABI Executive Director Samuel J. Gerdano. "With
financial distress continuing in energy and retail, 2016 business
bankruptcies have already surpassed the total registered last
year."
Total filings for October decreased 2 percent compared to the
64,614 total filings in September 2016. Total noncommercial
filings for October also represented a 2 percent decrease from the
September 2016 noncommercial filing total of 61,503. October's
commercial filing total represented a 3 percent decrease from the
September 2016 commercial filing total of 3,111. However,
commercial chapter 11 filings were up 10 percent from the 364
filings recorded in September 2016.
The average nationwide per capita bankruptcy-filing rate in October
was 2.53 (total filings per 1,000 population), a slight decline
from the 2.54 rate for the first nine months of the year. Average
total filings per day in October 2016 were 2,101, a 10 percent
decrease from the 2,342 total daily filings in October 2015.
States with the highest per capita filing rates (total filings per
1,000 population) in October 2016 were:
1. Tennessee (5.66)
2. Alabama (5.53)
3. Georgia (4.81)
4. Illinois (4.44)
5. Utah (4.16)
ABI has partnered with Epiq Systems, Inc. in order to provide the
most current bankruptcy filing data for analysts, researchers and
members of the news media. Epiq Systems is a leading provider of
managed technology for the global legal profession.
For further information about the statistics or additional
requests, please contact ABI Public Affairs Manager John Hartgen at
703-894-5935 or jhartgen@abiworld.org.
ABI is the largest multi-disciplinary, nonpartisan organization
dedicated to research and education on matters related to
insolvency. ABI was founded in 1982 to provide Congress and the
public with unbiased analysis of bankruptcy issues. The ABI
membership includes more than 12,000 attorneys, accountants,
bankers, judges, professors, lenders, turnaround specialists and
other bankruptcy professionals, providing a forum for the exchange
of ideas and information. For additional information on ABI, visit
http://www.abi.org.For additional conference information, visit
http://www.abi.org/calendar-of-events.
Epiq Systems is a leading provider of managed technology for the
global legal profession. Epiq Systems offers innovative technology
solutions for electronic discovery, document review, legal
notification, claims administration and controlled disbursement of
funds. Epiq System's clients include leading law firms, corporate
legal departments, bankruptcy trustees, government agencies,
mortgage processors, financial institutions, and other professional
advisors who require innovative technology, responsive service and
deep subject-matter expertise. For more information on Epiq
Systems, Inc., please visit http://www.epiqsystems.com/
[*] Robichaux, Perry Join Ankura's Turnaround & Restructuring Group
-------------------------------------------------------------------
Ankura Consulting Group, a business advisory and expert services
firm, on Nov. 1, 2016, announced the appointments of Louis E.
Robichaux IV and Russell A. Perry to Ankura's Turnaround &
Restructuring group to enhance the firm's capabilities in financial
advisory and crisis management. Messrs. Robichaux and Perry will
be based in the firm's Dallas office.
Louis E. Robichaux IV joins Ankura as Senior Managing Director with
more than 20 years of experience in restructuring, crisis
management, financial advisory, and expert witness services, with
an emphasis on the health care industry. He has been instrumental
in a number of prominent restructurings, assuming various interim
executive and advisory roles in Chapter 11 restructurings of large
health systems and out-of-court workouts, including recently
serving as Chief Restructuring Officer of Tuomey Healthcare System.
Mr. Robichaux's industry experience includes service as
co-managing member of a national boutique restructuring firm as
well as various management positions in the long-term care
industry. Mr. Robichaux was most recently a Principal in
Deloitte's Corporate Restructuring Group.
Russell A. Perry joins Ankura as Managing Director with over 10
years of experience in financial advisory and corporate turnaround.
He has extensive experience working with stressed and distressed
health care providers, assisting them in the areas of financial
statement analysis, financial projection development, liquidity and
cash management, M&A support, financial modeling, stakeholder
negotiations, and bankruptcy preparation. Mr. Perry has provided
interim management and restructuring services in large matters in
the health care, retail, technology, media, and hospitality
industries. Mr. Perry was most recently a Senior Vice President in
Deloitte's Corporate Restructuring Group.
"Ankura's Turnaround & Restructuring group is an important part of
the firm's continued growth," said Kevin Lavin, Co-President of
Ankura. "The appointments of Louis and Russell broaden our
expertise in large-scale health care industry restructurings and
will add considerable depth to our existing capabilities that serve
the health care industry, as well as other industries."
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
01 COMMUN LAB IN ONE CN 0.3 (0.6) (0.2)
ABSOLUTE SOFTWRE OU1 GR 114.7 (43.7) (34.6)
ABSOLUTE SOFTWRE ALSWF US 114.7 (43.7) (34.6)
ABSOLUTE SOFTWRE ABT2EUR EU 114.7 (43.7) (34.6)
ABSOLUTE SOFTWRE ABT CN 114.7 (43.7) (34.6)
ADVANCED EMISSIO ADES US 36.6 (10.5) (11.2)
ADVANCEPIERRE FO APFHEUR EU 1,149.4 (335.7) 180.5
ADVANCEPIERRE FO APFH US 1,149.4 (335.7) 180.5
ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8)
AEROJET ROCKETDY AJRDEUR EU 1,952.0 (63.9) 82.6
AEROJET ROCKETDY GCY GR 1,952.0 (63.9) 82.6
AEROJET ROCKETDY GCY TH 1,952.0 (63.9) 82.6
AEROJET ROCKETDY AJRD US 1,952.0 (63.9) 82.6
AIR CANADA ACDVF US 14,539.0 (673.0) (496.0)
AIR CANADA ADH2 TH 14,539.0 (673.0) (496.0)
AIR CANADA ACEUR EU 14,539.0 (673.0) (496.0)
AIR CANADA ADH2 GR 14,539.0 (673.0) (496.0)
AIR CANADA AC CN 14,539.0 (673.0) (496.0)
AK STEEL HLDG AKS* MM 3,920.8 (275.2) 766.6
AK STEEL HLDG AK2 TH 3,920.8 (275.2) 766.6
AK STEEL HLDG AKS US 3,920.8 (275.2) 766.6
AK STEEL HLDG AK2 GR 3,920.8 (275.2) 766.6
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
ANGIE'S LIST INC ANGI US 159.9 (8.8) (33.9)
ANGIE'S LIST INC 8AL GR 159.9 (8.8) (33.9)
ANGIE'S LIST INC ANGIEUR EU 159.9 (8.8) (33.9)
ARCH COAL INC ACIIQ* MM 4,685.2 (1,627.0) 713.1
ARCH COAL INC ACIIQ US 4,685.2 (1,627.0) 713.1
ARCH COAL INC ACC QT 4,685.2 (1,627.0) 713.1
ARCH COAL INC-A ARCH US 4,685.2 (1,627.0) 713.1
ARCH COAL INC-A ARCH1EUR EU 4,685.2 (1,627.0) 713.1
ARIAD PHARM APS GR 624.4 (37.9) 206.5
ARIAD PHARM APS TH 624.4 (37.9) 206.5
ARIAD PHARM ARIA SW 624.4 (37.9) 206.5
ARIAD PHARM ARIACHF EU 624.4 (37.9) 206.5
ARIAD PHARM ARIAEUR EU 624.4 (37.9) 206.5
ARIAD PHARM ARIA US 624.4 (37.9) 206.5
ARIAD PHARM APS QT 624.4 (37.9) 206.5
ARRAY BIOPHARMA AR2 QT 168.9 (37.9) 102.9
ARRAY BIOPHARMA AR2 GR 168.9 (37.9) 102.9
ARRAY BIOPHARMA ARRYEUR EU 168.9 (37.9) 102.9
ARRAY BIOPHARMA AR2 TH 168.9 (37.9) 102.9
ARRAY BIOPHARMA ARRY US 168.9 (37.9) 102.9
ASPEN TECHNOLOGY AZPNEUR EU 289.9 (183.6) (186.0)
ASPEN TECHNOLOGY AST GR 289.9 (183.6) (186.0)
ASPEN TECHNOLOGY AST QT 289.9 (183.6) (186.0)
ASPEN TECHNOLOGY AST TH 289.9 (183.6) (186.0)
ASPEN TECHNOLOGY AZPN US 289.9 (183.6) (186.0)
AUTOZONE INC AZ5 TH 8,599.8 (1,787.5) (450.7)
AUTOZONE INC AZ5 QT 8,599.8 (1,787.5) (450.7)
AUTOZONE INC AZOEUR EU 8,599.8 (1,787.5) (450.7)
AUTOZONE INC AZO US 8,599.8 (1,787.5) (450.7)
AUTOZONE INC AZ5 GR 8,599.8 (1,787.5) (450.7)
AVID TECHNOLOGY AVD GR 273.7 (289.0) (88.5)
AVID TECHNOLOGY AVID US 273.7 (289.0) (88.5)
AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1
AVON - BDR AVON34 BZ 3,905.5 (336.4) 853.1
AVON PRODUCT-CED AVP AR 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP CI 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP US 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP* MM 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP TH 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP QT 3,905.5 (336.4) 853.1
AVON PRODUCTS AVP GR 3,905.5 (336.4) 853.1
BARRACUDA NETWOR 7BM GR 436.0 (15.8) (23.7)
BARRACUDA NETWOR CUDAEUR EU 436.0 (15.8) (23.7)
BARRACUDA NETWOR CUDA US 436.0 (15.8) (23.7)
BARRACUDA NETWOR 7BM QT 436.0 (15.8) (23.7)
BENEFITFOCUS INC BTF GR 164.8 (31.8) (0.2)
BENEFITFOCUS INC BNFT US 164.8 (31.8) (0.2)
BLUE BIRD CORP 1291067D US 310.3 (99.1) (7.6)
BLUE BIRD CORP BLBD US 310.3 (99.1) (7.6)
BOMBARDIER INC-B BBDBN MM 23,871.0 (3,918.0) 1,670.0
BOMBARDIER-B OLD BBDYB BB 23,871.0 (3,918.0) 1,670.0
BOMBARDIER-B W/I BBD/W CN 23,871.0 (3,918.0) 1,670.0
BRINKER INTL EAT2EUR EU 1,458.5 (551.1) (251.2)
BRINKER INTL BKJ GR 1,458.5 (551.1) (251.2)
BRINKER INTL EAT US 1,458.5 (551.1) (251.2)
BRP INC/CA-SUB V BRPIF US 2,204.8 (73.9) 63.7
BRP INC/CA-SUB V B15A GR 2,204.8 (73.9) 63.7
BRP INC/CA-SUB V DOO CN 2,204.8 (73.9) 63.7
BUFFALO COAL COR BUC SJ 48.1 (17.9) 0.3
BURLINGTON STORE BUI GR 2,566.3 (103.7) 93.1
BURLINGTON STORE BURL US 2,566.3 (103.7) 93.1
BURLINGTON STORE BURL* MM 2,566.3 (103.7) 93.1
CAESARS ENTERTAI CZR US 12,117.0 (96.0) (2,233.0)
CAESARS ENTERTAI C08 GR 12,117.0 (96.0) (2,233.0)
CALIFORNIA RESOU 1CLB GR 6,332.0 (493.0) (302.0)
CALIFORNIA RESOU CRC US 6,332.0 (493.0) (302.0)
CALIFORNIA RESOU CRCEUR EU 6,332.0 (493.0) (302.0)
CALIFORNIA RESOU 1CL TH 6,332.0 (493.0) (302.0)
CAMBIUM LEARNING ABCD US 133.8 (69.9) (55.1)
CAMPING WORLD-A CWH US 1,487.5 (278.9) 150.0
CAMPING WORLD-A CWHEUR EU 1,487.5 (278.9) 150.0
CAMPING WORLD-A C83 GR 1,487.5 (278.9) 150.0
CARBONITE INC CARB US 133.4 (2.1) (39.9)
CARBONITE INC 4CB GR 133.4 (2.1) (39.9)
CARRIZO OIL&GAS CRZO US 1,420.5 (205.4) (152.2)
CARRIZO OIL&GAS CO1 TH 1,420.5 (205.4) (152.2)
CARRIZO OIL&GAS CRZOEUR EU 1,420.5 (205.4) (152.2)
CARRIZO OIL&GAS CO1 QT 1,420.5 (205.4) (152.2)
CARRIZO OIL&GAS CO1 GR 1,420.5 (205.4) (152.2)
CASELLA WASTE CWST US 635.3 (13.9) 2.2
CASELLA WASTE WA3 GR 635.3 (13.9) 2.2
CEB INC CEB US 1,467.4 (85.8) (123.7)
CEB INC FC9 GR 1,467.4 (85.8) (123.7)
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CHESAPEAKE ENERG CHK US 12,523.0 (932.0) (2,539.0)
CHESAPEAKE ENERG CS1 TH 12,523.0 (932.0) (2,539.0)
CHESAPEAKE ENERG CHK* MM 12,523.0 (932.0) (2,539.0)
CHESAPEAKE ENERG CS1 GR 12,523.0 (932.0) (2,539.0)
CHOICE HOTELS CHH US 846.3 (337.4) 113.4
CHOICE HOTELS CZH GR 846.3 (337.4) 113.4
CINCINNATI BELL CBB US 1,529.9 (194.8) (40.7)
CINCINNATI BELL CIB1 GR 1,529.9 (194.8) (40.7)
CINCINNATI BELL CBBEUR EU 1,529.9 (194.8) (40.7)
CLEAR CHANNEL-A CCO US 5,698.1 (966.4) 682.6
CLEAR CHANNEL-A C7C GR 5,698.1 (966.4) 682.6
CLEARSIDE BIOMED CLM GR 4.5 (4.3) 1.2
CLEARSIDE BIOMED CLSD US 4.5 (4.3) 1.2
CLIFFS NATURAL R CLF US 1,772.9 (1,400.5) 376.1
CLIFFS NATURAL R CLF2EUR EU 1,772.9 (1,400.5) 376.1
CLIFFS NATURAL R CVA TH 1,772.9 (1,400.5) 376.1
CLIFFS NATURAL R CVA GR 1,772.9 (1,400.5) 376.1
CLIFFS NATURAL R CLF* MM 1,772.9 (1,400.5) 376.1
CLIFFS NATURAL R CVA QT 1,772.9 (1,400.5) 376.1
COGENT COMMUNICA OGM1 GR 617.6 (40.5) 140.3
COGENT COMMUNICA CCOI US 617.6 (40.5) 140.3
COHERUS BIOSCIEN CHRS US 251.1 (61.9) 128.6
COHERUS BIOSCIEN 8C5 GR 251.1 (61.9) 128.6
COHERUS BIOSCIEN 8C5 QT 251.1 (61.9) 128.6
COHERUS BIOSCIEN 8C5 TH 251.1 (61.9) 128.6
COHERUS BIOSCIEN CHRSEUR EU 251.1 (61.9) 128.6
COMMUNICATION CSAL US 2,851.7 (1,247.6) -
COMMUNICATION 8XC GR 2,851.7 (1,247.6) -
CPI CARD GROUP I CPB GR 277.1 (91.0) 56.9
CPI CARD GROUP I PNT CN 277.1 (91.0) 56.9
CPI CARD GROUP I PMTS US 277.1 (91.0) 56.9
CVR NITROGEN LP RNF US 241.4 (166.3) 12.0
CYAN INC CYNI US 112.1 (18.4) 56.9
CYAN INC YCN GR 112.1 (18.4) 56.9
DELEK LOGISTICS DKL US 393.2 (14.0) 4.8
DELEK LOGISTICS D6L GR 393.2 (14.0) 4.8
DENNY'S CORP DE8 GR 297.7 (53.8) (48.1)
DENNY'S CORP DENN US 297.7 (53.8) (48.1)
DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0
DIRECTV 1448062D US 25,321.0 (3,463.0) 1,360.0
DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0
DOMINO'S PIZZA EZV GR 676.6 (1,936.1) 62.1
DOMINO'S PIZZA DPZ US 676.6 (1,936.1) 62.1
DOMINO'S PIZZA EZV TH 676.6 (1,936.1) 62.1
DPL INC DPL US 2,931.4 (173.0) (496.5)
DUN & BRADSTREET DNB1EUR EU 2,016.9 (1,054.3) (151.7)
DUN & BRADSTREET DB5 GR 2,016.9 (1,054.3) (151.7)
DUN & BRADSTREET DNB US 2,016.9 (1,054.3) (151.7)
DUNKIN' BRANDS G 2DB GR 3,145.6 (167.2) 181.6
DUNKIN' BRANDS G DNKNEUR EU 3,145.6 (167.2) 181.6
DUNKIN' BRANDS G 2DB TH 3,145.6 (167.2) 181.6
DUNKIN' BRANDS G DNKN US 3,145.6 (167.2) 181.6
DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7
DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7
DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7
EASTMAN KODAK CO KODN GR 2,042.0 (39.0) 859.0
EASTMAN KODAK CO KODK US 2,042.0 (39.0) 859.0
EDGEN GROUP INC EDG US 883.8 (0.8) 409.2
ENERGIZER HOLDIN ENR US 1,596.8 (2.8) 655.7
ENERGIZER HOLDIN EGG GR 1,596.8 (2.8) 655.7
ENERGIZER HOLDIN ENR-WEUR EU 1,596.8 (2.8) 655.7
ENERGULF RESOURC ENG CN 0.2 (1.3) (1.3)
EPL OIL & GAS IN EPA1 GR 463.6 (1,080.5) (1,301.7)
EPL OIL & GAS IN EPL US 463.6 (1,080.5) (1,301.7)
ERIN ENERGY CORP ERN SJ 349.0 (159.2) (257.2)
EVERBRIDGE INC 2E7 GR 48.9 (20.9) (28.6)
EVERBRIDGE INC EVBG US 48.9 (20.9) (28.6)
EVERBRIDGE INC EVBGEUR EU 48.9 (20.9) (28.6)
FAIRMOUNT SANTRO FM1 GR 1,109.1 (159.6) 147.3
FAIRMOUNT SANTRO FMSAEUR EU 1,109.1 (159.6) 147.3
FAIRMOUNT SANTRO FMSA US 1,109.1 (159.6) 147.3
FAIRPOINT COMMUN FONN GR 1,248.8 (41.0) 11.0
FAIRPOINT COMMUN FRP US 1,248.8 (41.0) 11.0
FERRELLGAS-LP FGP US 1,683.3 (651.8) (77.1)
FERRELLGAS-LP FEG GR 1,683.3 (651.8) (77.1)
FIFTH STREET ASS FSAM US 166.3 (11.1) -
FIFTH STREET ASS 7FS TH 166.3 (11.1) -
FILO MINING CORP FIL SS 0.0 (0.0) -
FORESIGHT ENERGY FHR GR 1,746.6 (45.9) (1,325.6)
FORESIGHT ENERGY FELP US 1,746.6 (45.9) (1,325.6)
FREESCALE SEMICO FSLEUR EU 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS GR 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0
FREESCALE SEMICO 1FS QT 3,159.0 (3,079.0) 1,264.0
GAMCO INVESTO-A GBL US 113.9 (223.5) -
GARDA WRLD -CL A GW CN 1,842.9 (396.1) 105.2
GARTNER INC GGRA GR 2,277.7 (10.5) (171.5)
GARTNER INC IT US 2,277.7 (10.5) (171.5)
GCP APPLIED TECH GCP US 1,034.5 (149.7) 254.9
GCP APPLIED TECH 43G GR 1,034.5 (149.7) 254.9
GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0
GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GOGO INC GOGO US 1,224.2 (18.0) 398.4
GOGO INC G0G GR 1,224.2 (18.0) 398.4
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
GUIDANCE SOFTWAR GUID US 71.8 (1.7) (22.1)
GYMBOREE CORP/TH GYMB US 1,162.6 (309.2) 28.7
H&R BLOCK INC HRB GR 2,163.5 (199.8) (0.8)
H&R BLOCK INC HRBEUR EU 2,163.5 (199.8) (0.8)
H&R BLOCK INC HRB US 2,163.5 (199.8) (0.8)
H&R BLOCK INC HRB TH 2,163.5 (199.8) (0.8)
HALCON RESOURCES RAQK GR 2,453.8 (672.6) (2,780.0)
HALCON RESOURCES HKEUR EU 2,453.8 (672.6) (2,780.0)
HALCON RESOURCES HK US 2,453.8 (672.6) (2,780.0)
HCA HOLDINGS INC HCAEUR EU 33,127.0 (6,163.0) 3,688.0
HCA HOLDINGS INC HCA US 33,127.0 (6,163.0) 3,688.0
HCA HOLDINGS INC 2BH GR 33,127.0 (6,163.0) 3,688.0
HCA HOLDINGS INC 2BH TH 33,127.0 (6,163.0) 3,688.0
HECKMANN CORP-U HEK/U US 421.9 (75.1) (51.4)
HELIX TCS INC HLIX US 4.3 (1.7) (0.9)
HEWLETT-PACKA-WI HPQ-W US 27,224.0 (3,926.0) (712.0)
HORSEHEAD HOLDIN ZINCQ* MM 308.7 (279.4) (48.4)
HOVNANIAN-A-WI HOV-W US 2,388.8 (151.9) 1,377.8
HP COMPANY-BDR HPQB34 BZ 27,224.0 (3,926.0) (712.0)
HP INC 7HP TH 27,224.0 (3,926.0) (712.0)
HP INC HPQ SW 27,224.0 (3,926.0) (712.0)
HP INC 7HP GR 27,224.0 (3,926.0) (712.0)
HP INC HPQ TE 27,224.0 (3,926.0) (712.0)
HP INC HPQ US 27,224.0 (3,926.0) (712.0)
HP INC HPQUSD SW 27,224.0 (3,926.0) (712.0)
HP INC HWP QT 27,224.0 (3,926.0) (712.0)
HP INC HPQCHF EU 27,224.0 (3,926.0) (712.0)
HP INC HPQ* MM 27,224.0 (3,926.0) (712.0)
HP INC HPQ CI 27,224.0 (3,926.0) (712.0)
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
IBI GROUP INC IBG CN 257.9 (13.2) 118.6
INFOR ACQUISIT-A IAC/A CN 233.2 (2.7) 1.8
INFOR ACQUISITIO IAC-U CN 233.2 (2.7) 1.8
INFOR US INC LWSN US 6,048.5 (796.8) (226.4)
INNOVIVA INC HVE GR 370.5 (367.9) 175.6
INNOVIVA INC INVA US 370.5 (367.9) 175.6
INTERNATIONAL WI ITWG US 325.1 (11.5) 95.4
INTERUPS INC ITUP US 0.1 (1.2) (1.2)
INVENTIV HEALTH VTIV US 2,167.0 (791.3) 142.1
IPCS INC IPCS US 559.2 (33.0) 72.1
ISRAMCO INC IRM GR 145.1 (0.9) 14.0
ISRAMCO INC ISRLEUR EU 145.1 (0.9) 14.0
ISRAMCO INC ISRL US 145.1 (0.9) 14.0
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
J CREW GROUP INC JCG US 1,455.8 (786.1) 86.9
JACK IN THE BOX JACK1EUR EU 1,291.5 (167.5) (85.1)
JACK IN THE BOX JACK US 1,291.5 (167.5) (85.1)
JACK IN THE BOX JBX GR 1,291.5 (167.5) (85.1)
JUST ENERGY GROU JE US 1,229.1 (191.7) (118.1)
JUST ENERGY GROU 1JE GR 1,229.1 (191.7) (118.1)
JUST ENERGY GROU JE CN 1,229.1 (191.7) (118.1)
KADMON HOLDINGS KDF GR 45.9 (256.6) (33.4)
KADMON HOLDINGS KDMN US 45.9 (256.6) (33.4)
KADMON HOLDINGS KDMNEUR EU 45.9 (256.6) (33.4)
L BRANDS INC LBEUR EU 7,541.0 (1,129.0) 1,141.0
L BRANDS INC LTD GR 7,541.0 (1,129.0) 1,141.0
L BRANDS INC LB US 7,541.0 (1,129.0) 1,141.0
L BRANDS INC LB* MM 7,541.0 (1,129.0) 1,141.0
L BRANDS INC LTD TH 7,541.0 (1,129.0) 1,141.0
LANTHEUS HOLDING 0L8 GR 259.3 (166.4) 78.9
LANTHEUS HOLDING LNTH US 259.3 (166.4) 78.9
LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9
LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9
LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0
LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0
MADISON-A/NEW-WI MSGN-W US 822.1 (1,080.3) 188.2
MANITOWOC FOOD MFS US 1,807.0 (111.1) 19.1
MANITOWOC FOOD 6M6 GR 1,807.0 (111.1) 19.1
MANITOWOC FOOD MFS1EUR EU 1,807.0 (111.1) 19.1
MANNKIND CORP MNKD IT 139.4 (366.6) (198.9)
MARRIOTT INTL-A MAR US 6,650.0 (3,462.0) (1,285.0)
MARRIOTT INTL-A MAQ GR 6,650.0 (3,462.0) (1,285.0)
MARRIOTT INTL-A MAQ TH 6,650.0 (3,462.0) (1,285.0)
MCBC HOLDINGS IN 1SG GR 82.5 (8.4) (26.3)
MCBC HOLDINGS IN MCFT US 82.5 (8.4) (26.3)
MCDONALDS - BDR MCDC34 BZ 32,486.9 (1,624.1) (174.6)
MCDONALDS CORP MCD CI 32,486.9 (1,624.1) (174.6)
MCDONALDS CORP MCD US 32,486.9 (1,624.1) (174.6)
MCDONALDS CORP MCD SW 32,486.9 (1,624.1) (174.6)
MCDONALDS CORP MCDCHF EU 32,486.9 (1,624.1) (174.6)
MCDONALDS CORP MDO QT 32,486.9 (1,624.1) (174.6)
MCDONALDS CORP MCD TE 32,486.9 (1,624.1) (174.6)
MCDONALDS CORP MDO GR 32,486.9 (1,624.1) (174.6)
MCDONALDS CORP MDO TH 32,486.9 (1,624.1) (174.6)
MCDONALDS CORP MCDUSD SW 32,486.9 (1,624.1) (174.6)
MCDONALDS CORP MCD* MM 32,486.9 (1,624.1) (174.6)
MCDONALDS-CEDEAR MCD AR 32,486.9 (1,624.1) (174.6)
MDC COMM-W/I MDZ/W CN 1,642.3 (451.7) (319.2)
MDC PARTNERS-A MDCA US 1,642.3 (451.7) (319.2)
MDC PARTNERS-A MDZ/A CN 1,642.3 (451.7) (319.2)
MDC PARTNERS-A MDCAEUR EU 1,642.3 (451.7) (319.2)
MDC PARTNERS-A MD7A GR 1,642.3 (451.7) (319.2)
MDC PARTNERS-EXC MDZ/N CN 1,642.3 (451.7) (319.2)
MEAD JOHNSON 0MJA GR 4,193.7 (438.7) 1,555.7
MEAD JOHNSON MJN US 4,193.7 (438.7) 1,555.7
MEAD JOHNSON 0MJA TH 4,193.7 (438.7) 1,555.7
MEAD JOHNSON MJNEUR EU 4,193.7 (438.7) 1,555.7
MEDLEY MANAGE-A MDLY US 107.6 (30.3) 38.7
MERITOR INC AID1 GR 2,084.0 (596.0) 155.0
MERITOR INC MTOREUR EU 2,084.0 (596.0) 155.0
MERITOR INC MTOR US 2,084.0 (596.0) 155.0
MERRIMACK PHARMA MACK US 150.0 (201.6) 28.1
MERRIMACK PHARMA MP6 QT 150.0 (201.6) 28.1
MERRIMACK PHARMA MACKEUR EU 150.0 (201.6) 28.1
MERRIMACK PHARMA MP6 GR 150.0 (201.6) 28.1
MICHAELS COS INC MIM GR 2,001.0 (1,707.8) 531.0
MICHAELS COS INC MIK US 2,001.0 (1,707.8) 531.0
MIDSTATES PETROL MPO1EUR EU 729.3 (1,495.1) 12.9
MIDSTATES PETROL MPO US 729.3 (1,495.1) 12.9
MONEYGRAM INTERN MGI US 4,426.1 (208.5) 2.7
MOODY'S CORP DUT TH 5,019.3 (357.9) 1,614.4
MOODY'S CORP MCOEUR EU 5,019.3 (357.9) 1,614.4
MOODY'S CORP DUT GR 5,019.3 (357.9) 1,614.4
MOODY'S CORP DUT QT 5,019.3 (357.9) 1,614.4
MOODY'S CORP MCO US 5,019.3 (357.9) 1,614.4
MOTOROLA SOLUTIO MSI US 8,619.0 (648.0) 1,643.0
MOTOROLA SOLUTIO MTLA TH 8,619.0 (648.0) 1,643.0
MOTOROLA SOLUTIO MOT TE 8,619.0 (648.0) 1,643.0
MOTOROLA SOLUTIO MTLA GR 8,619.0 (648.0) 1,643.0
MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) -
MSG NETWORKS- A 1M4 GR 822.1 (1,080.3) 188.2
MSG NETWORKS- A MSGNEUR EU 822.1 (1,080.3) 188.2
MSG NETWORKS- A 1M4 TH 822.1 (1,080.3) 188.2
MSG NETWORKS- A MSGN US 822.1 (1,080.3) 188.2
NATHANS FAMOUS NFA GR 77.7 (70.5) 51.9
NATHANS FAMOUS NATH US 77.7 (70.5) 51.9
NATIONAL CINEMED NCMI US 1,045.7 (166.4) 91.5
NATIONAL CINEMED XWM GR 1,045.7 (166.4) 91.5
NAVIDEA BIOPHARM NAVB IT 8.7 (63.9) (55.5)
NAVISTAR INTL IHR GR 5,719.0 (5,134.0) 239.0
NAVISTAR INTL IHR TH 5,719.0 (5,134.0) 239.0
NAVISTAR INTL NAV US 5,719.0 (5,134.0) 239.0
NEFF CORP-CL A NEFF US 673.2 (150.2) 19.8
NEFF CORP-CL A NFO GR 673.2 (150.2) 19.8
NEKTAR THERAPEUT ITH GR 463.1 (39.3) 239.0
NEKTAR THERAPEUT NKTR US 463.1 (39.3) 239.0
NEW ENG RLTY-LP NEN US 193.6 (31.2) -
NTELOS HOLDINGS NTLS US 611.1 (39.9) 104.9
NUTANIX INC - A 0NU TH 399.1 (65.9) 117.1
NUTANIX INC - A NTNXEUR EU 399.1 (65.9) 117.1
NUTANIX INC - A 0NU GR 399.1 (65.9) 117.1
NUTANIX INC - A NTNX US 399.1 (65.9) 117.1
OMEROS CORP 3O8 GR 46.1 (49.0) 18.0
OMEROS CORP OMER US 46.1 (49.0) 18.0
OMEROS CORP 3O8 TH 46.1 (49.0) 18.0
OMEROS CORP OMEREUR EU 46.1 (49.0) 18.0
OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0)
ONCOMED PHARMACE OMED US 218.2 (3.2) (3.2)
ONCOMED PHARMACE O0M GR 218.2 (3.2) (3.2)
PALM INC PALM US 1,007.2 (6.2) 141.7
PAPA JOHN'S INTL PP1 GR 498.8 (2.8) 17.6
PAPA JOHN'S INTL PZZA US 498.8 (2.8) 17.6
PBF LOGISTICS LP 11P GR 735.4 (38.5) (33.7)
PBF LOGISTICS LP PBFX US 735.4 (38.5) (33.7)
PENN NATL GAMING PN1 GR 5,251.7 (553.9) (199.9)
PENN NATL GAMING PENN US 5,251.7 (553.9) (199.9)
PHILIP MORRIS IN 4I1 GR 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PM US 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN 4I1 QT 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PM1CHF EU 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PMI SW 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PM FP 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PM1EUR EU 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PM1 TE 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PMI EB 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN PMI1 IX 35,577.0 (10,317.0) 2,316.0
PHILIP MORRIS IN 4I1 TH 35,577.0 (10,317.0) 2,316.0
PINNACLE ENTERTA 65P GR 3,966.8 (332.9) (106.8)
PINNACLE ENTERTA PNK US 3,966.8 (332.9) (106.8)
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9)
PLY GEM HOLDINGS PGEM US 1,292.6 (57.6) 280.6
PLY GEM HOLDINGS PG6 GR 1,292.6 (57.6) 280.6
POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9
QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9
QUINTILES IMS HO QTS GR 4,128.8 (81.9) 1,023.2
QUINTILES IMS HO Q US 4,128.8 (81.9) 1,023.2
REATA PHARMACE-A RETA US 114.4 (212.1) 52.9
REATA PHARMACE-A 2R3 GR 114.4 (212.1) 52.9
REGAL ENTERTAI-A RETA GR 2,572.9 (872.3) (86.1)
REGAL ENTERTAI-A RGC* MM 2,572.9 (872.3) (86.1)
REGAL ENTERTAI-A RGC US 2,572.9 (872.3) (86.1)
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RENTECH NITROGEN 2RN GR 241.4 (166.3) 12.0
RENTPATH LLC PRM US 208.0 (91.7) 3.6
RESOLUTE ENERGY RENEUR EU 317.5 (321.8) 15.2
RESOLUTE ENERGY R21 GR 317.5 (321.8) 15.2
RESOLUTE ENERGY REN US 317.5 (321.8) 15.2
REVLON INC-A REV US 3,113.7 (559.6) 457.4
REVLON INC-A RVL1 GR 3,113.7 (559.6) 457.4
RLJ ACQUISITI-UT RLJAU US 127.7 (14.8) 18.1
ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7
ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
RYERSON HOLDING RYI US 1,643.3 (33.2) 696.4
RYERSON HOLDING 7RY GR 1,643.3 (33.2) 696.4
RYERSON HOLDING 7RY TH 1,643.3 (33.2) 696.4
SALLY BEAUTY HOL S7V GR 2,091.1 (282.9) 690.6
SALLY BEAUTY HOL SBH US 2,091.1 (282.9) 690.6
SANCHEZ ENERGY C 13S TH 1,240.5 (703.2) 288.2
SANCHEZ ENERGY C 13S GR 1,240.5 (703.2) 288.2
SANCHEZ ENERGY C SN US 1,240.5 (703.2) 288.2
SANCHEZ ENERGY C SN* MM 1,240.5 (703.2) 288.2
SANDRIDGE ENERGY SD US 2,240.9 (2,272.9) 680.0
SANDRIDGE ENERGY SDEUR EU 2,240.9 (2,272.9) 680.0
SANDRIDGE ENERGY SA2B GR 2,240.9 (2,272.9) 680.0
SBA COMM CORP-A SBJ GR 7,915.7 (1,669.1) 119.4
SBA COMM CORP-A SBAC US 7,915.7 (1,669.1) 119.4
SBA COMM CORP-A SBJ TH 7,915.7 (1,669.1) 119.4
SBA COMM CORP-A SBACEUR EU 7,915.7 (1,669.1) 119.4
SCIENTIFIC GAM-A SGMS US 7,376.6 (1,750.0) 417.1
SCIENTIFIC GAM-A TJW GR 7,376.6 (1,750.0) 417.1
SEARS HOLDINGS SHLD US 10,614.0 (2,693.0) 672.0
SEARS HOLDINGS SEE QT 10,614.0 (2,693.0) 672.0
SEARS HOLDINGS SEE TH 10,614.0 (2,693.0) 672.0
SEARS HOLDINGS SEE GR 10,614.0 (2,693.0) 672.0
SILVER SPRING NE 9SI GR 437.4 (21.3) 19.2
SILVER SPRING NE SSNIEUR EU 437.4 (21.3) 19.2
SILVER SPRING NE 9SI TH 437.4 (21.3) 19.2
SILVER SPRING NE SSNI US 437.4 (21.3) 19.2
SIRIUS XM CANADA SIICF US 304.7 (135.3) (170.2)
SIRIUS XM CANADA XSR CN 304.7 (135.3) (170.2)
SIRIUS XM HOLDIN RDO GR 8,422.8 (506.5) (1,860.6)
SIRIUS XM HOLDIN RDO TH 8,422.8 (506.5) (1,860.6)
SIRIUS XM HOLDIN SIRI US 8,422.8 (506.5) (1,860.6)
SONIC CORP SONC US 660.0 (75.6) 63.0
SONIC CORP SO4 GR 660.0 (75.6) 63.0
SONIC CORP SONCEUR EU 660.0 (75.6) 63.0
SUPERVALU INC SJ1 TH 4,361.0 (342.0) 141.0
SUPERVALU INC SJ1 GR 4,361.0 (342.0) 141.0
SUPERVALU INC SJ1 QT 4,361.0 (342.0) 141.0
SUPERVALU INC SVU US 4,361.0 (342.0) 141.0
SYNTEL INC SYNT US 1,705.1 (220.7) 97.2
SYNTEL INC SYE GR 1,705.1 (220.7) 97.2
TAILORED BRANDS TLRD* MM 2,184.6 (88.7) 719.8
TAILORED BRANDS WRMA GR 2,184.6 (88.7) 719.8
TAILORED BRANDS TLRD US 2,184.6 (88.7) 719.8
TAUBMAN CENTERS TU8 GR 3,786.8 (36.5) -
TAUBMAN CENTERS TCO US 3,786.8 (36.5) -
TRANSDIGM GROUP T7D GR 10,570.5 (808.2) 2,204.8
TRANSDIGM GROUP TDG SW 10,570.5 (808.2) 2,204.8
TRANSDIGM GROUP TDGCHF EU 10,570.5 (808.2) 2,204.8
TRANSDIGM GROUP TDG US 10,570.5 (808.2) 2,204.8
TRANSDIGM GROUP TDGEUR EU 10,570.5 (808.2) 2,204.8
ULTRA PETROLEUM UPM GR 1,420.2 (2,895.9) 308.6
ULTRA PETROLEUM UPLEUR EU 1,420.2 (2,895.9) 308.6
ULTRA PETROLEUM UPLMQ US 1,420.2 (2,895.9) 308.6
UNISYS CORP UISEUR EU 2,176.1 (1,258.1) 65.8
UNISYS CORP USY1 TH 2,176.1 (1,258.1) 65.8
UNISYS CORP UIS1 SW 2,176.1 (1,258.1) 65.8
UNISYS CORP UISCHF EU 2,176.1 (1,258.1) 65.8
UNISYS CORP UIS US 2,176.1 (1,258.1) 65.8
UNISYS CORP USY1 GR 2,176.1 (1,258.1) 65.8
VALVOLINE INC VVV US 1,634.0 (634.0) 78.0
VALVOLINE INC VVVEUR EU 1,634.0 (634.0) 78.0
VALVOLINE INC 0V4 GR 1,634.0 (634.0) 78.0
VECTOR GROUP LTD VGR US 1,479.5 (175.4) 584.8
VECTOR GROUP LTD VGR QT 1,479.5 (175.4) 584.8
VECTOR GROUP LTD VGR GR 1,479.5 (175.4) 584.8
VENOCO LLC VQ US 295.3 (483.7) (509.8)
VERISIGN INC VRSN US 2,298.0 (1,169.2) 312.5
VERISIGN INC VRS TH 2,298.0 (1,169.2) 312.5
VERISIGN INC VRS GR 2,298.0 (1,169.2) 312.5
VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8)
VERSO CORP - A VRS US 2,523.0 (1,302.0) 57.0
VERSUM MATER VSM US 906.5 (252.7) 271.1
VERSUM MATER 2V1 GR 906.5 (252.7) 271.1
VERSUM MATER VSMEUR EU 906.5 (252.7) 271.1
VERSUM MATER 2V1 TH 906.5 (252.7) 271.1
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WEIGHT WATCHERS WW6 GR 1,265.8 (1,266.4) (146.1)
WEIGHT WATCHERS WTW US 1,265.8 (1,266.4) (146.1)
WEIGHT WATCHERS WTWEUR EU 1,265.8 (1,266.4) (146.1)
WEIGHT WATCHERS WW6 TH 1,265.8 (1,266.4) (146.1)
WEST CORP WT2 GR 3,477.3 (491.0) 228.5
WEST CORP WSTC US 3,477.3 (491.0) 228.5
WESTMORELAND COA WLB US 1,719.7 (581.2) (43.5)
WESTMORELAND COA WME GR 1,719.7 (581.2) (43.5)
WINGSTOP INC EWG GR 112.3 (79.9) (4.5)
WINGSTOP INC WING US 112.3 (79.9) (4.5)
WINMARK CORP GBZ GR 43.5 (15.7) 13.5
WINMARK CORP WINA US 43.5 (15.7) 13.5
WYNN RESORTS LTD WYNN* MM 10,925.9 (64.4) 626.9
WYNN RESORTS LTD WYNN US 10,925.9 (64.4) 626.9
WYNN RESORTS LTD WYNN SW 10,925.9 (64.4) 626.9
WYNN RESORTS LTD WYNNCHF EU 10,925.9 (64.4) 626.9
WYNN RESORTS LTD WYR GR 10,925.9 (64.4) 626.9
WYNN RESORTS LTD WYR TH 10,925.9 (64.4) 626.9
YRC WORLDWIDE IN YRCW US 1,870.6 (342.2) 290.1
YRC WORLDWIDE IN YEL1 TH 1,870.6 (342.2) 290.1
YRC WORLDWIDE IN YEL1 GR 1,870.6 (342.2) 290.1
YRC WORLDWIDE IN YRCWEUR EU 1,870.6 (342.2) 290.1
YUM! BRANDS INC YUM US 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC YUMCHF EU 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC YUM SW 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC YUMEUR EU 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC TGR GR 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC TGR TH 10,432.0 (1,830.0) 1,704.0
YUM! BRANDS INC YUMUSD SW 10,432.0 (1,830.0) 1,704.0
ZIOPHARM ONCOLOG ZIOP US 128.0 (52.0) 110.7
ZIOPHARM ONCOLOG WEK TH 128.0 (52.0) 110.7
ZIOPHARM ONCOLOG WEK GR 128.0 (52.0) 110.7
ZIOPHARM ONCOLOG ZIOPEUR EU 128.0 (52.0) 110.7
*********
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 ***