/raid1/www/Hosts/bankrupt/TCR_Public/161201.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, December 1, 2016, Vol. 20, No. 335
Headlines
7901 7TH AVENUE: Dec. 15 Disclosure Statement Hearing
A&A WHEELER: Unsecured Creditors to Get 100% Over 5-Year Plan Term
AC I TOMS: Selling Property to Fund Creditor Distributions
ACE'S INDOOR SHOOTING: Unsecureds To Recover 5% Under Plan
ADVANCED ROOFING: Unsecureds to Recoup 20% Under 2nd Amended Plan
ADVANCEPIERRE FOODS: Moody's Assigns B1 Corporate Family Rating
AIP/MC HOLDINGS: S&P Assigns 'B' CCR & Rates $725MM Notes 'B'
ALPHA NATURAL: Contura Reaches Agreement to Settle DEP Litigation
ALTEGRITY INC: Court Rejects Truck Driver's Bid to Pursue Claim
AMPLIPHI BIOSCIENCES: CVI Reports 6.8% Stake as of Nov. 30
APOLLO MEDICAL: NNA of Nevada Holds 13.4% Stake as of Nov. 14
APPLIED CLEANTECH: Investors Sued to Get IP Assets, CEO Says
APRICUS BIOSCIENCES: VP and CAO Cath Bovenizer Resigns
APTEAN INC: Moody's Affirms B3 CFR & Rates Proposed Term Loan B2
ARCHDIOCESE OF ST. PAUL: Proposes $133MM for Sex Abuse Claimants
AVENUE C TENANTS: Plan Solicitation Period Extended Until Jan. 13
BGM PASADENA: Exclusivity Extension Hearing Today
BILL HALL: Hires James S. Wilkins as Attorney
BIOSTAGE INC: Has 180 Days to Regain Nasdaq Rule Compliance
CANNASYS INC: Amends 11 Million Shares Resale Prospectus with SEC
CASA SYSTEMS: Moody's Assigns B1 CFR & Rates Sr. Facilities B1
CB VELOCITY: S&P Assigns 'B' CCR on Vestcom Acquisition
CHINA COMMERCIAL: May Issue 1.5 Million Shares Under Equity Plan
COGENT COMMUNICATIONS: Moody's Rates New $125MM Notes Add-On 'B1'
CONNECT TRANSPORT: Crowe & Dunlevy Represents Citation Oil, et al.
CONTEXTMEDIA HEALTH: Moody's Assigns B2 CFR; Outlook Stable
CONTEXTMEDIA HEALTH: S&P Assigns 'B' Corp. Credit Rating
D&D TREE SERVICE: Hires Zalkin Revell as Attorney
DAVID & SANDY: Plan Confirmation Hearing on March 9
DEPAUL INDUSTRIES: Disclosure Statement Approval Hearing on Jan. 12
DOVER DOWNS: Awards $275,000 Incentives to Executives
DOW CORNING: 6th Cir. Affirms Order on Settlement Fund Distribution
DOWLING COLLEGE: Files Chapter 11; Two Properties Up for Sale
EDGARDO ACEVEDO BADILLO: Plan Confirmation Hearing Set for Jan. 26
ELEPHANT TALK: Inks Employment Pact with Principal Exec. Officer
ENERGY FUTURE: E-Side Plan Confirmation Trial Begins Today
ESSEX CONSTRUCTION: Hires Jarvis as General Counsel
ESSEX CONSTRUCTION: Hires Kim Y. Johnson as Bankr. Counsel
ESSEX CONSTRUCTION: Hires Marc Hunter as Executive Assistant
ESSEX CONSTRUCTION: Hires Wrightson as Executive Vice President
FANNIE MAE & FREDDIE MAC: Mnuchin Sees Conservatorship Ending Soon
FINJAN HOLDINGS: At Today's Drexel Hamilton Conference in New York
FRANK VOLLRATH: M&T Arrearage To Be Paid Over 120 Months
FREESEAS INC: Alpha Capital Holds 4.9% Equity Stake as of Nov. 18
FTE NETWORKS: Telecom Revenue Increased by 119% for Q3
FUNCTION(X) INC: Incurs $7.55 Million Net Loss in Sept. 30 Quarter
GARDEN FRESH: Creditors' Panel Hires Drinker Biddle as Co-Counsel
GARDEN FRESH: Creditors' Panel Hires Kelley Drye as Lead Counsel
GARDEN FRESH: Creditors' Panel Hires Province as Financial Advisor
GCA SERVICES: S&P Affirms 'B' CCR & Revises Outlook to Negative
GCI INC: S&P Assigns 'BB+' Rating on Sr. Secured Facility
GEIGER DEVELOPMENT: Somerset Trust Files Liquidating Plan
GLOBALLOGIC'S HOLDINGS: Moody's Raises CFR to B2; Outlook Stable
GMI USA: Files Ch. 11 Plan of Liquidation
GR HOSPITALITY: Best Western Opposes Approval of Plan Outline
GRADE-CO LLC: Exit Plan to Pay Unsecureds in Full Over 72 Months
GRINDING MEDIA: Moody's Assigns B2 CFR & Rates $725MM Notes B2
GRX LLC: S&P Assigns BB Rating on Class A Notes
HENRY S. FITZGERALD: Income Tax Claim To Be Paid in 60 Months
ION GEOPHYSICAL: Amends $100-Mil. Securities Prospectus with SEC
ION GEOPHYSICAL: Realigns Four Business Segments Into Three
J.G. SOLIS: Unsecureds to be Paid in Full in 7 Years at 5.25%
JOHN LEWIS BLEWETT: Plan Confirmation Hearing on Dec. 22
JONATHAN RUBIN: December 21 Plan Confirmation Hearing
JOSE DIEGO ESPINOZA: Files Supplement to Disclosure Statement
LE THI NGUYEN: To Pay $250 A Month For 60 Months to Unsecureds
LEXMARK INT'L: Fitch Cuts LT Issuer Default Rating to 'BB'
LEXMARK INT'L: Moody's Lowers Sr. Unsecured Debt Rating to Ba2
LOMAX HACKING: Unsecureds To Get $5K, Share of Recovery from Suits
LUCAS ENERGY: Amends Stock Purchase Agreement with Investor
LUIS ARTURO DEL RISCO: Disclosures Conditionally Okayed
LUVU BRANDS: Touts Revenue Growth in Sept. 30 Quarter
MARINA BIOTECH: Lynne Murphy Reports 5.9% Stake as of Nov. 15
MASERGY HOLDINGS: Moody's Assigns B3 CFR & Rates $140MM Loan Caa2
MASERGY HOLDINGS: S&P Assigns 'B' CCR on Higher Financial Leverage
MASON TEMPLE: Hires Goodman as Bankruptcy Counsel
MEDITE CANCER: Incurs $329,000 Net Loss in Third Quarter
MICHAEL EUGENE BISHOP: Unsecureds to Get $24,500 Over 5 Years
MISSION NEW ENERGY: Requests Trading Halt of Securities
MOXIE PATRIOT: S&P Raises Project Credit Rating to 'BB-'
MUSCLEPHARM CORP: CEO Drexler Has Backing of Wynnefield
NAVISTAR INTERNATIONAL: Unit Renews Variable Funding Facility
NEOVIA LOGISTICS: Moody's Lowers CFR to Caa2; Outlook Negative
NEXT GROUP: Incurs $1.01 Million Net Loss in Third Quarter
OPEXA THERAPEUTICS: Merck Won't Acquire Tcelna Program License
OW BUNKER: ING Bank's Motion for Reconsideration Denied
OXBOW CARBON: Moody's Lowers CFR to B2; Outlook Stable
PACIFIC 9: Seeks Feb. 21 Extension of Plan Exclusivity Period
PACIFIC WEBWORKS: Court Confirms Plan of Liquidation
PARTIES ARE US: Court to Hold Plan Hearing on Dec. 14
PAUL KINDE: Court to Hold Plan Outline Hearing on Dec. 13
PERFORMANCE SPORTS: Amends Credit Pacts with 9938982 Canada & BofA
PERFORMANCE SPORTS: Court Okays "Staking Horse" Purchase Agreement
PLUG POWER: To Sell $200 Million Worth of Securities
PRESIDENTIAL REALTY: Jeffrey Rogers Resigns as Director
Q HOLDING: Moody's Retains B3 CFR on New $113MM Loan Add-On
QUANTUM CORP: Sets Annual Meeting of Stockholders for Jan. 31
QUANTUMSPHERE INC: Incurs $1.27 Million Net Loss in Sept. 30 Qtr.
QUEST SOLUTION: Incurs $6.38 Million Net Loss in Third Quarter
RE/MAX LLC: S&P Assigns 'BB' CCR & Rates Proposed Sr. Debt 'BB+'
RESHETAR REALTY: Hires Obermayer as Counsel
ROADHOUSE HOLDING: Exits Chapter 11 After Debt Reduced by $300M
RONNIE CURRIE: Unsecureds To Recoup 8% Under Plan
ROOSEVELT LOFTS: Award of Damages to LACCD Reversed
ROSETTA GENOMICS: Prices $5-Mil. Private Placement Offering
ROSEWOOD OAKS: Hires JBGoodwin as Real Estate Agent and Broker
ROXANNE DURHAM: Unsecureds to Receive 30% Under Plan
SAI KRUPA: Plan Proposes to Bay BLC $1MM Over 24 Months at 7%
SAMSON RESOURCES: Second Lien Agent Balks at Panel's Disclosures
SAMSON RESOURCES: UST Says Plan Outline Lack Adequate Info
SHAHID CHAUDHRY: Unsecureds To Get Paid 0% Under 2nd Amended Plan
SIGNODE INDUSTRIAL: Moody's Affirms B2 CFR; Outlook Stable
SMITH FARM: Hires Allen & Vellone as Litigation Counsel
SMITH FARM: Hires Weinman & Associates as Bankrupty Counsel
SOUTHERN SKY AIR: Chartis Tried to Avoid Paying $18M, Bank Says
SPENDSMART NETWORKS: Amends Annual Report to Add Omitted Info
STAGES INC: Hires Ballstaedt as Bankruptcy Lawyer
STEEL DYNAMICS: Moody's Assigns Ba2 Rating on $400MM Sr. Notes
STEEL DYNAMICS: S&P Assigns 'BB+' Rating on Proposed $400MM Notes
SUNEDISON INC: Committee Agrees to Mediation of D&O Issues
SUNEDISON INC: Debtor, DIP Lender Blast Panel Bid to Sue YieldCos
SUNEDISON INC: Underwriters Failed to Disclose Loan, Suit Says
SYNTAX-BRILLIAN: Greenberg Traurig Balks at Bid to Recuse Judge
T-REX OIL: Incurs $1.28 Million Net Loss in Second Quarter
TAXACT INC: S&P Affirms 'BB-' ICR; Outlook Stable
TERRY WILLIAMS: Jan. 11 Plan Confirmation Hearing
TESORO LOGISTICS: Moody's Assigns Ba3 Rating on $750MM Unsec. Notes
TESORO LOGISTICS: S&P Rates Proposed $750MM Sr. Notes 'BB+'
TODD SWENNING: Disclosures Okayed, Plan Hearing on Dec. 16
TOTAL MERCHANT: S&P Affirms 'B' CCR; Outlook Stable
TOWERSTREAM CORP: CEO to Receive $230,000 Annual Salary
TRANSOCEAN PROTEUS: S&P Rates Planned $625MM Notes 'BB+'
UCI INTERNATIONAL: Plan Silent on Vehicle Leases, GE Fleet Says
URANIUM ONE: S&P Affirms Then Withdraws 'B+' CCR
VECTOR GROUP: S&P Affirms 'B' CCR on Better Sales Expectation
WESTMORELAND RESOURCE: CFO Veenstra Quits Over Disagreement
WILSONART LLC: S&P Assigns 'B+' Rating on Proposed $1.2BB Loan
WINDSTREAM SERVICES: Fitch Assigns 'BB+' Rating on Term Loans
YELLOWSTONE MOUNTAIN: Blixseth May Sue Ex-Lawyer, 9th Cir. Says
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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7901 7TH AVENUE: Dec. 15 Disclosure Statement Hearing
-----------------------------------------------------
Judge Elizabeth S. Stong of the U.S Bankruptcy Court, Eastern
District of New York will convene a hearing on Dec. 15, 2016 at
10:00 A.M, to consider the approval of the adequacy of the
disclosure statement explaining the plan of reorganization filed by
Lender's Capital LLC for 7901 7th Avenue LLC.
Responses or objections to the Disclosure Statement must be filed
and served no later than 5:00 P.M. on Dec. 8, 2016.
Counsel to Lender's Capital:
Lawrence F Morrison, Esq.
MORRISON TENENBAUM, PLLC
87 Walker Street, Floor 2
New York, NY 10013
Phone: (212) 630-0938
Fax: (646) 390-5095
lmorrison@m-t-law.com
7901 7th Avenue LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 16-42775) on June 23, 2016, and is represented by Wayne M
Greenwald, Esq.
A&A WHEELER: Unsecured Creditors to Get 100% Over 5-Year Plan Term
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A&A Wheeler Mfg., Inc., filed with the U.S. Bankruptcy Court for
the District of New Hampshire an amended disclosure statement
accompanying its amended plan of reorganization, dated Nov. 7,
2016, a full-text copy of which is available at:
http://bankrupt.com/misc/nhb15-11799-114.pdf
The Plan is based upon the Debtor's belief that the interests of
its creditors will be best served if it is allowed to reorganize
and continue its business operations. Under the Plan, the Debtor
will continue to operate its shed manufacturing business at its 300
Calef Highway, Lee, New Hampshire location.
The Debtor will pay the administrative claims in cash and in full,
except as may be otherwise agreed by an administrative claimant.
The priority taxes due and owing to the Internal Revenue Service
and/or to the New Hampshire Department of Revenue Administration
will be paid in full over a period of time not to exceed 5 years
after the Nov. 24, 2015 Petition Date, with interest at the
statutory rate in equal monthly payments. There are no wage
claimants as the employees have been paid their wages as they came
due.
Class 9, General Unsecured Creditors, Impaired under the Plan,
consists of all allowed, undisputed, non-contingent unsecured
claims listed on the Debtor's petition or otherwise approved by the
Court except for the unsecured claims and interests of shareholders
and/or insiders of the Debtor. The approximate total of general
unsecured claims in Class 9 is $339,488. Each holder of an allowed
General Unsecured Claim will receive, on account of and in full and
final satisfaction, settlement, release and discharge of such claim
100% of such claim payable over the Plan Term.
Class 10, Subordinate Unsecured Creditors, Impaired under the Plan,
consists of shareholders and insiders who made prepetition
unsecured loans to Debtor totaling $571,672. The creditors in this
class have agreed to subordinate their right to dividends on
account of the claims in this Class to those of all other creditors
holding allowed claims. No Plan payments will be made to a holder
of a Subordinate Unsecured Creditor claim. The Debtor has no legal
basis for subordinating the dividend rights of creditors holding
allowed claims in this Class over their objection, but they have
agreed to the less favorable treatment provided for in the Plan.
Treating the claims in this Class as General Unsecured Claims, as
would be the case in liquidation, would significantly dilute the
payments to creditors holding allowed claims in the General
Unsecured Creditors Class,
This class includes the claims held by the following:
a. Alan J. Wheeler - $198,612
b. Angela J. Wheeler - $78,203
c. Antoinette M. Canfield - $21,848
d. Frances Wheeler - $257,922
e. Jason Lambiris - $5,700
f. Adam D. Wheeler - $9,387
Any payment to a creditor in this class will only be paid, if at
all, after the Class 9 General Unsecured Creditors have been paid
in full.
The Debtor's projection of income and expenses for the period from
Dec. 1, 2016 through June 30, 2019 shows sufficient income to make
the payments required to be paid pursuant to the Plan through June
30, 2019. The Debtor projects that income and expenses for the
following two and one-half years will be similar and sufficient to
make all payments under the Plan.
About A&A Wheeler Mfg.
A&A Wheeler Mfg., Inc., based in Lee, New Hampshire, filed for
Chapter 11 bankruptcy (Bankr. D.N.H. Case No. 15-11799) on Nov. 24,
2015. Its petition was signed by Angela Wheeler, vice president
and CFO. Judge Bruce A. Harwood presides over the case. Franklin
C. Jones, Esq., at Wensley & Jones, PLLC, serves as the Debtor's
counsel. A&A Wheeler disclosed total assets of $1.19 million and
total liabilities of $1.49 million.
AC I TOMS: Selling Property to Fund Creditor Distributions
----------------------------------------------------------
AC I Toms River, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of New York a fourth amended disclosure statement
accompanying its fourth amended plan of reorganization, dated Nov.
15, 2016, a full-text copy of which is available at:
http://bankrupt.com/misc/nysb16-22023-83.pdf
The Debtor's Property in Toms River, New Jersey, is currently the
subject of a foreclosure action commenced by RCG LV Debt IV NonReit
Holdings, LLC, in connection with a mortgage loan extended to the
Debtor made pursuant to a Mortgage Loan Agreement, evidenced by the
RCG Note in the original principal amount of $17,820,000. CBRE is
the court-appointed rent receiver who currently manages the
Property.
The Debtor's 100% equity holder is AC I Toms River Mezz, LLC, which
is owned 100% by AC I Inv Toms River, LLC, which is owned by AC
Retail Equity Fund I, LLC, Tibor Klein, Chana Ringel and Michael
Krull.
The Plan provides for a sale of the Property, the proceeds of which
will be utilized to fund creditor distributions on account of their
Allowed Claims in accordance with the priorities established by the
Bankruptcy Code.
Class 1, RCG Secured Claim, is impaired under the Plan. Subject to
the provisions of Article 7 of the Plan with respect to Disputed
Claims, in full satisfaction, release and discharge of the Allowed
RCG Secured Claim, which amount will be determined by the
Bankruptcy Court, RCG will receive payment on account of the
Allowed RCG Secured Claim from the Sale Proceeds, less application
of all amounts collected by the Receiver and paid to RCG and
application of funds held in CBRE's accounts and all escrow
accounts maintained by RCG with respect to the Mortgage Loan.
RCG has the right pursuant to Section 363(k) of the Bankruptcy Code
to credit bid at the public auction sale for the Property which
credit bid will be in an amount up to and including the amount of
the Allowed RCG Secured Claim.
Class 2, Unsecured Claims, is impaired under the Plan. Subject to
the provisions of Article 7 of the Plan, with respect to Disputed
Claims, in full satisfaction, release and discharge of the
Unsecured Claims, the holders of Allowed Unsecured Claims will
receive on the Effective Date their pro rata share of the remaining
sale proceeds after payment is made in full (or appropriate amounts
reserved to pay in full) to administrative claims, priority tax
claims and the Allowed RCG Secured Claim.
About AC I Toms
AC I Toms River LLC owns the real property and improvements thereon
located at 1400 Hooper Avenue, Toms River, New Jersey, from which
the shopping center commonly known as Hooper Commons operates. The
property consists of 28 storefronts, of which 25 are occupied. The
anchor tenants at the property are Dollar Tree, DSW and Michaels.
The property is currently the subject of a foreclosure action
commenced by RCG. CBRE is the court-appointed rent receiver who
currently manages the property.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 16-22023) on Jan. 8, 2016, disclosing under $1
million in both assets and liabilities. Arnold Mitchell Greene,
Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, PC, serves
as the Debtor's bankruptcy counsel.
A Receiver has been appointed for the Debtor's property. The
Receiver has remained in place and continuing to act in accordance
with a prepetition receiver order through October 15, 2016.
No official committee of unsecured creditors has been appointed in
the case.
ACE'S INDOOR SHOOTING: Unsecureds To Recover 5% Under Plan
----------------------------------------------------------
Ace's Indoor Shooting Range & Pro Gun Shop, Inc., filed with the
U.S. Bankruptcy Court for the Southern District of Florida a
disclosure statement referring to the Debtor's plan of
reorganization.
General unsecured creditors are classified in Class 6 and are
projected to receive a distribution of approximately 5% of their
allowed claims.
The Plan will be funded by (i) funds on deposit in the Debtor's
account on the Effective Date, (ii) the proceeds of the sale of
substantially all of the Debtor's assets to the buyer as approved
by the Court, (iii) future revenues from operations and receivables
of the Reorganized Debtor following confirmation of the Plan and
consummation of the sale to the Buyer, and (iv) additional
contributions to be made by the Debtor or the Reorganized Debtor,
as the case may be, in order to satisfy allowed administrative
claims and allowed professional claims on the Effective Date and to
make payments under the Plan.
On the Effective Date, the buyer will be vested in all property of
the estate except property that will be disposed of, executory
contracts that are rejected under this Plan, and property
transferred to Creditors of the Debtor pursuant to the terms of the
Plan.
The Disclosure Statement is available at:
http://bankrupt.com/misc/flsb16-15918-112.pdf
The Plan was filed by the Debtor's counsel:
Jacqueline Calderin, Esq.
Matthew A. Petrie, Esq.
EHRENSTEIN CHARBONNEAU CALDERIN
501 Brickell Key Drive, Suite 300
Miami, Florida 33131
Tel: (305) 722-2002
Fax: (305) 722-2001
E-mail: jc@ecclegal.com
map@ecclegal.com
About Ace's Indoor Shooting Range & Pro Gun Shop
Ace's Indoor Shooting Range & Pro Gun Shop, Inc., is a corporation
formed under the laws of the State of Florida in February 1994.
Ace's operates an indoor shooting range and gun shop. As of the
Petition Date, Ace's had six full time employees including George
De Pina. The Debtor operates an indoor shooting range and gun shop
in Doral, Florida. The land and building on which the business
operates is located at 2105 NW 102 Place, Miami, Florida 33172,
which is owned by Geonan Holdings, LLC, an entity wholly owned by
the Debtor's principal and sole shareholder, George De Pina, and is
encumbered by a first priority lien held by Fairview Partners
Investment Management, LLC.
The Debtor filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
16-15918) on April 25, 2016. The Debtor operates an indoor
shooting range and gun shop, including retail sales of firearms and
ammunition, in Doral, Florida.
The petition was signed by George de Pina, president. The Debtor
is represented by Jacqueline Calderin, Esq., at Ehrenstein
Charbonneau Calderin. The case is assigned to Judge Robert A.
Mark. The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million at the time of the Chapter 11 filing.
ADVANCED ROOFING: Unsecureds to Recoup 20% Under 2nd Amended Plan
-----------------------------------------------------------------
Advanced Roofing & Woodworking, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, a second amended disclosure statement accompanying its
second amended plan of reorganization, dated Nov. 8, 2016.
Under the Plan, the Debtor commits to a total of approximately
$845,000 to pay both Administrative Expenses and Claims 1 through 7
over 5 years.
Class 2, the secured claim of Union National Bank for a vehicle
loan, is unimpaired. The Class 2 claim will be paid in accordance
with the terms of the existing loan documents and security
agreements currently having a loan balance of approximately $1,838.
Union National Bank will be paid $460 per month, commencing on the
Effective Date of the Plan, until paid in full or around April 30,
2017 for a total payment of approximately $1,838 over the life of
the Plan.
Class 3, the secured claim of Union National Bank for a line of
credit loan, is unimpaired under the Plan. Class 3 will be paid in
accordance with the terms of the existing loan documents and
security agreements currently having a loan balance of
approximately $21,422. Union National Bank will be paid $340 per
month, commencing on the Effective Date of the Plan and continuing
through all 60 months of the Plan for a total payment of
approximately $20,380 over the life of the Plan. The loan matures
on May 10, 2022.
Class 6, consists of all unsecured claims that are equal to or less
than $15,000, is impaired under the Plan. There are approximately
55 creditors in Class 6 with claims totaling approximately
$149,656. Class 6 claimants will receive 20% of their claims in two
equal quarterly installments to begin in the 1st quarter following
the Effective Date of the Plan.
Class 7, consists of all unsecured claims that are greater than
$15,000, is impaired under the Plan. There are approximately 13
creditors in the Class with claims totaling approximately
$1,261,071. Class 7 claimants will receive 20% of their claims in
18 equal quarterly installments to begin the 3rd quarter following
the Effective Date of the Plan.
Payments and distributions under the Plan will be funded by the
income from business operations. The Debtor has established a Plan
Savings Account into which Plan funds will be deposited and from
which Plan payments will be made by the Debtor.
A full-text copy of the Second Amended Disclosure Statement is
available at http://bankrupt.com/misc/ilnb15-27325-204.pdf
Advanced Roofing & Woodworking
Advanced Roofing & Woodworking, Inc., sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 15-27325) on Aug. 10, 2015, in Chicago.
The case is assigned to Judge Jack B. Schmetterer. The Debtor is
represented by Teresa L. Einarson, Esq. at Thomas & Einarson LTD.
The Debtor estimated $500,000 to $1 million in assets and $1
million to $10 million in debt. The petition was signed by Charles
Hankins, president.
ADVANCEPIERRE FOODS: Moody's Assigns B1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned AdvancePierre Foods Holdings,
Inc. (NYSE: APFH or "AdvancePierre") a Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) of B1 and B1-PD,
respectively. Moody's also assigned a B3 rating to the company's
proposed $350 million senior unsecured notes offering, the proceeds
of which will be used to repay a portion of the company's existing
first lien term loan resulting in a leverage neutral transaction.
In addition, Moody's assigned the company a Speculative Grade
Liquidity Rating of SGL-1. The rating outlook is stable. Moody's
is assigning a CFR and PDR at AdvancePierre Foods Holdings, Inc.
because of the newly proposed senior notes issuance at that entity.
In connection with this rating action, Moody's also affirmed the
B1 rating on the company's $745 million first lien term loan (pro
forma balance following $350 million repayment from notes) issued
at AdvancePierre Foods, Inc. that is being repriced concurrent with
the senior unsecured notes issuance. Moody's also will withdraw
the existing ratings and outlook at AdvancePierre Foods, Inc., with
the exception of the rating on the existing first lien term loan,
at the close of this transaction.
AdvancePierre's ratings reflect Moody's expectation that credit
metrics will be sustained at levels that support a B1 rating and
that the company will maintain at least a good liquidity profile
over the next twelve months. The company's leverage as measured by
Moody's adjusted debt-to-EBITDA for the twelve months ended October
1, 2016 - pro forma for the October 2016 acquisition of Allied
Specialty Foods, Inc. (Allied) that occurred subsequent to quarter
end - was approximately 4.4 times. APFH's leverage has continued
to trend favorably over the last few years as a result of both debt
repayment and improving profitability, primarily driven by net
price realization, a reduction in expenses associated with certain
cost saving initiatives, and a deliberate mix shift towards higher
margin products.
According to Moody's AVP - Analyst Brian Silver, "AdvancePierre's
corporate family rating was upgraded to B1 from B2 in August 2016
following the repayment of debt using proceeds from the company's
IPO, and we will need to see a longer track record of leverage
being sustained below 4.5 times prior to another ratings upgrade.
We continue to expect the company's profitability to improve over
the next 12 to 18 months and drive additional deleveraging, albeit
at a more measured pace than the last few years. Moody's also
expects the company will continue to make bolt-on acquisitions in
the fragmented food production industry in which it competes".
These ratings have been assigned at AdvancePierre Foods Holdings,
Inc. (subject to final documentation):
Corporate Family Rating of B1;
Probability of Default Rating of B1-PD;
Speculative Grade Liquidity Rating of SGL-1;
New $350 million senior unsecured notes at B3 (LGD5).
The rating outlook is stable
This rating has been affirmed at AdvancePierre Foods, Inc. (with an
LGD change):
$745 million (approximately $1.1 billion outstanding) senior
secured first lien term loan B due 2023 to B1 (LGD3) from B1
(LGD4).
These ratings will be withdrawn at AdvancePierre Foods, Inc. at the
close of this transaction (subject to final documentation):
Corporate Family Rating of B1;
Probability of Default Rating of B1-PD;
Speculative Grade Liquidity Rating of SGL-2.
The rating outlook at this entity will be withdrawn
RATINGS RATIONALE
AdvancePierre Foods Holdings, Inc.'s (NYSE: APFH) B1 Corporate
Family Rating (CFR) is reflective of the company's elevated
leverage profile. APFH's leverage as measured by Moody's adjusted
debt-to-EBITDA (including capitalization of operating leases), pro
forma for the EBITDA contribution from the October 2016 acquisition
of Allied Specialty Foods, was approximately 4.4 times for the
twelve months ended Oct. 1, 2016, (the LTM period). Leverage is
expected to approach 4.0 times over the next 12 to 18 months, which
is appropriate for the B1 rating considering the company's exposure
to volatile raw material costs, seasonal working capital needs, and
competition from other protein suppliers. However, Moody's expects
the company to remain acquisitive going forward, which could delay
deleveraging. The B1 CFR acknowledges APFH's benefits from its
healthy size and scale, good diversity of product offerings and
sales channels, moderate degree of customer concentration, and its
ability to pass-through a significant portion of its raw material
costs through a dynamic pricing model. Also, the company maintains
a very good liquidity profile highlighted by the expectation for
positive free cash flow generation and access to its ABL.
The stable outlook reflects Moody's expectation that the company
will continue to generate positive free cash flow of which a
portion will be used for bolt-on acquisitions and the remainder for
debt repayment. The rating agency expects leverage (Moody's
adjusted debt-to-EBITDA) to approach 4.0 times over the next 12 to
18 months.
The ratings could be upgraded if APFH is successful in growing its
top-line while continuing to deleverage and generate positive free
cash flow. Also, Moody's would expect the company to improve its
product mix and segment diversification while maintaining at least
a good liquidity profile. Quantitatively, Moody's adjusted
debt-to-EBITDA will need to be sustained below 4.5 times and
RCF-to-net debt sustained above 15% prior to any ratings upgrade.
Alternatively, the ratings could be downgraded if liquidity
deteriorates and ABL borrowings increase beyond our expectations.
In addition, if Moody's adjusted debt-to-EBITDA increases and is
sustained above 5.5 times and/or if Moody's adjusted
EBIT-to-interest falls below 2.0 times the ratings could face
pressure.
The principal methodology used in these ratings was "Global
Packaged Goods" published in June 2013.
AdvancePierre Foods Holdings, Inc. (NYSE: APFH or "AdvancePierre"),
headquartered in Cincinnati, OH, is a producer and marketer of
value-added protein and hand-held convenience items serving the
foodservice, retail and convenience and vending store channels.
Key products include packaged sandwiches, fully-cooked burgers,
Philly steaks, stuffed chicken breasts and country fried chicken.
Oaktree Capital Management LP (Oaktree) has owned the company since
Pierre Foods, Inc. emerged from bankruptcy in 2008 and remains the
majority shareholder via its OCM Principal Opportunities Fund IV
following the IPO. Net sales for the twelve months ended Oct. 1,
2016, were approximately $1.55 billion.
AIP/MC HOLDINGS: S&P Assigns 'B' CCR & Rates $725MM Notes 'B'
-------------------------------------------------------------
S&P Global Ratings said it assigned its 'B' corporate credit rating
to U.S.-based global supplier of grinding media AIP/MC Holdings LLC
(Moly-Cop). The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating to the
company's proposed $725 million senior secured notes due 2023. The
recovery rating is '3', indicating S&P's expectation of meaningful
(50% to 70%; lower end of the range) recovery in the event of a
payment default. The credit facility is unrated.
Borrowers of the notes consist of the Grinding Media Inc. and MC
Grinding Media (Canada) Inc. subsidiaries.
"The stable rating outlook reflects our view that Moly-Cop's
financial and business risk profiles are unlikely to change over
the next year," said S&P Global Ratings credit analyst Chiza Vitta.
"The financial risk profile takes into account the financial
sponsor ownership, which is typically associated with more
aggressive financial policies, while the business risk is in the
weaker range of the fair assessment."
S&P could lower Moly-Cop's rating if leverage rises above 8x. This
could happen if the company were to pay out a debt-financed
dividend. S&P could also lower the rating if EBITDA margins fell
below 8% or liquidity deteriorated to a level S&P considered less
than adequate. This could happen if the company was not able to
pass along rising raw materials costs or a major contract was not
renewed.
S&P does not consider an upgrade likely over the next year.
However, S&P might consider a higher rating if leverage was
sustained below 4x, particularly if S&P considered the company's
liquidity position to be strong.
ALPHA NATURAL: Contura Reaches Agreement to Settle DEP Litigation
-----------------------------------------------------------------
Contura Energy, Inc., on Nov. 29, 2016, proposed a resolution of
recent filings by the West Virginia Department of Environmental
Protection (WVDEP) in the United States Bankruptcy Court, Eastern
District of Virginia in connection with the successful
restructuring of Alpha Natural Resources and the previously
announced settlements of issues related to the implementation of
Alpha's plan of reorganization.
The proposed resolution, which was filed with the Bankruptcy Court
on Nov. 29, would resolve all concerns raised by the WVDEP in its
recent filings and would result in a dismissal with prejudice of
its complaint. The resolution contemplates entry by the Bankruptcy
Court of an order including findings of good faith on the part of
all parties related to the design, negotiation and implementation
of Alpha's already-confirmed chapter 11 plan, as well as the
related settlements between Alpha and Contura, and Alpha and its
first lien lenders, respectively.
"We have always been of the view that Contura's officers had acted
in good faith in all respects, including in connection with the
Alpha plan process, and we welcome this positive resolution," said
Neale Trangucci, independent director of Contura.
Alpha CEO David Stetson said, "Alpha is pleased that the concerns
raised by the West Virginia Department of Environmental Protection
with respect to the proposed settlement between Alpha, Contura
Energy, and the agent for Alpha's former first-lien lenders have
been fully addressed."
Since identifying the unaccounted-for obligations in the weeks
following the restructured company's emergence from Chapter 11
bankruptcy, Alpha's new management team was committed to finding a
solution that allows it to fulfill its obligations to stakeholders.
Mr. Stetson said, "Alpha believes that approval of the settlement,
along with executing a 2017 mining plan that takes advantage of the
stronger market for our coal, while maintaining a continued focus
on realizing significant cost savings, will keep Alpha sustainable
in the long run."
Mr. Stetson praised the safe and diligent work of Alpha's affiliate
employees, which he says, "will allow us to meet the expectations
of our customers, fulfill our obligations to fund and complete
reclamation in accordance with our agreements with the state and
federal governments, and continue to implement our Plan of
Reorganization."
About Alpha Natural Resources
Headquartered in Bristol, Virginia, Alpha Natural --
http://www.alphanr.com/-- is a coal supplier, ranked second
largest among publicly traded U.S. coal producers as measured by
2014 consolidated revenues of $4.3 billion. As of August 2015,
Alpha had 8,000 full time employees across many different states,
with UMWA representing 1,000 of the employees.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.
The petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the cases.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel. Tyler
P.
Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq.,
and
Justin F. Paget, Esq., serve as the Debtors' local counsel.
Rothschild Group is the Debtors' financial advisor. Alvarez &
Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman
Carson Consultants, LLC, is the Debtors' claims and noticing
agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
Alpha Natural Resources on July 7, 2016, said its plan of
reorganization for the company and some of its wholly owned
subsidiaries has been confirmed by the Bankruptcy Court. On July
26, Alpha Natural Resources and its affiliates emerged from
Chapter
11 bankruptcy protection. The reorganized company is a smaller,
privately held company operating 18 mines and eight preparation
plants in West Virginia and Kentucky.
ALTEGRITY INC: Court Rejects Truck Driver's Bid to Pursue Claim
---------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reported that U.S
Bankruptcy Judge Laurie Selber Silverstein denied the motion for
relief from stay filed by Alfred Barr, a truck driver, who seeks to
pursue litigation against HireRight LLC, a subsidiary of
reorganized debtor Altegrity Inc. The judge said the man never
filed a claim in the company's bankruptcy and is now seeking relief
to which he is not entitled. Mr. Barr alleges that HireRight LLC
distributed a false employment report to potential employers that
has prevented him from getting a job.
About Altegrity Inc.
Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and
software
for data management; and investigative, analytic, consulting, due
diligence, and security services. Altegrity is principally owned
by investment funds affiliated with Providence Equity Partners.
Altegrity Inc. and 37 of its affiliates filed Chapter 11
Bankruptcy
petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8,
2015.
Jeffrey S. Campbell signed the petitions as president and chief
financial officer. The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.
M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A.
Bruens,
Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel.
Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the
Debtors' Delaware and conflicts counsel. Stephen Goldstein and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers. Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.
Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.
The Bankruptcy Court has scheduled for May 5, 2015, the hearing to
consider the approval of the disclosure statement explaining the
Debtor's plan, which proposes to liquidate the US Investigations
Services. Land Line relates that USIS lost key federal background
check contracts.
The U.S. Trustee for Region 3 appointed six creditors to serve on
the official committee of unsecured creditors. The Creditors'
Committee retained Wilmer Cutler Pickering Hale & Dorr LLP, as
lead counsel, and Bayard, P.A., as Delaware co-counsel.
* * *
As reported in the April 1, 2015 edition of the Troubled Company
Reporter, the Debtors filed a Joint Chapter 11 Plan and
accompanying disclosure statement that will delever the Company by
approximately $700 million, or 40% of the Debtors' outstanding
debt.
The Plan provides for a 2.2% estimated recovery of allowed general
unsecured claims, which total approximately $82,510,532. Holders
of Secured Third Lien Notes Claims are poised to recover 7.7% of
their estimated $66,304,133 total amount of claims. Holders of
Secured Second Lien Notes Claims are poised to recover 48.4% of
their estimated $519,265,011 total amount of claims.
A full-text copy of the Disclosure Statement dated May 16, 2015,
is available at http://bankrupt.com/misc/ALTEGRITYds0516.pdf
Judge Silverstein on Aug. 14, 2015, issued findings of fact,
conclusions of law, and order confirming Altegrity, Inc., et al.'s
Joint Plan of Reorganization.
AMPLIPHI BIOSCIENCES: CVI Reports 6.8% Stake as of Nov. 30
----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, CVI Investments, Inc. and Heights Capital Management,
Inc. disclosed that as of Nov. 17, 2016, they beneficially own
1,133,334 shares of common stock, $.01 par value per share, of
AmpliPhi Biosciences Corporation which represents 6.8 percent of
the shares outstanding. A full-text copy of the regulatory filing
is available for free at https://is.gd/zkNyue
About AmpliPhi
AmpliPhi Biosciences Corp. is a biotechnology company focused on
the discovery, development and commercialization of novel phage
therapeutics. Its principal offices occupy approximately 1,000
square feet of leased office space pursuant to a month-to-month
sublease, located at 3579 Valley Centre Drive, Suite 100, San
Diego, California. It also leases approximately 700 square feet of
lab space in Richmond, Virginia, approximately 5,000 square feet of
lab space in Brookvale, Australia, and approximately 6,000 square
feet of lab and office space in Ljubljana, Slovenia.
As of Sept. 30, 2016, the Company had $26.03 million in total
assets, $7.80 million in total liabilities and $18.22 million in
total stockholders' equity.
Ampliphi reported a net loss attributable to common stockholders of
$10.79 million for the year ended Dec. 31, 2015, compared to net
income attributable to common stockholders of $21.82 million.
"[T]he Company has incurred net losses since its inception, has
negative operating cash flows and has an accumulated deficit of
$371.9 million as of September 30, 2016, $56.4 million of which has
been accumulated since January of 2011, when the Company began its
focus on bacteriophage development. As of September 30, 2016, the
Company had cash and cash equivalents of $4.0 million. Management
believes that the Company's existing resources will be sufficient
to fund the Company's planned operations through the end of 2016.
These circumstances raise substantial doubt about the Company's
ability to continue as a going concern," as disclosed in the
Company's quarterly report for the period ended Sept. 30, 2016.
APOLLO MEDICAL: NNA of Nevada Holds 13.4% Stake as of Nov. 14
-------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, NNA of Nevada, Inc., Fresenius Medical Care Holdings,
Inc., and Fresenius Medical Care AG & Co. KGaA disclosed that as of
Nov. 17, 2015, they beneficially own 800,000 shares of common
stock, $0.001 par value, of Apollo Medical Holdings, Inc.,
representing 13.4 percent of the shares outstanding. A full-text
copy of the regulatory filing is available for free at
https://is.gd/ia3fcj
About Apollo Medical
Glendale, Calif.-based Apollo Medical Holdings, Inc. (OTCMKTS:AMEH)
-- http://www.apollomed.net/-- provides hospitalist services in
the Greater Los Angeles, California area.
Apollo Medical reported a net loss of $9.34 million on $44.0
million of net revenues for the year ended March 31, 2016, compared
with a net loss of $1.80 million on $33.0 million of net revenues
for the year ended March 31, 2015.
As of Sept. 30, 2016, Apollo Medical had $14.95 million in total
assets, $9.15 million in total liabilities, $7.07 million in
mezzanine equity, and a total stockholders' deficit of $1.28
million.
APPLIED CLEANTECH: Investors Sued to Get IP Assets, CEO Says
------------------------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reported that CEO
Refael Aharon of Applied Cleantech Inc., an Israeli-based
wastewater treatment company, said on Nov. 28, 2016, that investors
trying to have the Delaware Chancery Court appoint a custodian over
the business they say is nearing bankruptcy are after its
intellectual property, days after the suing shareholders asked the
court to fast-track the suit. Applied Cleantech investors Daniel
Kleinberg, Tomer Herzog, Saturn Partners LP II, and Raika
Engineering and Infrastructures Ltd. pushed the Chancery Court to
expedite its proceedings last week, claiming that CEO Aharon has so
mismanaged the company.
APRICUS BIOSCIENCES: VP and CAO Cath Bovenizer Resigns
------------------------------------------------------
Catherine Bovenizer tendered her resignation as vice president,
chief accounting officer of Apricus Biosciences, Inc., such
resignation to be effective as of Dec. 1, 2016.
Ms. Bovenizer serves as the Company's principal accounting officer.
Ms. Bovenizer resigned to pursue other opportunities and she will
not receive any severance payments under her employment agreement
in connection with her departure. Ms. Bovenizer's departure is not
due to a dispute or disagreement with the Company, as disclosed in
a regulatory filing with the Securities and Exchange Commission.
The Company does not intend to recruit a replacement for Ms.
Bovenizer as the Company believes it can address its accounting and
financial reporting requirements using its existing internal
resources. Richard W. Pascoe, the Company's chief executive
officer and secretary, will serve as the Company's principal
accounting officer.
About Apricus Biosciences
Based in San Diego, California, Apricus Biosciences Inc
(NASDAQ:APRI) develops products in the areas of urology and
rheumatology. The Company's drug delivery technology is a
permeation enhancer called NexACT. The Company has over two
product candidates in Phase II development, fispemifene for the
treatment of symptomatic male secondary hypogonadism and RayVa for
the treatment of Raynaud's phenomenon, secondary to scleroderma.
The Company has a commercial product, Vitaros for the treatment of
erectile dysfunction (ED), which is in development in the United
States, approved in Canada and marketed throughout Europe.
Apricus reported a net loss of $19.02 million in 2015, a net loss
of $21.8 million in 2014 and a net loss of $16.9 million in 2013.
As of Sept. 30, 2016, Apricus had $8.41 million in total assets,
$15.94 million in total liabilities and a total stockholders'
deficit of $7.53 million.
BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has negative working
capital and has suffered recurring losses and negative cash flows
from operations that raise substantial doubt about its ability to
continue as a going concern.
APTEAN INC: Moody's Affirms B3 CFR & Rates Proposed Term Loan B2
----------------------------------------------------------------
Moody's Investors Service affirmed Aptean, Inc.'s B3 corporate
family rating and B3-PD probability of default ratings and assigned
B2 ratings to its proposed first lien term loan and revolver, and a
Caa2 rating to its proposed second lien term loan. The proceeds
from the approximately $660 million of funded debt is being used to
refinance existing debt and to fund a dividend to private equity
owners, Vista Equity Partners. The ratings outlook is stable.
RATINGS RATIONALE
The B3 corporate family rating reflects Aptean's small scale and
high leverage. Leverage is approximately 6.1x based on results for
the LTM period ended Sept. 30, 2016, including pro forma
adjustments for the new debt as well as run rate adjustments for
acquired EBITDA and certain cost cutting activities. As the
company is highly acquisitive, Moody's does not add back
restructuring charges to EBITDA. Aptean has limited potential for
organic top line growth but generates strong free cash flows (FCF).
Moody's expects FCF to exceed $45 million over the next 12 to 18
months. Moody's projects that the company could de-lever to below
6x over the next 12 to 18 months depending on the pace of debt
repayment and whether the company can continue to complete
accretive acquisitions at attractive prices using cash generated
from operating activities. The rating reflects an expectation of
continued acquisition activity as well as the owners' aggressive
financial policies (as evidenced by two debt funded dividends). The
company however has niches catering to ERP, CRM, complaints
management, SCM software needs of small to mid-size process
manufacturers, discrete manufacturers, financial institutions and
other specialized verticals. Aptean however is limited in scale
compared to its mid-market focused peers, and market share data is
not available to confirm the strength of the company's position
within the markets it serves.
Liquidity is good based on the expectation of $30 million of cash
on the balance sheet at closing and access to a committed
$70 million revolving credit facility at closing. Moody's
anticipates adequate cushion under the springing financial covenant
of the revolver. The 1st lien term loan will amortize at 1% per
annum while the second lien term loan will not amortize.
The stable ratings outlook reflects an expectation that while the
company is unlikely to grow organically, Aptean will employ its
strong FCF to reduce debt and make acquisitions to grow both
revenue and EBITDA.
The ratings could be upgraded if the company demonstrated organic
growth on a sustained basis and FCF to debt is maintained above 5%
and Debt to EBITDA is below 5.5x.
The ratings could face downward pressure if leverage were to exceed
7.5x or FCF was negative on other than a temporary basis.
Assignments:
Issuer: Aptean, Inc.
Senior Secured 1st lien Bank Credit Facility, Assigned B2 (LGD3)
Senior Secured 2nd lien Bank Credit Facility, Assigned Caa2
(LGD5)
Affirmations:
Issuer: Aptean, Inc.
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Outlook Actions:
Issuer: Aptean, Inc.
Outlook, Remains Stable
The principal methodology used in these ratings was Software
Industry published in December 2015.
Aptean is a provider of enterprise software for small to medium
sized businesses. The company, headquartered in Atlanta, GA had an
estimated $290 million in pro forma revenue as of the LTM period
ended Sept. 30, 2016.
ARCHDIOCESE OF ST. PAUL: Proposes $133MM for Sex Abuse Claimants
----------------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis filed with the U.S.
Bankruptcy Court for the District of Minnesota a first amended
disclosure statement for their first amended chapter 11 plan of
reorganization.
The Plan addresses the concerns of sexual abuse claimants, referred
to as "Tort Claimants," in three ways:
(1) First, the Plan incorporates protocols previously negotiated
by the Archdiocese, including rigorous standards relating to
conduct and reporting and strict, independent oversight. These
protocols are intended to ensure that the Archdiocese is doing all
that it reasonably can to protect children.
(2) Second, the Plan establishes a $500,000 Counseling Fund for
victims of sexual abuse.
(3) Third, the Plan provides that a minimum of $126 million and
as much as $133 million in cash will be available to fund a plan
trust within a short time after court approval.
Class 6 consists of the holders of Pending Tort Claims. The Plan
creates a Trust to fund any payments to Class 6 and Class 7
Claimants entitled to such payments under the Plan, Trust Agreement
and Trust Distribution Plan. The Plan provides that liability for
Class 6 Claims shall be assigned to and assumed by the Trust and
assessed by the Trust through the Trust Agreement and the Trust
Distribution Plan.
Class 7 consists of the holders of Future Tort Claims. The Plan
provides that liability for Class 7 Claims shall be assumed by the
Trust and assessed by the Trust through the Trust Agreement and the
Trust Distribution Plan as described with respect to Class 6 Claims
above and in the summary of the Trust below. Class 7 Claimants
shall file Proofs of Claim substantially in the form attached as
Exhibit B to the Plan and shall include information sufficient for
the Tort Claims Reviewer to make an evaluation of the Claim
pursuant to the factors set forth in the Trust Distribution Plan.
Ordinary course post-Effective Date Archdiocese operations will
continue to be paid from ordinary operating income of the
Archdiocese. Class 6 and Class 7 Claim distributions will be funded
by the Trust pursuant to the terms of the Plan and the Trust
Agreement. All other claims will be addressed in accordance with
the terms of the Plan from non-restricted Archdiocese assets.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/mnb15-30125-816.pdf
About the Archdiocese of Saint Paul and Minneapolis
The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties. There are 187 parishes and approximately 825,000
Catholic individuals in the region. These individuals and parishes
are served by 3999 priests and 173 deacons.
The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.
The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.
The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC dba Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.
The U.S. Trustee appointed five creditors to serve on the Committee
of Parish Creditors. Ginny Dwyer was appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.
Eleven other dioceses have commenced Chapter 11 bankruptcy cases in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.
AVENUE C TENANTS: Plan Solicitation Period Extended Until Jan. 13
-----------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York extended the period within which
Avenue C Tenants HDFC has the exclusive right to solicit
acceptances with respect to its filed Plan of Reorganization
through and including January 13, 2017.
As reported by the Troubled Company Reporter, the Debtor asked the
Court to extend the exclusive period to solicit acceptances with
respect to its filed Plan of Reorganization through Jan. 24, 2017.
The Debtor filed a Plan of Reorganization on July 28, 2016 and on
Aug. 25, the Debtor filed its Disclosure Statement for the Plan.
Consequently, the Debtor sought the Court's approval of the
Disclosure Statement on Oct. 11, 2016, with a hearing set for Nov.
17, 2016. The Debtor said it is currently in the process of
compiling the information necessary to confirm its Plan.
About Avenue C Tenants
Avenue C Tenants HDFC operates a mixed-use property located at
73-75 Avenue C, New York, New York, which consists of 16
affordable, rent-stabilized apartments and two commercial spaces.
The property is subject to a foreclosure action initiated by NYCTL
2013-A TRUST and The Bank of New York Mellon as Collateral Agent
and Custodian, which claim has been assigned to NYCTL 1998-2 Trust
and The Bank of New York Mellon as collateral agent and custodian,
the holder of a real estate tax lien against the property.
As a result of New York City Department of Housing Preservation and
Development's Community Management Program, the Debtor was created
as an HDFC and was issued a deed to the Property in 1981.
Avenue C Tenants HDFC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 16-11209) on April 29, 2016. The Hon. Stuart M. Bernstein
presides over the case. Arnold Mitchell Greene, Esq., at Robinson
Brog Leinwand Greene Genovese & Gluck, P.C., serves as counsel to
the Debtor. In its petition, the Debtor disclosed assets of $2.04
million and liabilities of $1.28 million. The petition was signed
by Herman Hewitt, senior vice president.
BGM PASADENA: Exclusivity Extension Hearing Today
-------------------------------------------------
Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central
District of California will conduct a hearing on BGM Pasadena,
LLC's Ex Parte Application to Continue Hearings on Confirmation,
Relief from Stay on December 1, 2016 at 10:30 a.m.
The Troubled Company Reporter reported on November 24, 2016 that
the Debtor asked the Court for: (a) a continuation of the hearing
to consider confirmation of the Debtor's Plan currently set for
December 1, 2016, to January 9, 2017, and (b) an extension of the
related plan filing and solicitation period from its current
expiration of December 2, 2016, to a day after the continued
confirmation hearing.
The Debtor had also requested the Court to continue (a) the case
management conference currently set for December 1, 2016, at 10:30
a.m., and (b) Cantor Group, LLC's Motion for Relief from Stay,
currently trailing the December 1 confirmation hearing, to trail
the continued confirmation hearing.
The Debtor sought the requested extensions due to on-going
discovery efforts that will not be completed in time for the
currently scheduled confirmation hearings.
The Debtor related that since September 7, 2016, and the hearing on
the Debtor's Discovery Motion on November 1, 2016, -- which
concerned 18 third-party subpoenas, two document requests, one
deposition, and one set of interrogatories to the Debtor -- Cantor
had scheduled two more depositions, the last of which was scheduled
for November 22, 2016.
Recently, on November 16, 2016, Cantor provided the Debtor with
supplemental responses for the scheduled deposition on November 21,
of its actual PMK, which consist of an additional 740 pages of
documents. The Debtor told the Court that it would simply be
impossible to comply with the time requirements imposed by L.B.R.
7030-1 for the use of deposition transcripts, even if the
depositions go forward as scheduled and the transcripts were
expedited.
About BGM Pasadena
BGM Pasadena, LLC, a single asset real estate, filed Chapter 11
bankruptcy petition (Bankr. C.D. Cal. Case No. 15-27833) on Nov.
20, 2015. Greg Galletly, the manager, signed the petition. Judge
Richard M. Neiter has been assigned the case. The Debtor estimated
assets in the range of $10 million to $50 million and liabilities
of at least $1 million. James A. Tiemstra, Esq., and Lisa Lenherr,
Esq., at Tiemstra Law Group PC, in Oakland, California, serve as
counsel to the Debtor.
BILL HALL: Hires James S. Wilkins as Attorney
---------------------------------------------
Bill Hall, Jr. Trucking, Ltd. seeks authorization from the U.S.
Bankruptcy Court for the Western District of Texas to employ James
S. Wilkins as attorney.
The Debtor requires James S. Wilkins to:
a. give the Debtor legal advice with respect to its power and
duties as Debtor-in-possession in the continued operation of its
personal management of its property;
b. take necessary action to collect property of the estate
and file suits to recover the same;
c. represent the Debtor-in-possession in connection with the
formulation and implementation of a Plan of Reorganization and all
matters incident thereto;
d. prepare on behalf of the Debtor-in-Possession necessary
applications, answers, orders, reports and other legal papers;
e. object to disputed claims; and
f. perform all other legal services for the Debtor as
Debtor-in-possession.
James S. Wilkins will be paid $375 per hour to be applied against a
retainer of $17,500 for pre-petition and post-petition services.
costs and filing fees.
James S. Wilkins, Esq., assured the Court that the he does not
represent any interest adverse to the Debtor and its estates.
James S. Wilkins may be reached at:
James S. Wilkins, Esq.
711 Navarro Street, Suite 711
San Antonio, TX 78205
Telephone: (210)271-9212
Facsimile: (210)271-9389
About Bill Hall, Jr. Trucking, Ltd.
Bill Hall, Jr. Trucking, Ltd filed a Chapter 11 bankruptcy
petition (Bankr. W.D.Tex. Case No. 16-52608) on November 10,
2016. Hon. Craig A. Gargotta over the case. Wilkins & Wilkins
represents the Debtor as counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Dominic Hall, authorized representative of general partner.
BIOSTAGE INC: Has 180 Days to Regain Nasdaq Rule Compliance
-----------------------------------------------------------
Biostage, Inc., announced that it has received a continued listing
deficiency notice from The NASDAQ Stock Market LLC because its
share price has not met the $1.00 minimum closing bid price
requirement for 30 consecutive business days [Nasdaq Listing Rule
5450(a)(1)]. This notice has no immediate effect on the Company's
Nasdaq listing or the trading of its common stock.
Nasdaq has provided Biostage with a 180-day compliance period,
until May 17, 2017, in which to regain compliance with the minimum
bid price requirement [Nasdaq Listing Rule 5500(a)(2)]. If at any
time during the compliance period, the closing bid price of
Biostage's common stock is at least $1.00 per share for at least
ten consecutive business days, Nasdaq will provide the Company a
written confirmation of compliance and the matter will be closed.
Should Biostage not regain compliance with the bid price
requirement by May 17, 2017, it may be eligible for an additional
180-day compliance period if it meets the market value of publicly
held shares requirement for continued listing, all other initial
inclusion requirements for the Capital Market, except for the bid
price requirement, and provides written notice that it intends to
regain compliance with the bid price requirement during the second
180-day compliance period.
Biostage's CEO, Jim McGorry, commented, "We are very confident in
Biostage's ability to regain compliance with Nasdaq's minimum bid
price requirement. We strongly believe we have a number of
catalytic milestones in the near-term that have the potential to
drive value for Biostage."
"We are focused on solving our short-term financing needs and our
goal is to pursue a financing strategy that is in the best interest
of the future of Biostage and all of our shareholders. We have
never been more invigorated by the potential of Biostage,
specifically with the line of sight we have on bringing our first
product candidate towards a human clinical study," Mr. McGorry
added.
About Biostage
Biostage, Inc., formerly Harvard Apparatus Regenerative Technology,
Inc., is a biotechnology company engaged in developing
bioengineered organ implants based on its Cellframe technology.
Harvard Apparatus reported a net loss of $11.7 million for the year
ended Dec. 31, 2015, compared to a net loss of $11.06 million for
the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Biostage had $7.19 million in total assets,
$2.41 million in total liabilities and $4.78 million in total
stockholders' equity.
KPMG LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations and will require additional financing to
fund future operations which raise substantial doubt about its
ability to continue as a going concern.
CANNASYS INC: Amends 11 Million Shares Resale Prospectus with SEC
-----------------------------------------------------------------
Cannasys, Inc., filed with the Securities and Exchange Commission
an amended Form S-1 registration statement relating to the offer
and sale, from time to time, of up to 11,027,464 shares of the
common stock of the Company that may be issued pursuant to the
equity purchase agreement that it entered into with Kodiak Capital
Group, LLC.
The Company is not selling any shares of common stock in this
offering. The Company, therefore, will not receive any proceeds
from the sale of the shares by the selling stockholder. The
Company will, however, receive proceeds from the sale of securities
pursuant to its exercise of the put right under the Purchase
Agreement.
Kodiak Capital is an "underwriter" within the meaning of the
Section 2(a)(11) of the Securities Act of 1933, as amended (the
"Securities Act").
The selling stockholder may offer and sell from time to time common
stock using this prospectus in transactions:
* on the OTC Markets or otherwise;
* at market prices, which may vary during the offering period,
or at negotiated prices; and
* in ordinary brokerage transactions, in block transactions, in
privately negotiated transactions, or otherwise.
The selling stockholder will receive all of the proceeds from the
sale of the shares and will pay all underwriting discounts and
selling commissions relating to the sale of the shares. The
Company has agreed to pay the legal, accounting, printing, and
other expenses related to the registration of the sale of the
shares.
On Nov. 14, 2016, the last reported sale price of the Company's
common stock was $0.0065.
A full-text copy of the amended prospectus is available at:
https://is.gd/Iy6KI5
About Catasys Inc.
Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc. (OTCQB: MJTK) is a healthcare services management company,
providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.
Catasys reported a net loss of $7.22 million on $2.70 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
of $27.3 million on $2.03 million of revenues for the year ended
Dec. 31, 2014.
As of Sept. 30, 2016, Catasys had $3.85 million in total assets,
$28.43 million in total liabilities, and a total stockholders'
deficit of $24.58 million.
Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has continued
to incur significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2015, and continues to
have negative working capital at Dec. 31, 2015. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
CASA SYSTEMS: Moody's Assigns B1 CFR & Rates Sr. Facilities B1
--------------------------------------------------------------
Moody's Investors Service assigned a B1 first time corporate family
rating to Casa Systems, Inc. and B1 ratings to Casa's senior
secured debt facilities. The debt will be used to finance a
one-time dividend payment. The ratings outlook is stable.
RATINGS RATIONALE
The B1 CFR reflects the company's leading position in the Converged
Cable Access Platform (CCAP) market, moderate leverage of
approximately 2.9x on a Moody's adjusted basis, strong free cash
flow generating capability, strong margin profile, and good
liquidity. Casa is a provider of headend equipment and software to
the cable television industry. The company is a leading provider
of CCAP equipment, which converges CMTS and Edge QAM equipment,
enabling upstream and downstream delivery of voice, data and video.
Cable providers are expected to spend heavily on CCAP systems over
the next several years to accommodate increased broadband demand
and the continuing shift to IP broadband delivery. Moody's expects
double digit revenue and EBITDA growth to fuel deleveraging over
the next 12 to 18 months.
The ratings also consider Casa's small scale (approximately
$307 million in the LTM period ended Sept. 30, 2016,) in comparison
to similarly rated companies. Casa competes in a market against
much larger competitors, primarily Cisco and Arris, where
incumbents are difficult to displace. The company has been gaining
market share from Cisco and Arris and is currently considered the
#2 provider of CCAP equipment behind Arris. However, the company
generates nearly all of its revenue from one product, which is a
credit risk. In addition, the cyclical nature of cable industry
spending could mute Casa's growth trajectory. Casa's small scale is
partially offset by its software focused business model and strong
margin profile.
The stable outlook is based on Moody's expectations that Casa will
achieve double digit revenue and EBITDA growth over the next
several years. The ratings could face downward pressure if
revenues decline, the company loses a major customer, or if
leverage is elevated to above 4.5x. The ratings could be upgraded
if Casa demonstrates significant revenue growth and sustains
leverage below 2.5x.
Liquidity is good based on expected closing cash and cash
equivalents of over $150 million and an undrawn $25 million
revolving credit facility. Moody's expects the company to generate
over $60 million in free cash flow over the next 12-18 months with
free cash flow to debt in the mid 20% range.
Assignments:
Issuer: Casa Systems, Inc.
Probability of Default Rating, Assigned B1-PD
Corporate Family Rating, Assigned B1
Senior Secured Bank Credit Facility, Assigned B1 (LGD4)
Outlook Actions:
Issuer: Casa Systems, Inc.
Outlook, Assigned Stable
The principal methodology used in these ratings was "Diversified
Technology Rating Methodology" published in December 2015.
CB VELOCITY: S&P Assigns 'B' CCR on Vestcom Acquisition
-------------------------------------------------------
S&P Global Ratings said that it assigned its 'B' corporate credit
rating to Little Rock, Ark.-based CB Velocity Midco Inc. The
outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating to the
new $375 million first-lien credit facilities consisting of a
$40 million senior secured revolving credit facility due in 2021
and a $335 million first-lien term loan due in 2023 with a recovery
rating of '3', reflecting S&P's expectation for meaningful (in the
higher half of the 50%-70% range) recovery in the event of a
payment default.
S&P's ratings assume the transaction closes on substantially the
terms presented to S&P. Pro forma debt outstanding is about
$493 million.
S&P expects to withdraw all of its ratings on Vestcom International
Inc., including S&P's 'B' corporate credit rating, once its credit
facilities have been repaid.
S&P's ratings on CB Velocity Midco Inc. reflect the company's
significant debt burden and majority ownership by a financial
sponsor. S&P estimates pro forma debt to EBITDA is in the high-6x
area compared to 4.4x as of the last 12 months ended Sept. 30,
2016, and S&P expects debt to EBITDA to remain above 5x. In
addition, the company has a narrow focus in printed shelf edge
media in the grocery and drug channels, and significant customer
concentration. Grocery and drug store channels represent about 64%
and 18% of sales, respectively. The company has a meaningful
concentration with its top few customers, and S&P estimates its top
10 customers represent around 65% of 2015 sales. Some of its
customers have the capability to take shelf-edge label printing in
house, which presents a risk. However, S&P views the risk of loss
of business as remote since the company has longstanding
relationships with its customers and is an efficient operator. In
addition, S&P believes the tough center–of-store conditions
affecting other companies in the retail service sector (for
example, sales and marketing agencies) will not have a significant
negative impact on the company over the near term. This is because
of the need for accurate pricing information (the failure of which
could lead to regulatory fines) and the potential for more price
changes that could be required by brick–and-mortar retailers for
competitive reasons.
S&P's ratings also factor in the company's leading position in the
outsourced shelf-edge information and media solutions market,
historically stable revenue streams, intellectual property (IP)
protected technology, and longstanding customer relationships.
S&P believes the company has around an 80% market share in the core
outsourced grocery market and serves 75% of the leading food, drug,
and dollar retailers. Other small regional competitors do not have
the national delivery capabilities. The business is protected by
IP, and the company has a tight integration with customers' data
using proprietary software, which creates a barrier to entry and
high switching cost. S&P believes the company has a good
reputation because of its history of delivering accurate shelf-edge
labels to its customers on a timely basis, which demonstrates its
technology competency. Although the cost to retailers of
shelf-edge services is relatively modest, incorrect pricing can
result in large fines. In addition, comprehensive shopper
engagement services act as promotional tools for the retailers'
products.
The company's IP capabilities, national scale, patented solutions,
and contractual recurring revenue create longstanding client
relationships. Around 88% of its revenue is under multi-year
contracts, and the average relationship tenure among its top 10
clients is over 20 years. The business is resilient during
economic downturns as demand is driven by price changes, routine
planogram resets, and seasonal promotions. The company's key end
markets are relatively stable and not cyclical. EBITDA margin
continues to improve due to favorable mix shift, operating
improvement, and leveraging fixed cost.
S&P views e-commerce as only a modest near-term risk, since S&P
believes a substantial amount of the company's labeling relates to
food and other staples that have not seen meaningful movement to
internet purchasing. S&P views the risk of potential competition
from electronic labels as remote because electronic label
technology is more expensive for retailers, and the impact on sales
relative to printed labels is neutral. S&P believes it is unlikely
that the adoption of electronic labels will increase in the near
term.
S&P's baseline forecast is for U.S. real GDP to grow 1.5% in 2016
and 2.4% in 2017. Additional assumptions include:
-- Annual sales growth in the mid-single-digit percent range,
driven by increasing demand for outsourced media, rotary,
shopper engagement, and merchandising solutions from
existing customers; new business wins in core channels;
penetration into new channels; and acquisitions. Modest
EBITDA margin improvement, driven by a favorable mix shift
with growth in higher-margin solutions including ISMAds and
@shelf, operating improvement, and leveraging fixed costs.
-- Annual operating cash flow totals about $35 million in 2017.
Free cash flow after $10 million in capital expenditures
(capex) totals about $25 million.
-- $20 million spent annually on bolt-on acquisitions.
Based on these assumptions, S&P forecasts adjusted debt to EBITDA
in the 6x area and funds from operations (FFO) to debt at about
8.5% in 2017. This compares to high-6x debt to EBITDA and 7% FFO
to debt before the proposed transaction.
Pro forma for the transaction, S&P considers Vestcom's liquidity to
be adequate and forecast sources of liquidity will exceed uses by
more than 3x over the next 12 months. Based solely on quantitative
measure, the company could qualify for a more favorable liquidity
assessment. However, in S&P's view the company does not meet
several qualitative characteristics for higher assessment. This
includes the ability to withstand high-impact, low-probability
events without refinancing, and a high standing in credit markets.
Instead, S&P views the company's credit market standing as
satisfactory and bank relations as sound.
Principal liquidity sources
-- $40 million availability under the revolving credit facility
pro forma the transaction.
-- Annual cash FFO of about $35 million-$40 million for the
next few years.
Principal liquidity uses
-- Contractual debt amortization of about $3.5 million per
year.
-- Annual capex around $10 million.
-- $10 million peak to trough working capital.
Outlook
The outlook is stable, reflecting S&P's expectation that over the
next year the company will maintain a stable customer base,
continue to benefit from selling additional higher-margin services
and products to its customers, and improve its credit metrics by
using excess cash flow for debt reduction, resulting in debt to
EBITDA declining to 6x in 2017 from 6.8x pro forma the
transaction.
Downside scenario
S&P could lower the rating if operating performance weakens,
possibly from the insourcing of a meaningful amount of business by
key customers or if the company's key retail customers experience a
protracted decline in traffic. S&P could also lower the rating if
financial policy becomes more aggressive, with significant
debt-financed acquisitions or dividends, resulting in debt to
EBITDA sustained above 7.5x. S&P estimates this could occur if
EBITDA falls over 10%.
Upside scenario
While unlikely over the next year, S&P could raise the rating if
the company demonstrates a commitment to sustaining debt to EBITDA
below 5x. This would most likely occur if the financial sponsor
reduces control of the company in conjunction with the successful
execution of Vestcom's growth initiatives. S&P estimates this
could occur if EBITDA increases over 35%.
S&P's simulated default scenario contemplates a default in 2019,
reflecting a decline in revenue and operating profits from an
insourcing of business by the company's top customers, a meaningful
reduction in retail-store traffic, increased acceptance of
electronic labels, or meaningful movement to internet purchasing
related to food and other staples. S&P believes that if the
company were to default, it would continue to have a viable
business model given its established market positions and
longstanding customer relationships.
S&P estimates a gross recovery value of around $250 million
assuming an emergence EBITDA of $45 million and a 5.5x multiple.
S&P assumes that the company at emergence would be able to
rationalize its operations and regain its ability to generate
meaningful margins.
Simulated default and valuation assumptions
-- Simulated year of default: 2019
-- EBITDA at emergence: $45 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Net enterprise value (after 3% admin. costs): $235 million
-- Valuation split in % (obligors/nonobligors): 100%/0%
-- Value available to first-lien debt claims
(collateral/noncollateral):
-- $235 million/$0 million
-- Secured first-lien debt claims: $372 million
-- Recovery expectations: 50%-70% (upper half of the range)
-- Secured second-lien debt claims: $167 million
-- Recovery expectations: N/A
Notes: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.
CHINA COMMERCIAL: May Issue 1.5 Million Shares Under Equity Plan
----------------------------------------------------------------
China Commercial Credit, Inc., filed with the Securities and
Exchange Commission a Form S-8 registration statement to register
1,500,000 shares of common stock of the Company issuable under its
2014 Equity Incentive Plan. A full-text copy of the regulatory
filing is available for free at https://is.gd/bqciQY
About China Commercial Credit
China Commercial Credit, Inc., offers financial services in China.
It provides direct loans, loan guarantees and financial leasing
services to small-to-medium sized businesses, farmers and
individuals in the city of Wujiang, Jiangsu Province.
China Commercial reported a net loss of $55.83 million in 2015
following a net loss of $23.37 million in 2014.
As of Sept. 30, 2016, China Commercial had $22.45 million in total
assets, $19.74 million in total liabilities and $2.70 million in
total shareholders' equity.
Marcum Bernstein & Pinchuk LLP, in New York, New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has accumulated deficit that raises substantial doubt about
its ability to continue as a going concern.
COGENT COMMUNICATIONS: Moody's Rates New $125MM Notes Add-On 'B1'
-----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Cogent
Communications Group, Inc.'s proposed $125 million add-on of Senior
Secured Notes due 2022. The net proceeds from this offering will
be used for general corporate purposes and/or the repurchase of
Cogent's common stock or for special or recurring dividends to its
stockholders.
Assignments:
Issuer: Cogent Communications Group, Inc.
Senior Secured Regular Bond/Debenture due 2022, Assigned B1
(LGD2)
RATINGS RATIONALE
Cogent's B3 corporate family rating is supported by a strong
liquidity profile and Moody's expectation for low double digit
revenue growth and modest margin expansion from a growing and
diverse customer base. The company's low cost structure and
targeted niche sales approach make it a strong competitor against
much larger companies which have higher legacy cost structures. The
rating is constrained by limited free cash flow as a result of
increasing shareholder returns, relatively high leverage, its small
scale and a highly competitive environment.
Pro-forma for the transaction, Moody's expects FYE2016 leverage
(Moody's adjusted) will be 5.1x. Moody's projects leverage to fall
to 4.5x by FYE2017 supported by strong revenue growth and slight
margin expansion.
The stable outlook is based on Moody's views while the company's
earnings and cash flows will grow, shareholder returns will
increase in tandem. Moody's expects the company will maintain
sufficient liquidity and debt levels will remain relatively
constant. Cogent's low cost structure and niche sales approach, in
conjunction with its aggressive shareholder return policy, will
prevent the company from generating meaningful positive free cash
flow for the near future.
Upward rating pressure could build if Cogent demonstrates the
ability to sustain free cash flow in excess of 5% of total debt and
maintain adjusted leverage at or below 4x, which would likely
result from better than expected operating performance.
Downward rating pressure could develop if adjusted leverage trends
towards 5.5x-6.0x, which may result from top line weakness due to
an acceleration in price decline or higher customer churn. Also,
any deterioration in liquidity could have negative ratings
implications, especially without a revolving credit facility as a
stopgap.
The principal methodology used in this rating was "Global
Telecommunications Industry" published in December 2010.
CONNECT TRANSPORT: Crowe & Dunlevy Represents Citation Oil, et al.
------------------------------------------------------------------
Crowe & Dunlevy, a Professional Corporation, filed with the U.S.
Bankruptcy Court for the Northern District of Texas a verified
statement under Rule 2019(a) of the Federal Rules of Bankruptcy
Procedure, stating that it has undertaken representation of the
interests of Citation Oil and Gas Corp., Devon Energy Production
Company, LP, and Okland Oil Company in the Chapter 11 case of
Connect Transport, LLC, et al.
The Creditors are:
a. Citation Oil and Gas Corp.
14077 Cutten Road
Houston, TX 77069
Nature and amount of debt: $207,970, plus interest accrued
and accruing thereon from and after the date of default
pursuant to an NGL Outright Purchase Agreement and Crude
Oil Outright Purchase Agreement between Debtor and
Citation, the latter of which is subject to Oklahoma's
Oil and Gas Owners' Lien Act of 2010, OKLA. STAT. TIT. 52,
Section 549.1 et seq.
Time of acquisition of claim(s): prepetition
2. Devon Energy Production Company, LP
333 West Sheridan Avenue
Oklahoma City, OK 73102
Nature and amount of debt: $2,328,786, plus interest
accrued and accruing thereon from and after the date of
Default pursuant to a Crude Oil Outright Purchase
Agreement between Debtor and Citation which is subject to
Oklahoma's Oil and Gas Owners' Lien Act of 2010, OKLA.
STAT. TIT. 52, Section 549.1 et seq.
Time of acquisition of claim(s): prepetition
3. Okland Oil Company
110 N. Robinson, Suite 400
Oklahoma City, OK 73103
Nature and amount of debt: $207,079, plus interest that
accrues thereon at the applicable rate from and after
Nov. 18, 2016, due to default on a Crude Oil Outright
Purchase Agreement between Debtor and Okland under
Oklahoma's Oil and Gas Owners' Lien Act of 2010, OKLA.
STAT. TIT. 52, Section 549.1 et seq.
Time of acquisition of claim(s): prepetition
Crowe & Dunlevy has conducted a diligent review for any conflicts
of interest or potential conflicts of interest and believes it has
no conflicts or potential conflicts of interest in its
representation of the Creditors.
Crowe & Dunlevy has provided full disclosure regarding this
representation to each of the Creditors, and the Creditors have
waived any conflict arising from Crowe & Dunlevy's representation
of additional parties in this bankruptcy case.
Crowe & Dunlevy can be reached at:
Judy Hamilton Morse, Esq.
CROWE & DUNLEVY, P.C.
Braniff Building
324 N. Robinson Avenue, Suite 100
Oklahoma City, OK 73102-8273
Tel: (405) 235-7700
Fax: (405) 239-6651
E-mail: judy.morse@crowedunlevy.com
About Connect Transport
Privately-held Connect Transport, LLC, provides transportation,
storage, producer, and marketing services for crude oil, natural
gas liquids, and condensates.
Connect Transport and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Lead Case No.
16-33971) on Oct. 4, 2016.
The affiliated debtors are Big Rig Tanker, L.L.C., MG Rolling Stock
Land, L.L.C., Murphy Energy Corporation, Murphy Holdings, Inc.,
Port Allen Terminal, LLC, Port Hudson Terminal, LLC, Murphy
Terminals, LLC, and Connect Terminals, LLC (Case Nos. 16-33972 to
16-33979).
Connect Transport estimated assets of $500,000 to $1 million and
liabilities of $50 million to $100 million. Murphy Energy Corp.
estimated $100 million to $500 million in both assets and
liabilities.
The Debtors tapped Dykema Cox Smith as legal counsel. Houlihan
Lokey Capital, Inc., serves as the Debtors' investment banker while
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.
The U.S. Trustee has formed an Official Committee of Unsecured
Creditors. The Committee retained McCathern, PLLC, as counsel.
CONTEXTMEDIA HEALTH: Moody's Assigns B2 CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned to ContextMedia Health, LLC a B2
Corporate Family Rating and a B3-PD Probability of Default Rating.
Moody's also assigned a B2 rating to the proposed
$375 million first lien credit facility, consisting of a
$50 million revolver and $325 million term loan. The outlook is
stable.
The proceeds from the transaction will be used to fund the
acquisition of AccentHealth LLC, refinance existing debt, and pay
transaction fees. The purchase of AccentHealth is expected to lead
to substantial cost savings and expand the number of doctors'
offices that the company currently serves.
A summary of Moody's rating action is:
ContextMedia Health, LLC
Corporate Family Rating B2
Probability of Default Rating B3-PD
New $50 million 5 year revolving credit facility assigned a B2
(LGD3)
New $325 million 5 year term loan assigned a B2 (LGD3)
Outlook: stable
The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as provided to Moody's.
RATINGS RATIONALE
Context's B2 CFR reflects the high pro-forma leverage for the
rating of 6.1x as of Q3 2016 (including Moody's standard
adjustments), although leverage is expected to decline from
continued EBITDA growth. The company's small size and relatively
short operating history also constrain the rating. In addition,
the debt funded acquisition of AccentHealth occurred at a very high
multiple, although Moody's expects substantial cost synergies as
well as benefits arising from its larger footprint of doctors'
offices. AccentHealth has experienced higher levels of customer
losses recently, a portion of which Moody's believes has been lost
to Context. The combined company has some concentration risk
within its five largest pharmaceutical sponsors, but concentration
by brand is expected to be minimal. Moody's projects that cash
flow from operations will be largely directed to growth capex,
which will limit free cash flow and debt repayment. The company
has experienced good growth over the past several years. Moody's
anticipates that this trend will continue as Context provides an
alternative way for healthcare and consumer products companies to
reach a targeted customer base at a time of increasing media
fragmentation. Over time, high growth rates may lead to increased
competition in the industry, but Context should benefit from its
large base of installed doctors' offices.
The outlook is stable and reflects Moody's expectation for strong
revenue and EBITDA growth, resulting in adjusted debt/EBITDA
declining below 5x by the end of 2017. Growth will be driven by
increased digital devices to new and existing customers and from
strong sponsor interest in reaching its targeted customer base.
However, leverage is high for the rating and weak operating
performance or additional leveraging transactions could negatively
impact the ratings.
Context's liquidity is expected to be adequate going forward due to
the $50 million 5 year revolving credit facility. Cash on the
balance sheet will be $3 million pro-forma for the transaction and
Moody's anticipates modest revolver draws at closing and in the
near term. Free cash flow will be minimal over the next year due
to substantial capex used to fund the strong growth of the company.
The company has flexibility to reduce capex if growth levels slow
as maintenance capex is modest. The revolver and term loan are
anticipated to be subject to a maximum first lien leverage ratio of
6.5x with additional step downs going forward. Moody's expects the
company to maintain adequate covenant cushion over the next 12 to
18 months.
An upgrade in the near term is unlikely give the high leverage and
small size of the company. However, upward rating pressure would
occur if leverage declined to 4x (as calculated by Moody's) with
good liquidity and consistent organic revenue and EBITDA growth. A
commitment by the owners to maintain leverage below that level
would also be required.
A downgrade would occur if leverage is unlikely to decline below
5.5x (as calculated by Moody's) by the end of 2017 due to weaker
than expected performance or additional leveraging transactions. A
weakened liquidity position or limited cushion of compliance with
its covenants could also lead to negative rating pressure.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
ContextMedia Health LLC is based in Chicago, IL and is an
information delivery and decision support digital media company
providing doctors' offices free media content through TVs, tablets,
and interactive wallboards to educate patients while waiting in the
doctor's office. Pro-forma revenue as of Q3 2016 is under $200
million.
CONTEXTMEDIA HEALTH: S&P Assigns 'B' Corp. Credit Rating
--------------------------------------------------------
S&P Global Ratings said it assigned its 'B' corporate credit rating
to Chicago-based ContextMedia Health LLC. The outlook is stable.
At the same time, S&P assigned its 'B' issue rating and '3'
recovery rating to the senior secured $325 million term loan B and
$50 million revolving credit facility. The '3' recovery rating
indicates S&P's expectation of meaningful (50%-70%; lower half of
the range) recovery of principal in the event of a payment default.
"Our 'B' rating on ContextMedia reflects the company's high
pro-forma S&P-adjusted debt leverage of 5.9x, our expectations for
modest discretionary cash flow generation in 2017, and
ContextMedia's small scale, narrow business focus, and limited
operating history," said S&P Global Ratings credit analyst Kathryn
Archibald.
The stable outlook reflects S&P's expectation over the next 12 to
18 months for mid-50% revenue growth and moderate margin expansion
through acquisition synergies and operating leverage. S&P
anticipates high-5x adjusted leverage at transaction close with
sharp deleveraging through EBITDA growth. S&P expects FOCF to debt
to remain below 5% in 2017 and improve to the 10% area in 2018.
D&D TREE SERVICE: Hires Zalkin Revell as Attorney
-------------------------------------------------
D&D Tree Service, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Wisconsin to employ the
Law Office of Jonathan V. Goodman as counsel for the Debtor.
The Debtor requires Zalkin Revell to:
a. give the Debtor legal advice with respect to its powers
and duties as Debtor-in-Possession in the continued operation of
its business and management of its property;
b. prepare on behalf of the Debtor-in-Possession, necessary
applications, answers, reports, and other legal papers;
c. prepare motions, pleadings, and applications, and to
conduct examinations incidental to the administration of the
Debtor's estate;
d. take any and all necessary action instant to the proper
preservation and administration of the estate;
e. assist the Debtor-in-Possession with the preparation and
filing of a Statement of Financial Affairs and Schedules and Lists
as are appropriate;
f. take whatever action is necessary with reference to the
use by the Debtor of its property pledged as collateral, including
cash collateral, to preserve the same for the benefit of Debtor;
g. assert, as directed by the Debtor, all claims the Debtor
has against others; and
h. perform all other legal services for the
Debtor-in-Possession which may be necessary; and it is necessary
for Debtor-in-Possession to employ attorneys for such professional
services.
The Zalkin Revell lawyer who will work on the Debtor's case and his
hourly rate is:
Kenneth W. Revell $300
The Debtor paid the pre-petition sum of $1,717.00 which was used to
pay the filing fee. The Firm was paid $7,500.00, a portion of which
was utilized for pre-petition services necessary to file the
Debtor's Petition.
Kenneth W. Revell, member of the law firm of Zalkin Revell, PLLC ,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Zalkin Revell may be reached at:
Kenneth W. Revell
Zalkin Revell, PLLC
24010 Westgate Dr., Suite 100
Albany, GA 31707
Phone: (229) 435-1611
Fax: (866) 560-7111
E-mail: krevell@zalkinrevell.com
About D & D Tree Service, Inc.
D & D Tree Service Inc. filed a Chapter 11 bankruptcy petition
(Bankr. M.D.Ga. Case No. 16-11382) on November 1, 2016. Kenneth W.
Revell Esq., at Zalkin Revell, PLLC serves as bankruptcy counsel.
The Debtor says assets and liabilities are both below $1 million.
DAVID & SANDY: Plan Confirmation Hearing on March 9
---------------------------------------------------
Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle
District of Florida has conditionally approved David & Sandy
Properties, LLC's disclosure statement referring to the Debtor's
plan of reorganization.
The Court will conduct a hearing on confirmation of the Plan on
March 9, 2017, at 1:30 p.m.
Any written objections to the Disclosure Statement will be filed
with the Court no later than seven days prior to the date of the
hearing on confirmation.
Parties-in-interest will submit to the Clerk's office their
written ballot accepting or rejecting the Plan no later than eight
days before the date of the Confirmation Hearing.
Objections to the confirmation will be filed with the Court and
served on the Local Rule 1007−2 Parties-in-Interest List no later
than seven days before the date of the Confirmation Hearing.
The plan proponent will file a ballot tabulation no later than 96
hours prior to the time set for the Confirmation Hearing.
Three days prior to the Confirmation Hearing, the plan proponent
will file a confirmation affidavit which will contain the factual
basis upon which the Plan Proponent relies in establishing that
each of the requirements of section 1129 of the Bankruptcy Code are
met.
About David & Sandy Properties, LLC
David & Sandy Properties, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 16-05906) on July 11, 2016.
David W. Steen, Esq., at David W. Steen, P.A., as bankruptcy
counsel.
DEPAUL INDUSTRIES: Disclosure Statement Approval Hearing on Jan. 12
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will convene a
hearing on January 12, 2017, at 9:30 a.m., to consider and possibly
approve the disclosure statement accompanying DePaul Industries and
DePaul Services, Inc.'s plan of reorganization dated Nov. 10, 2016.
Objections to the proposed disclosure statement must be made and
must be filed, no less than 7 days before the date of the hearing
set, with the Clerk.
Any objections to the claims filed more than 7 days after service
of the Notice will not affect the amount of the allowed claim for
the purpose of voting on, objecting to, determining creditor
acceptance of, or otherwise determining whether to confirm the
applicable plan, or any modifications thereto, referred to in the
notice.
A claimant whose claim is subject to a pending objection and who
desires its claim temporarily allowed for the purpose of accepting
or rejecting a plan (Fed. Bankruptcy Rule 3018(a)) must, no later
than 35 days after the "Filed" date, file and serve appropriate
copies of a detailed written motion for temporary claim allowance.
About DePaul Industries
DePaul Industries is a non-profit corporation based in Portland,
Ore., founded in 1971 with a mission of providing employment
opportunities for people with disabilities. DePaul Services, Inc.,
was formed in 2004 as a separate Oregon non-profit corporation to
segregate DPI's work for governmental entities from its
non-governmental work. DePaul lost a major $1 million spice
packaging customer in 2015.
DPI and DSI filed chapter 11 petitions (Bankr. D. Ore. Case Nos.
16-32293 and 16-32294) on June 10, 2016, and are represented by
Jeffrey C. Misley, Esq., and Thomas W. Stilley, Esq., at Sussman
Shank LLP in Portland. At the time of the filing, the Debtors
estimated their assets and liabilities at $1 million to $10
million.
Gail Brehm Geiger, acting U.S. trustee for Region 18, on June 22
appointed five creditors in the jointly administered Chapter 11
cases of DePaul Industries and DePaul Services, Inc., to serve on
the official committee of unsecured creditors. The Creditors'
Committee retained Cable Huston LLP as counsel.
DOVER DOWNS: Awards $275,000 Incentives to Executives
-----------------------------------------------------
Dover Downs Gaming & Entertainment, Inc.'s compensation and stock
incentive committee awarded discretionary incentives to its named
executive officers as follows:
Denis McGlynn $135,000
Edward J. Sutor $80,000
Timothy R. Horne $35,000
Klaus M. Belohoubek $25,000
These cash incentives were discretionary payments and not based on
any plan or formula.
The Committee also determined that there would be no salary changes
for named executive officers for fiscal year 2017.
The Company previously discontinued the practice of allowing for
formula based incentives. Salaries for named executives have not
changed materially since 2008 and there have been no cash
incentives paid since 2007.
About Dover Downs
Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE),
Dover Downs Hotel & Casino(R) is a gaming and entertainment resort
destination in the Mid-Atlantic region. Gaming operations consist
of approximately 2,500 slots and a full complement of table games
including poker. The AAA-rated Four Diamond hotel is Delaware's
largest with 500 luxurious rooms/suites and amenities including a
full-service spa/salon, concert hall and 41,500 sq. ft. of multi-
use event space. Visit http://www.doverdowns.com/
As of Sept. 30, 2016, Dover Downs had $171.98 million in total
assets, $55.64 million in total liabilities and $116.33 million in
total stockholders' equity.
Dover Downs reported net earnings of $1.87 million for the year
ended Dec. 31, 2015, following a net loss of $706,000 for the year
ended Dec. 31, 2014.
* * *
This concludes the Troubled Company Reporter's coverage of Dover
Downs until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
DOW CORNING: 6th Cir. Affirms Order on Settlement Fund Distribution
-------------------------------------------------------------------
The United States Court of Appeals for the Sixth Circuit affirmed a
consent order entered on December 3, 2015, which clarified certain
procedures for distributing part of the settlement fund in Dow
Corning Corporation's case.
In 1995, Dow Corning declared Chapter 11 bankruptcy while facing
thousands of lawsuits related to silicone-gel breast implants. Dow
Corning's Reorganization Plan established a settlement fund for
claimants who agreed to settle their suits. The bankruptcy court
confirmed the Reorganization Plan in 1999.
Pursuant to the Plan, Dow Corning and the Claimants' Advisory
Committee executed a Distribution Agreement that details the
procedure for distributing the settlement fund. That Agreement
also created a Trust to administer and evaluate claims for recovery
from the fund. The Distribution Agreement divided the fund into
sub-funds, including the Class 7 Fund, whose claimants received
implants made by American manufacturers (other than Dow Corning)
and foreign manufacturers using Dow-Corning silicone. To be
eligible for a payment from the Class 7 Fund, claimants had to
show, among other things, that they received a silicone-gel breast
implant between January 1, 1976 and January 1, 1992, and that they
"marshaled recoveries" from the manufacturers of their implants by
trying to collect from those manufacturers before seeking money
from the Class 7 Fund.
Meanwhile, five other manufacturers of silicone-gel implants
created their own settlement fund -- known as the Bristol, Baxter,
3M, McGhan and Union Carbide Revised Settlement Program. Dow
Corning Class 7 claimants who received an implant from one of those
five manufacturers could "marshal recoveries," for the purposes of
eligibility under the Class 7 Fund, by filing a claim with the
Program.
On May 22, 2015, the Claimants' Advisory Committee, the Debtor's
Representatives and Dow Corning itself submitted to the district
court a proposed Consent Order that specified, among many other
things, the manner in which the marshaling requirement would apply
to Class 7 claimants whose registration status made them ineligible
for relief under the Program.
The district court entered the Consent Order on December 3, 2015,
over the objections of the Korean Claimants, who then brought the
appeal.
The Korean Claimants first argued as follows: that, in entering the
Consent Order, the district court interpreted the term "marshaling
recoveries" as used in the Plan; that the district court lacks
authority to interpret the Plan; and that the district court
therefore exceeded its powers when it entered the Consent Order.
The Sixth Circuit held that the Consent Order's treatment of the
term "marshaled recoveries" resolves a dispute as to the meaning of
that term, and thus plainly falls within the district court's
powers under the Plan.
The Korean Claimants next argued that the Consent Order's
clarification of "marshaled recoveries" amounts to an impermissible
modification of the Distribution Agreement.
The Sixth Circuit, however, found that the Consent Order did
nothing to modify the substantive criteria for eligibility for
recovery under the Distribution Agreement. The appellate court
found, instead, that the Consent Order merely clarified that one of
those criteria -- the marshaling requirement -- is met as to
claimants whose registration status made them ineligible for
recovery under the Program. The appellate court thus concluded
that the Consent Order does not modify the Distribution Agreement.
Some of the Korean Claimants -- namely, those who received implants
after January 1, 1992 -- also argued that the Consent Order should
have modified the Distribution Agreement to allow recovery for
claimants who received implants after (rather than before) that
date.
The appellate court held that the argument comes years too late,
considering that the bankruptcy court confirmed the Plan and its
eligibility criteria in 1999.
The appeals case is KOREAN CLAIMANTS, Interested
Parties-Appellants, v. DEBTOR'S REPRESENTATIVES, DOW CORNING
CORPORATION, CLAIMANTS' ADVISORY COMMITTEE, Defendants-Appellees,
No. 15-2548 (6th Cir.), relating to In re: SETTLEMENT FACILITY DOW
CORNING TRUST.
A full-text copy of the Court's November 23, 2016 opinion is
available at https://is.gd/GyQgwc
About Dow Corning
Dow Corning Corp. -- http://www.dowcorning.com/-- produces and
supplies more than 7,000 silicon-based products and services to
more than 25,000 customers worldwide. Dow Corning is equally owned
by The Dow Chemical Company and Corning Incorporated.
The Company filed for Chapter 11 protection on May 15, 1995 (Bankr.
E.D. Mich. Case No. 95-20512) to resolve silicone implant-related
tort liability. The Company owed its commercial creditors more
than $1 billion at that time. A consensual Joint Plan of
Reorganization, amended on Feb. 4, 1999, offering to pay commercial
creditors in full with post-petition interest, establish a
multi-billion-dollar settlement trust for tort claims, and leave
Dow Corning's shareholders unimpaired, took effect on June 30,
2004.
DOWLING COLLEGE: Files Chapter 11; Two Properties Up for Sale
-------------------------------------------------------------
A&G Realty Partners and Madison Hawk have been retained to manage
the sale of two properties formerly occupied by Dowling College in
Oakdale and Brookhaven, NY. Dowling plans to sell two Suffolk
County, Long Island properties through two separate sealed bid
sales as part of its Chapter 11 Bankruptcy filing.
A&G Realty and Madison Hawk are currently accepting bids for the
25-acre waterfront campus in Oakdale, NY which houses six buildings
including the former W.K. Vanderbilt Estate. The sealed bid
deadline for the Oakdale property will be set by the Court. The
firms will subsequently sell a 101-acre Brookhaven location in
Shirley, NY in the first quarter of 2017.
The announcement of the sale follows Dowling's filing on Nov. 30.
"This unfortunately is the final chapter of a college that has
enriched the college experience of thousands of students on Long
Island for more than 50 years," says Chief Restructuring Officer
Robert Rosenfeld, whose firm RSR Consulting is managing the
dissolution of the Dowling College estate. "We are winding down
the estate through an orderly liquidation which is a necessary step
to maximize the recovery for all creditors. We are pleased to have
two well-respected and experienced firms in A&G Realty and Madison
Hawk to oversee the sale of these prime assets and assist us in
this strategic plan."
Dowling College's Oakdale campus is situated on the land of the
former W.K. Vanderbilt Estate on the Connetquot River, with
immediate access to the Nicoll Bay. The campus operated under a
special permit allowing for College/Educational use and is zoned
Residence AA Single-Family Dwelling. The property includes over
200,000 square feet of space in six educational, administrative and
student housing buildings.
"The Dowling campus in Oakdale sits on 25 pristine waterfront acres
and offers one of the most unique redevelopment opportunities on
the South Shore of Long Island," said Andy Graiser, Co-Founder and
Co-President of A&G Realty. "The property is already zoned
residential and is ideal for continued use as an educational
institution or redevelopment into residential or other uses.
Assets like these rarely become available."
"There's been tremendous interest in the campuses since the school
ceased operations," said Jeff Hubbard, President of Madison Hawk.
"Despite the Chapter 11 proceedings and wind-down of Dowling's
operations, we have been afforded ample time to sell the properties
and proposed an orderly sealed bid format to maximize their value
as opposed to simply conducting a liquidation sale."
The Brookhaven property is expected to be offered in the first
quarter of 2017. The 101 acre property, which was home to the
college's aviation program, is located on the William Floyd Parkway
in Shirley, NY and includes a state-of-the-art athletic complex, a
two-story, 65,000 square-foot building; and a 10,000 sq.-ft.
airplane hangar with runway access to Brookhaven Airport, all of
which provides immediate income potential to developers. The
Brookhaven campus has undergone millions of dollars of
infrastructure improvements, greatly reducing development costs to
a buyer.
"The Brookhaven location is considered one of the most diverse
development sites on all of Long Island with opportunities for
residential, education, medical, health-related, senior housing,
office, retail, etc.," Mr. Graiser points out.
For additional information on the sale including inspection dates,
visit http://www.Dowling-RealEstate.com/
Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor's attorney:
Joseph Charles Corneau
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP
570 7th Ave., 17th Fl., New York, NY
Phone: (212) 972-3000
E-mail: jcorneau@klestadt.com
EDGARDO ACEVEDO BADILLO: Plan Confirmation Hearing Set for Jan. 26
------------------------------------------------------------------
Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District
of Puerto Rico has issued an order approving the disclosure
statement describing the Chapter 11 plan filed by Edgardo Acevedo
Badillo and Jennifer Enid Jimenez.
A hearing for the consideration of confirmation of the Plan and of
such objections as may be made to the confirmation of the Plan will
be held on Jan 26, 2017 at 09:30 A.M. at the U.S. Bankruptcy Court,
Southwestern Divisional Office, MCS Building, Second Floor, 880
Tito Castro Avenue, Ponce, Puerto Rico.
Objections to claims must be filed prior to the hearing on
confirmation. Debtor will include in its objection to claim a
notice that if no response to the objection is filed within thirty
days, the motion will be considered and decided without the actual
hearing. If a written response or opposition to the objection to
claim is timely filed, the contested matter will be heard on the
date that the hearing on confirmation has been scheduled.
That acceptances or rejections of the Plan may be filed in writing
by the holders of all claims on/or before fourteen days prior to
the date of the hearing on confirmation of the Plan.
That any objection to confirmation of the plan shall be filed on/or
before fourteen days prior to the date of the hearing on
confirmation of the Plan.
As previously reported in the Troubled Company Reporter, Edgardo
Acevedo Badillo and Jennifer Enid Jimenez filed a disclosure
statement describing their Chapter 11 Plan dated Sept. 25, 2016.
Under the plan, Class G claimants will receive from the Debtor a
non-negotiable, interest bearing at 3.25% annually, promissory note
dated as of the Effective Date. Creditors in this class shall
receive a total repayment of 6% of their claimed or listed debt
which equals to $9,117 to be paid pro rata to all allowed claimants
under this class. Unsecured Creditors will receive monthly payment
of $75.98 to be distributed pro rata among them, for a 10-year
term.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb15-05928-87.pdf
About Edgardo Badillo
Edgardo Acevedo Badillo and Jennifer Enid Jimenez Ramos sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R.
Case No. 15-05928) on Aug. 3, 2015. The Debtor is represented by
Miriam S. Lozada Ramirez, Esq.
ELEPHANT TALK: Inks Employment Pact with Principal Exec. Officer
----------------------------------------------------------------
Pareteum Corporation entered into an employment agreement with
Robert H. Turner, the Company's executive chairman and principal
executive officer.
The Employment Agreement modifies and supplements the terms of the
prior employment letter between the Company and Mr. Turner dated
November 2015 by providing for the following additional terms:
- one-time bonuses of $300,000 for achieving previously
determined business and restructuring goals established by the
Board and an extraordinary bonus of $300,000 for Mr. Turner's
efforts on behalf of the Company during late 2015 and 2016 and
to be paid as set forth in the Employment Agreement;
- restricted common stock grants of 2,000,000 shares of the
Company's common stock;
- options to purchase up to 7,500,000 shares of the Company's
stock, which options will vest over a period of three calendar
years, with 1,875,000 shares vesting immediately, and the
remaining 5,625,000 shares vesting in 3 equal installments of
1,875,000 each, on the first, second and third anniversary of
the option grant. The exercise price of the options is $.14
per share; and
- other customary allowances, bonuses, reimbursements and
vacation pay.
The Employment Agreement also provides that if Mr. Turner's
employment with the Company is terminated by the Company without
"cause" or by Mr. Turner for "good reason" (as such terms are
defined in the Employment Agreement) the Company will pay Mr.
Turner, 12 months' salary at the rate of his salary as of such
termination, together with payment of the average earned bonuses
(regular and extraordinary) since Nov. 1, 2015.
Mr. Turner is also subject to customary non-competition,
non-solicitation and confidentiality requirements during and after
the term of his employment.
About Elephant Talk
Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.
Elephant Talk reported a net loss of $5.00 million on $31.0
million of revenues for the year ended Dec. 31, 2015, compared to a
net loss of $21.9 million on $20.4 million of revenues for the year
ended Dec. 31, 2014.
As of June 30, 2016, the Company had $22.5 million in total
assets, $20.0 million in total liabilities and $2.53 million in
total stockholders' equity.
Squar Milner, LLP (formerly Squar Milner, Peterson, Miranda &
Williamson, LLP), in Los Angeles, California, 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, has an accumulated deficit of
$256 million and has negative working capital. This raises
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
ENERGY FUTURE: E-Side Plan Confirmation Trial Begins Today
----------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reported that the
confirmation trial of the E-side of Energy Future Holdings Corp.'s
Chapter 11 plan of reorganization will commence Dec. 1, 2016, and
has been scheduled to run for four days, after a pretrial
conference in Delaware bankruptcy court on Nov. 15, 2016.
Energy Future's attorney Mark McKane of Kirkland & Ellis LLP told
the court at the Nov. 15 hearing that the electricity company and
other parties had conferred and decided that the trial would not
take up the 10 days originally scheduled.
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'
reorganization plan, which contemplated a tax-free spin of the
company's competitive businesses, including Luminant and TXU
Energy, and the $20 billion sale of its holdings in non-debtor
electricity transaction unit Oncor Electric Delivery Co. to a
consortium of investors. But the Plan became null and void after
certain first lien creditors notified the occurrence of a "plan
support termination event."
The Debtors filed a new plan of reorganization on May 1, 2016, as
subsequently amended. The new Chapter 11 plan features alternative
options for dealing with the Company's stake in electricity
transmission unit Oncor.
On Aug. 29, 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.
(the "T-Side Debtors"). The Plan became effective on Oct. 3,
2016.
On Sept. 21, 2016, the Debtors filed the E-Side Plan and the
Disclosure Statement for the Fourth Amended Joint Plan of
Reorganization of Energy Future Holdings Corp., et al., Pursuant to
Chapter 11 of the Bankruptcy Code as it Applies to the EFH Debtors
and EFIH Debtors (the "E-Side Debtors").
ESSEX CONSTRUCTION: Hires Jarvis as General Counsel
---------------------------------------------------
Essex Construction, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Maryland to employ N. William
Jarvis, Esq., as general counsel to the Debtor and
Debtor-in-Possession.
The Debtor employs N. William Jarvis, Esq., to represent the Debtor
in providing general legal services on business matters during the
course of these Chapter 11 proceedings. Pre-petition, the Attorney
has rendered legal services to the Debtor and served the role as
general counsel.
The Debtor will compensate Jarvis at the regular hourly rate $400
per hour.
Jarvis will also be reimbursed for reasonable out-of-pocket
expenses incurred.
N. William Jarvis, Esq. assured the Court that he has no connection
to any creditor of the Debtor, any other party in interest, their
respective attorneys and accountants, the United States Trustee, or
any person employed in the Office of the United States Trustee.
Jarvis can be reached at:
N. William Jarvis, Esq.
2600 Virginia Avenue, NW, Suite 202
Washington, DC 20037
Telephone: (202) 204-1046
E-mail: wjarvis@thejarviscompany.com
About Essex Construction
Essex Construction, LLC filed a Chapter 11 petition (Bankr.
D. Md. Case No. 16-24661), on November 4, 2016. The case is
assigned to Judge Thomas J. Catliota. The Debtor's counsel is Kim
Y. Johnson, at the Law Offices of Kim Y. Johnson.
At the time of filing, the Debtor estimated assets at $0 to $50,000
and liabilities at $1 million to $10 million. The petition was
signed by Roger R. Blunt, president and chief executive officer.
ESSEX CONSTRUCTION: Hires Kim Y. Johnson as Bankr. Counsel
----------------------------------------------------------
Essex Construction, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Maryland to employ the Law
Offices of Kim Y. Johnson, Esq., as attorney to the Debtor and
Debtor-in-Possession.
The Debtor seeks to employ the Law Offices of Kim Y. Johnson to
represent the Debtor during the chapter 11 proceedings, including
preparing and filing the schedules, preparing the Debtor for and
attending the chapter 11 meeting of creditors, preparing and filing
all appropriate first day motions and attending related hearings
thereon, and preparing all documents necessary for chapter 11 plan
confirmation.
The Firm will be paid at these hourly rates:
Attorney $425
Legal Assistant $105
Kim Y. Johnson, Esq. assured the Court that he has no connection to
any creditor of the Debtor, any other party in interest, their
respective attorneys and accountants, the United States Trustee, or
any person employed in the Office of the United States Trustee.
The Firm can be reached at:
Kim Y. Johnson, Esq.
Law Offices of Kim Y. Johnson, Esq.
P.O. Box 277
Cheltenham, MD 20623-0277
Telephone: (443) 838-3614
Facsimile: (301) 782-4686
E-mail: kimyjcounsel@aol.com
About Essex Construction
Essex Construction, LLC filed a Chapter 11 petition (Bankr.
D. Md. Case No. 16-24661), on November 4, 2016. The case is
assigned to Judge Thomas J. Catliota. The Debtor's counsel is Kim
Y. Johnson, at the Law Offices of Kim Y. Johnson.
At the time of filing, the Debtor estimated assets at $0 to $50,000
and liabilities at $1 million to $10 million. The petition was
signed by Roger R. Blunt, president and chief executive officer.
ESSEX CONSTRUCTION: Hires Marc Hunter as Executive Assistant
------------------------------------------------------------
Essex Construction, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Maryland to employ Marc Hunter
as executive assistant to the President and CEO to the Debtor and
Debtor-in-Possession.
Mr. Hunter reports to the Debtor's President and Chief Executive
Officer, Major General (Ret.) Roger R. Blunt.
Consistent with Mr. Hunter's existing duties and responsibilities,
he will continue to drive and escort General Blunt to and from the
office, business development meetings, including meetings with
state and local government officials regarding business
opportunities, and existing and potential project sites. Mr. Hunter
also assists with the processing of personal and confidential
information required for federal, state and local requests for
proposals -- RFPs -- and maintains General Blunt's calendar.
The Debtor will continue to pay Mr. Hunter weekly salary of
$1,565.
Marc Hunter assured the Court that he has no connection to any
creditor of the Debtor, any other party in interest, their
respective attorneys and accountants, the United States Trustee, or
any person employed in the Office of the United States Trustee.
Marc Hunter can be reached at:
Marc Hunter
Executive Assistant to President and CEO
Essex Construction, LLC
9640 Pennsylvania Avenue
Upper Marlboro, MD 20772
Telephone: (240) 492-2001
About Essex Construction
Essex Construction, LLC filed a Chapter 11 petition (Bankr. D. Md.
Case No. 16-24661), on November 4, 2016. The case is assigned to
Judge Thomas J. Catliota. The Debtor's counsel is Kim Y. Johnson,
at the Law Offices of Kim Y. Johnson.
At the time of filing, the Debtor estimated assets at $0 to $50,000
and liabilities at $1 million to $10 million. The petition was
signed by Roger R. Blunt, president and chief executive officer.
ESSEX CONSTRUCTION: Hires Wrightson as Executive Vice President
---------------------------------------------------------------
Essex Construction, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Maryland to employ Robert
Wrightson as executive vice president to the Debtor and
Debtor-in-Possession.
As the Senior Vice President, Mr. Wrightson reports to the Debtor's
President and Chief Executive Officer. Subject to approvals of the
President and CEO, Mr. Wrightson is responsible for the hiring of
employees, and establishing employee compensation levels. He may
enter into legal commitments on behalf of the Debtor, and is
responsible for financial and human capital of the company. In
addition to these duties, he supervises the Controller, the Chief
Estimator and the General Superintendent of the Debtor. Finally,
Mr. Wrightson reviews and approves project budgets, evaluates the
performance of those under his immediate supervision.
The Debtor pays Mr. Wrightson at the rate of $7,500 bi weekly.
Mr. Wrightson has a pre-petition check representing wages to be
paid on the Debtor's November 4, 2016 payroll. He was due an
additional payment of $7,500 on November 18, 2016.
The Debtor paid Mr. Wrightson as a 1099 employee.
Robert Wrightson, currently employed as the Executive Vice
President of Essex Construction, LLC, assured the Court that he
has no connection to any creditor of the Debtor, any other party in
interest, their respective attorneys and accountants, the United
States Trustee, or any person employed in the Office of the United
States Trustee.
Robert Wrightson can be reached at:
Robert Wrightson
Executive Vice President
Essex Construction, LLC
9640 Pennsylvania Avenue
Upper Marlboro, MD 20772
Telephone: (240) 492-2002
E-mail: rwrightson@tessex-llc.com
About Essex Construction
Essex Construction, LLC filed a Chapter 11 petition (Bankr. D. Md.
Case No. 16-24661), on November 4, 2016. The case is assigned to
Judge Thomas J. Catliota. The Debtor's counsel is Kim Y. Johnson,
at the Law Offices of Kim Y. Johnson.
At the time of filing, the Debtor estimated assets at $0 to $50,000
and liabilities at $1 million to $10 million. The petition was
signed by Roger R. Blunt, president and chief executive officer.
FANNIE MAE & FREDDIE MAC: Mnuchin Sees Conservatorship Ending Soon
------------------------------------------------------------------
Steven Mnuchin, president-elect Donald Trump's pick to serve as the
next Secretary of the Treasury, told Fox Business News yesterday
that the new Administration "will make sure" that Fannie Mae and
Freddie Mac "are restructured, they are absolutely safe and don't
get taken over again."
"We've got to get Fannie and Freddie out of government control,"
Mr. Mnuchin said, adding that "it makes no sense that these are
owned by the government and have been controlled by the government
as long as they have." And, Mr. Mnuchin said, the new
Administration "will get it done reasonably fast."
More than twenty lawsuits have been filed in or removed to Federal
Courts that challenge the so-called Net Worth Sweep imposed in 2012
under the terms of a Third Amendment to Preferred Stock Purchase
Agreements under which Treasury injected $187.5 billion into the
government sponsored entities. To date, the GSEs have returned
approximately $260 billion to Treasury. Shareholders say the
government has been adequately compensated for money Fannie and
Freddie never needed in the first place. The government says it is
entitled to all future profits the GSEs generate and is still owed
$187.5 billion.
Yesterday's news pushed the price of Fannie and Freddie's common
stock from $3 to $4 per share. Richard X. Bove at Rafferty Capital
Markets thinks Fannie Mae common stock could be worth more than $40
per share if the stars and planets align in certain ways. Bill
Ackman at Pershing Square Capital Management has indicated he
values the common stock higher than Mr. Bove -- and, as the largest
holder of GSE common stock, has placed his money where his mouth
is. Bruce Berkowitz at Fairholme Funds has made a more
conservative investment a step p in the GSEs' capital structure,
Fairholme is the largest holder of the GSEs' pre-conservatorship
preferred stock and Mr. Berkowitz expects those preferred
securities to be honored in accordance with the terms of their
certificates of designation, other applicable legally binding
contracts, and more than 200 years of American legal precedent.
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) 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.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac. 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.
During the time of the subprime mortgage crisis, on Sept. 6, 2008,
Fannie Mae and Freddie Mac were placed into conservatorship by the
U.S. Treasury. The Treasury committed to invest up to $200 billion
in preferred stock and extend credit through 2009 to keep the GSEs
solvent and operating. Both GSEs are still operating under the
conservatorship of the Federal Housing Finance Agency (FHFA).
In exchange for future support and capital investments of up to
$100 billion in each GSE, each GSE agreed to issue to the Treasury
(i) $1 billion of senior preferred stock, with a 10% coupon,
without cost to the Treasury and (ii) common stock warrants
representing an ownership stake of 79.9%, at an exercise price of
one-thousandth of a U.S. cent ($0.00001) per share, and with a
warrant duration of 20 years.
Financial Results
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.
As of Sept. 30, 2016, Freddie Mac had $2.015 trillion in total
assets, $2.011 trillion in total liabilities and $3.510 billion in
total equity.
For the nine months ended Sept. 30, 2016, Fannie Mae reported net
income of $7.27 billion on $79.88 billion of total interest income
compared with net income of $8.48 billion on $82.07 billion of
total interest income for the nine months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, Freddie Mac reported net
income of $2.968 billion on $49.16 billion of total interest income
compared with net income of $4.218 billion on $50.21 billion of
total interest income for the nine months ended Sept. 30, 2015.
FINJAN HOLDINGS: At Today's Drexel Hamilton Conference in New York
------------------------------------------------------------------
Finjan Holdings, Inc.. will be presenting at the Drexel Hamilton
Emerging Growth Conference on Thursday, Dec. 1st, at 11:30 a.m. PST
at Drexel Hamilton Headquarters in New York. Phil Hartstein,
Finjan's CEO and Michael Noonan, CFO, will be presenting, as well
as meeting with investors.
Investors and interested parties may listen to the live webcast of
Finjan Holdings' presentation at
http://wsw.com/webcast/dham12/fnjn.
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 Sept. 30, 2016, Finjan had $15.04 million in total assets,
$4.57 million in total liabilities, $13.68 million in redeemable
preferred stock and $3.22 million in stockholders' deficit.
FRANK VOLLRATH: M&T Arrearage To Be Paid Over 120 Months
--------------------------------------------------------
Frank Vollrath filed with the U.S. Bankruptcy Court for the
District of Connecticut, Bridgeport Division, a fifth amended
disclosure statement accompanying his fifth amended plan of
reorganization, a full-text copy of which is available at:
http://bankrupt.com/misc/ctb14-50793-170.pdf
Under the Plan, the Debtor intends to pay the unsecured creditors
holding allowed non priority claims approximately 100% of their
allowed unsecured claims based on presently filed unsecured
claims.
Class 2, Secured Claim of M&T Bank, f/k/a Hudson Savings Bank
($1,806,072), is Unimpaired under the Plan. Arrearage approximate
amount claimed by creditor is $439,000 (subject to review).
The Debtor will cure the arrearage in its entirety owed on the
promissory note and mortgage by reinstating the note and paying the
allowed secured claim representing the arrearage owed on the note
in equal monthly installments over a 120-month period without
interest commencing on the Distribution Date. Notwithstanding
anything to the contrary, the Debtor will pay off the outstanding
balance of the arrearage on the note on or before the 5-year
anniversary of the Distribution Date. The Debtor will also pay this
creditor the regular monthly payment pursuant to the tenor of the
underlying reinstated note and mortgage.
During the 5 year period to repay the arrearage to M&T Bank, the
Debtor will subdivide the residence into 2 parcels, and sell the
second lot (the one without the house), paying M&T Bank the net
proceeds after paying all real estate taxes, the broker's
commission, a reasonable attorneys' fee and closing costs to be
applied to reduce the arrearage. Alternatively, the Debtor might
develop the second lot and sell the house lot and payoff the
secured claim of M&T Bank.
The plan will be primarily funded by the Debtor's income and sale
of real estate withdrawing up to $150,000 from the Debtor's
retirement funds.
The Debtor is represented by:
Matthew K. Beatman, Esq.
Zeisler & Zeisler, P.C.
10 Middle Street, 15th Floor
P.O. Box 1220
Bridgeport, CT 06604
Tel: (203)368-4234
Frank Vollrath, director of IP Operations for Xerox Corporation,
filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case
No. 14-50793) on May 23, 2014. He commenced the bankruptcy case as
a result of a foreclosure proceeding on his residence. Zeisler &
Zeisler, P.C., serves as the Debtor's general counsel.
FREESEAS INC: Alpha Capital Holds 4.9% Equity Stake as of Nov. 18
-----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Alpha Capital Anstalt disclosed that as of Nov. 18,
2016, it beneficially owns 13,680,408 shares of common stock of
Freeseas Inc. which represents 4.99% (based on the total of
[274,156,481] outstanding shares of Common Stock). A full-text
copy of the regulatory filing is available for free at:
https://is.gd/eAc8oE
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.
FTE NETWORKS: Telecom Revenue Increased by 119% for Q3
------------------------------------------------------
FTE Networks, Inc., provided a business update for the third
quarter ending Sept. 30, 2016.
Third Quarter 2016 Highlights:
* Telecommunications revenue increased 119% to $3.8 million
compared to the same period last year
* Gross profit increased 159% to $1.4 million compared to the
same period last year
* Gross margin improved to 37% compared to 14% for the same
period last year
* Achieved positive income from operations for the third
quarter of 2016
* $55 Million revenue guidance for 2017
* Awarded contract valued up to $12 million by a global
telecommunications company over the next 12 months to support
a fiber network
* Signed a services agreement with a competitive local exchange
carrier (CLEC) to expand fiber infrastructure services in the
East and Midwest regions
* Launched new network service platform powered by Compute-to-
the-Edge
2016: A Successful Turnaround
"FTE has continued its upward trajectory by increasing telecom
revenue by 119% to $3.8 million compared to the same period last
year, and a total revenue increase of 17% quarter over quarter,"
stated Mr. Michael Palleschi, chairman and chief executive officer
of FTE Networks. "Our growth was due to management's continued
focus on expanding our high margin, recurring infrastructure
services revenues reflecting the deliberate shift away from our
legacy staffing business. We've improved gross margins quarter
over quarter with a 23% increase during the same period last year.
As a result, we have achieved positive income from operations, a
major turning point for our company. We anticipate that we will
finish the year strong and continue incremental growth quarter over
quarter throughout 2017 and beyond. We continue to add new
contracts and expand into new markets, in order to support our
revenue guidance of $55 million for 2017."
Mr. David Lethem, chief financial officer of FTE Networks, added,
"Our strategy to target high-margin, recurring lines of business
combined with an aggressive cost-cutting campaign served as
catalysts to achieving overall operating profitability. Going
forward, we will continue to pursue accretive growth opportunities
through mergers and acquisitions designed to solidify our position
as a leader in the infrastructure solutions business segments, as
well as accelerate the launch of our new Managed Services
platform."
Mr. Palleschi, continued, "The past few years have been a time of
dramatic technological change for our industry with the explosive
growth of data usage powered by video and new technologies, such as
augmented reality, that are causing significant strain on the
capacity of today's networks. To drive the next generation of our
business and capitalize on expertise of designing and building
networks, in September we announced a first-in-kind managed network
services platform powered by compute-to-the-edge. The new
platform, designed to address constrained network capacity and high
latency associated with current network infrastructure, provides
customers with future modernization capabilities, multiple ways to
create and monetize new services, and control of the network to
directly influence customer satisfaction."
The first pillar of this new managed services platform will be
tailored for the REIT and developer market, enabling a real-time
connected experience for residents, employees and visitors. The
platform is purpose-designed to provide a base infrastructure for
"smart building" conversion, including the automation of building
management systems, such as HVAC and utilities, while supporting
new applications and IoT devices that require extremely low latency
and reliable network availability. FTE plans to introduce a
similar edge computing service for the commercial data market in
2017.
About FTE Networks
FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint. Since its inception, FTE Networks has steadily
advanced its management, operational and technical capabilities to
become a leading provider of services to the telecommunications
and wireless sector with a focus on turnkey solutions. FTE
Networks provides a comprehensive array of services centered on
quality, efficiency and customer service.
FTE Networks reported a net loss attributable to common
shareholders of $3.63 million on $14.4 million of revenues for the
year ended Sept. 30, 2015, compared to net income of $436,000 on
$16.9 million of revenues for the year ended Sept. 30, 2014.
As of June 30, 2016, FTE Networks had $9.69 million in total
assets, $19.95 million in total liabilities, $437,380 in total
temporary equity, and a total stockholders' deficiency of
$10.7 million.
FUNCTION(X) INC: Incurs $7.55 Million Net Loss in Sept. 30 Quarter
------------------------------------------------------------------
Function(x) Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $7.55
million on $659,000 of revenues for the three months ended Sept.
30, 2016, compared to a net loss of $13.41 million on $922,000 of
revenues for the three months ended Sept. 30, 2015.
As of Sept. 30, 2016, Function(x) had $33.07 million in total
assets, $27.51 million in total liabilities and $5.55 million in
total stockholders' equity.
EBITDA for the Company for the three months ended Sept. 30, 2016,
was a loss of $2.693 million, which is an improvement from a loss
of $7.292 million for the same period in 2015. EBITDA for the
Publishing Segment was a loss of $1.633 million for the three
months ended Sept. 30, 2016, which represents a material
improvement from the loss of $6,756,000 for such segment in the
prior year. Without expenses of $659,000, which management has
determined are operational expenses that the Company does not
anticipate to affect the financials going forward, the loss in
EBITDA for the Publishing Segment would have been $973,000. These
unusual operational expenses include stock compensation, costs
associated with our ongoing S-1, costs associated with the
acquisition of Rant, and one time marketing expense. Additionally,
the Company has not included an incremental $173,000 of cost
savings that were not fully realized in the quarter which the
Company expects to impact its financials going forward; giving
effect to these cost savings would further reduce the loss of
$973,000 above to $800,000.
"This past quarter confirms the opportunity we believed existed
when we reshaped FNCX," said Robert FX Sillerman, executive
chairman and chief executive officer. "With an even stronger
October behind us I am now convinced that the path we are on is the
right one, and as such my willingness to convert my approximate $35
million of Preferred into common stock in the near future remains
strong. The continued improvement of our operations in the quarter
and my conversion of debt to preferred equity, resulting in a
stronger balance sheet, provide the basis for us to exploit the
robust opportunity in front of us. Although we have continuing
defaults under our debentures, we are working to resolve the
matter. As our cash drain continues to decrease, I continue to
demonstrate my commitment to our efforts and fund the Company's
needs."
"The excitement and potential that I saw in the company as a Board
Member is coming to fruition, and the hard work and dedication of
the team will continue to drive the success of the business and
allow for us to achieve our long term goals," said Birame Sock,
president and COO.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/27qyp3
About Function(x)Inc.
Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified
media and entertainment company. The Company conducts three lines
of businesses, which are digital publishing through Wetpaint.com,
Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming
through DraftDay Gaming Group, Inc. (DDGG), and digital content
distribution through Choose Digital, Inc. (Choose Digital). The
Company's segments include Wetpaint, which is a media channel
reporting original news stories and publishing information content
covering television shows, music, celebrities, entertainment news
and fashion; Choose Digital, which is a business-to-business
platform for delivering digital content; DDGG, which is a
business-to-business operator of daily fantasy sports, and Other.
The Company's digital publishing business also includes Rant, which
is a digital publisher that publishes original content in over 13
verticals, such as in sports, entertainment, pets, cars and food.
The Company incurred a net loss of $63.68 million for the year
ended June 30, 2016, compared to a net loss of $78.53 million for
the year ended June 30, 2015.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended June
30, 2016, citing that the Company has suffered recurring losses
from operations and at June 30, 2016, has a deficiency in working
capital that raise substantial doubt about its ability to continue
as a going concern.
GARDEN FRESH: Creditors' Panel Hires Drinker Biddle as Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Garden Fresh
Restaurant Intermediate Holding, LLC, et al., seeks authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain Drinker Biddle & Reath LLP as co-counsel for the Committee,
nunc pro tunc to October 20, 2016.
The Committee requires Drinker Biddle to:
a. attend the meetings of the Committee;
b. review financial and operational information furnished by
the Debtors to the Committee;
c. investigate and determine the value of unencumbered
assets;
d. analyze and negotiate the budget and the terms of the
debtor-in- possession financing;
e. assist in the efforts to sell assets or equity of the
Debtors in a manner that maximizes the value for creditors;
f. analyze the proposed chapter 11 plan and negotiate a
recovery for the holders of general unsecured claims;
g. review and investigate the liens of purported secured
parties;
h. review and investigate prepetition transactions in which
the Debtors and/or their insiders were involved;
i confer with the Debtors' management, counsel and financial
advisors;
j review the Debtors' schedules, statements of financial
affairs and business plan;
k. advise the Committee as to the ramifications regarding all
of the Debtors’ activities and motions before this Court;
l. file appropriate pleadings on behalf of the Committee;
m. review and analyze the Debtors' financial professionals'
work product and report to the Committee on that analysis;
n. provide the Committee with legal advice in relation to the
chapter 11 cases;
o. act as conflicts counsel on matters wherein Kelley Drye may
determine that it has a potential or actual conflict of interest;
p. prepare various applications and memoranda of law
submitted to the Court for consideration; and
q. perform other legal services for the Committee as may be
necessary or proper in these proceedings.
Drinker Biddle lawyers who will work on the Debtors' cases and
their hourly rates are:
Robert K. Malone, Partner $800
Steven Kortanek, Partner $745
Andrew J. Flame, Partner $660
Brian P. Morgan, Associate $485
Joseph N. Argentina, Associate $430
Ravi Vohra, Associate $375
Andrew J. Groesch, Paralegal $340
Jane L. Gorman, Paralegal $295
Drinker Biddle will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Steven K. Kortanek, partner at the law firm of Drinker Biddle &
Reath LLP, assured the Court that the firm does not represent any
interest adverse to the Debtors and their estates.
The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:
-- Drinker Biddle did not represent the Committee in the 12
months prepetition. Drinker Biddle may represent in the future
certain Committee members and/or their affiliates in their
capacities as official committee members in other chapter 11
cases.
-- The Committee has approved prospective budget and staffing
plan for the period from October 20, 2016 through December 31,
2016.
Drinker Biddle can be reached at:
Steven K. Kortanek, Esq.
Joseph N. Argentina, Esq.
Robert K. Malone
Drinker Biddle & Reath LLP
222 Delaware Avenue, Suite 1410
Wilmington, DE 19801-1621
Tel: (302) 467-4200
Fax: (302) 467-4201
About Garden Fresh
Founded in 1978 and headquartered in San Diego, CA, Garden Fresh
owns of 123 Souplantation and Sweet Tomatoes restaurants across 15
states. Garden Fresh has 5,500 employees, approximately 5,000 of
whom are employed on an hourly basis.
Garden Fresh Restaurant Intermediate Holding, LLC, and
its
affiliates filed chapter 11 petitions (Bankr. D. Del. Case
Nos.
16-12174 to 16-12178) on Oct. 3, 2016. The petitions were
signed by
John D. Morberg, chief executive officer.
The Debtors have hired Morgan, Lewis & Bockius LLP as
general
counsel; Young, Conaway, Stargatt & Taylor, LLP as local
counsel; Piper Jaffray Companies as financial advisor; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.
At the time of the filing, Garden Fresh Restaurant
Intermediate
Holdings estimated assets and debts at $0 to
$50,000.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 13, 2016,
appointed five creditors of Garden Fresh Restaurant Intermediate
Holdings, LLC, et al., to serve on the official committee of
unsecured creditors.
GARDEN FRESH: Creditors' Panel Hires Kelley Drye as Lead Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Garden Fresh
Restaurant Intermediate Holding, LLC, et al., seeks authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain Kelley Drye & Warren LLP as lead counsel for the Committee,
nunc pro tunc to October 13, 2016.
The Committee requires Kelley Drye to:
a. advise the Committee with respect to its rights, duties
and powers in these cases;
b. assist and advise the Committee in its consultations
with the Debtors in connection with the administration of these
cases;
c. assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors, operation of the Debtors' business and the desirability of
continuing or selling such business and/or assets, any proposed
chapter 11 plan, and any other matter relevant to these cases;
d. assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims, including analysis of possible
objections to the priority, amount, subordination, or avoidance of
claims and/or transfers of property in consideration of such
claims;
e. advise and represent the Committee in connection with
matters generally arising in these cases, including the sale of
assets, the Debtor' post-petition financing and use of cash
collateral, and the rejection or assumption of executory contracts
and unexpired leases;
f. appear before the Bankruptcy Court, and any other
federal, state or appellate court;
g. prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda, complaints,
objections, and responses to any of the foregoing; and
h. perform such other legal services as may be required or
are otherwise deemed to be in the interests of the Committee in
accordance with the Committee’s powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.
Kelley Drye will be paid at these hourly rates:
Partners $520-$840
Counsel $465-$720
Associates $370-$670
Paraprofessionals $175-$35
Kelley Drye will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eric Wilson, member of the law firm of Kelley Drye & Darren LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:
-- Kelley Drye did not represent the Committee in the 12 months
repetition. Kelley Drye has represented other committees in the 12
months repetition in bankruptcy cases.
-- The Committee has approved prospective budget and staffing
plan for the period of October 13 through December 31, 2016.
Kelley Drye can be reached at:
Eric Wilson, Esq.
Jason R. Adams, Rsq.
LaurenS. Schlussel
Kelley Drye & Darren LLP
101 Park Avenue
Tel: (212)808-7800
Fax: (212) 808-7879
About Garden Fresh
Founded in 1978 and headquartered in San Diego, CA, Garden Fresh
owns of 123 Souplantation and Sweet Tomatoes restaurants across 15
states. Garden Fresh has 5,500 employees, approximately 5,000 of
whom are employed on an hourly basis.
Garden Fresh Restaurant Intermediate Holding, LLC, and
its
affiliates filed chapter 11 petitions (Bankr. D. Del. Case
Nos.
16-12174 to 16-12178) on Oct. 3, 2016. The petitions were
signed by
John D. Morberg, chief executive officer.
The Debtors have hired Morgan, Lewis & Bockius LLP as
general
counsel; Young, Conaway, Stargatt & Taylor, LLP as local
counsel; Piper Jaffray Companies as financial advisor; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.
At the time of the filing, Garden Fresh Restaurant
Intermediate
Holdings estimated assets and debts at $0 to
$50,000.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 13, 2016,
appointed five creditors of Garden Fresh Restaurant Intermediate
Holdings, LLC, et al., to serve on the official committee of
unsecured creditors.
GARDEN FRESH: Creditors' Panel Hires Province as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Garden Fresh
Restaurant Intermediate Holding, LLC, et al., seeks authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain Province, Inc., as financial advisor for the Committee, nunc
pro tunc to October 17, 2016.
The Committee requires Province to:
a. assist the Committee in reviewing the Debtors' financial
reports, including, but not limited to, Statements of Financial
Affairs, Schedules of Assets and liabilities, cash budgets, and
Monthly Operating Reports;
b. analyze short-term liquidity and proposed DIP financing
to allow for implementation of the proposed sale process;
c. analyze the Debtors' post exit cash flow projections and
capital structure;
d. become familiar with and analyze the Debtors' asset
purchase agreement;
e. monitor the sale process, interface with the Debtors'
professionals, and advise the committee regarding the process;
f. ensure all applicable wind-down costs, administrative and
priority items and cure costs have been properly addressed;
g. assess the appropriate capital structure and operating
footprint on a post- sale basis;
h. represent and advise the Committee on the current state
of these chapter 11 Cases;
i. represent the Committee in negotiations with the Debtor
and third parties as necessary;
j. if necessary, participate in hearings before the
bankruptcy court with respect to matters upon which Province has
provided advice; and
k. other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by Province.
Province has agreed to a blended flat rate of $400 per hour, and
will not charge for non-working travel time hours.
Province's Standard hourly rates:
Principal $660-$700
Director / Managing Director $470-$620
Senior Associate / Associate $330-$460
Analyst $250-$320
Para professional $100
Province will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Paul Huygens, CPA, principal with the firm of Province Inc.,
assured the Court that the firm does not represent any interest
adverse to the Debtors and their estates.
Province can be reached at:
Paul Huygens, CPA
Province Inc.
2360 Corporate Circle, Suite 330
Henderson, NV 89074
Phone: 702.685.5555 Ext.700
702.685.5557
Fax: 702.685.5556
About Garden Fresh
Founded in 1978 and headquartered in San Diego, CA, Garden Fresh
owns of 123 Souplantation and Sweet Tomatoes restaurants across 15
states. Garden Fresh has 5,500 employees, approximately 5,000 of
whom are employed on an hourly basis.
Garden Fresh Restaurant Intermediate Holding, LLC, and
its
affiliates filed chapter 11 petitions (Bankr. D. Del. Case
Nos.
16-12174 to 16-12178) on Oct. 3, 2016. The petitions were
signed by
John D. Morberg, chief executive officer.
The Debtors have hired Morgan, Lewis & Bockius LLP as
general
counsel; Young, Conaway, Stargatt & Taylor, LLP as local
counsel; Piper Jaffray Companies as financial advisor; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.
At the time of the filing, Garden Fresh Restaurant
Intermediate
Holdings estimated assets and debts at $0 to
$50,000.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 13, 2016,
appointed five creditors of Garden Fresh Restaurant Intermediate
Holdings, LLC, et al., to serve on the official committee of
unsecured creditors.
GCA SERVICES: S&P Affirms 'B' CCR & Revises Outlook to Negative
---------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on Cleveland-based GCA Services Group Inc. S&P revised the
outlook to negative from stable.
S&P also affirmed its 'B' issue-level rating on the company's
$615 million first-lien facilities, including the $100 million
revolver due 2021 and $515 million term loan due 2023. The
recovery rating on the first-lien facility remains '3', indicating
S&P's expectation for lenders to receive meaningful (50%-70%, at
the low end of the range) recovery in the event of a payment
default. In addition, S&P affirmed its 'CCC+' issue-level rating
to the company's $160 million second-lien term loan due 2024. The
recovery rating remains '6', indicating S&P's expectation for
lenders to receive negligible (0%-10%) recovery in the event of a
payment default.
S&P estimates the company had $700 million of debt outstanding as
of Sept. 30, 2016.
"The outlook revision reflects our expectations for
slower-than-expected top line growth, as GCA faces tougher
competition in its key educational segment (K-12 and higher
education institutions), particularly in the higher education
segment," said S&P Global Ratings credit analyst Suyun Qu. "We
project this will delay any material reduction in financial
leverage, which remains high following the recent leveraged buyout
by private entity partners Thomas H. Lee Partners and Goldman Sachs
at the beginning of this year."
S&P's rating on GCA also reflects the company's position as a niche
player, with a focus on janitorial and custodial services
predominately, in the fragmented and competitive outsourced
facilities management services industry. Although the industry has
low barriers to entry, it benefits from low capital intensity and
relatively stable margins.
The negative outlook reflects S&P's expectation that a tougher
competitive environment could impair GCA's ability to grow its top
line as previously expected, making it more challenging for GCA to
reduce leverage to around or below 7.5x over our forecast horizon.
S&P could revise its outlook to stable if the company's growth in
2017 tracks our expectations and the company utilizes its excess
cash flow to reduce debt such that debt-to-EBITDA improves to the
low-7x area by the end of 2017. For this to happen, S&P expects
the company to stem declines in its commercial segment and
demonstrate higher volume of customer wins compared to 2016 in its
education segments.
GCI INC: S&P Assigns 'BB+' Rating on Sr. Secured Facility
---------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '1'
recovery rating to Anchorage, Alaska-based diversified
telecommunications provider GCI Inc.'s senior secured credit
facility, which consists of a $215 million term loan A due 2021, a
$246 million term loan B due 2022, and a $200 million revolving
credit facility due 2021. The facility will be issued by
wholly-owned subsidiary GCI Holdings Inc. The '1' recovery rating
indicates S&P's expectation for very high (90%-100%) recovery in
the event of payment default.
GCI will use proceeds from the term loans to refinance its existing
senior secured credit facilities, and pay related fees and
expenses.
S&P expects EBITDA to decline around 5%-10% in 2016 due to the loss
of roaming revenue from Verizon. Still, the refinancing results in
modestly lower levels of debt such that adjusted debt to EBITDA
will remain in the mid-4x area in 2016. As such, the 'BB-'
corporate credit rating and stable outlook on GCI are unchanged.
RATINGS LIST
GCI Inc.
Corporate Credit Rating BB-/Stable/--
New Rating
GCI Holdings Inc.
Senior Secured
$215 mil. term loan A due 2021 BB+
Recovery Rating 1
$246 mil. term loan B due 2022 BB+
Recovery Rating 1
$200 mil. revolver due 2021 BB+
Recovery Rating 1
GEIGER DEVELOPMENT: Somerset Trust Files Liquidating Plan
---------------------------------------------------------
Somerset Trust Co. filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania its proposed Chapter 11 plan of
liquidation for Geiger Development Corp.
The liquidating plan proposes an auction of Geiger's real property
(approximately 535 acres of land) located at 153 Green Acres Road
in Somerset, Pennsylvania.
Somerset, a secured creditor, will take part at the auction, which
will be conducted at the hearing to consider confirmation of the
liquidating plan. Geiger will be formally dissolved following
confirmation of the plan and the sale of the property.
Under the plan, Class 2 general unsecured creditors will receive a
pro rata share of any excess sale proceeds to the extent Somerset
is not the winning bidder at the auction.
In case Geiger owns any personal property that is not de minimus in
value, the property will be subject to sale at the court hearing.
Proceeds from the sale will be distributed on a pro rata basis to
Class 2 general unsecured creditors, according to the disclosure
statement filed on November 8.
A copy of the disclosure statement is available for free at
https://is.gd/x7IIvk
About Geiger Development
Geiger Development, Corp., based in Friedens, Pa., filed a Chapter
11 petition (Bankr. W.D. Pa. Case No. 16-70427) on June 2, 2016.
The petition was signed by Larry Mostoller, Jr., secretary and
treasurer. In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities.
The Hon. Jeffery A. Deller presides over the case. Robert O Lampl,
Esq., serves as counsel to the Debtor.
An official committee of unsecured creditors has not yet been
appointed.
GLOBALLOGIC'S HOLDINGS: Moody's Raises CFR to B2; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded GlobalLogic's Holdings, Inc.'s
(GL) corporate family rating to B2, affirmed the B2-PD probability
of default rating and assigned a B1 rating to its proposed senior
secured credit facilities. The outlook remains stable.
Proceeds from the proposed $300 million senior secured term loan B
will be used to i) repay the existing $25 million senior secured
revolver balance of about $5 million, ii) refinance the existing
approximately $155.6 million senior secured term loan B, iii) pay
about $129.4 million (leaving about $97.8 million outstanding) of
the senior unsecured PIK shareholder note (unrated) and iv) put
about $10 million of cash to the balance sheet. There will also be
a new $50 million senior secured revolving credit facility, which
is expected to be undrawn at closing.
RATINGS RATIONALE
The upgrade of the corporate family rating (CFR) to B2 from B3
reflects GlobalLogic's strong double digit revenue and EBITDA
growth since its LBO in 2013, as well as the anticipated partial
pay down of their high interest bearing PIK shareholder note. The
rating also reflects favorable industry dynamics in which the
outsourced product development segment should outpace the overall
IT services market. Further, GlobalLogic's long-standing
relationships with its blue chip customer base should provide a
recurring base of revenues. The high client retention rate
reinforces the value of lower cost R&D solutions in a functional
area characterized by high engineering costs. Moody's anticipates
annual revenue growth in the low teens over the next year. The
ratings also incorporate the company's i) high leverage of about
6x, ii) small scale relative to larger and financially stronger
information technology (IT) service and outsourcing providers, and
iii) continued need for investment in sales and marketing costs and
new program ramps.
Liquidity is good based on a cash balance of about $46 million and
an undrawn $50 million senior secured revolver at closing. For
2017 we expect FCF of about $20 million and significant
availability under the revolver. Moody's anticipates adequate
cushion under the financial covenants of the senior secured credit
facilities. The new senior secured term loan B is anticipated to
amortize 1% per annum with a bullet due at maturity.
The stable outlook reflects our expectation that GlobalLogic will
generate low teen revenue growth in FY 2017, EBITDA margins of
about 20%, and annual FCF of at least $20 million. Moody's also
expects debt to EBITDA to improve to below 5.5x over the next 12
months.
The ratings could be upgraded if GlobalLogic were to significantly
increase its scale, generate FCF to debt in the high single digits
and if adjusted debt to EBITDA is sustained below 4.5x.
The ratings could experience downward rating pressure if
GlobalLogic's total revenue grows at a rate below that of the IT
services industry, liquidity deteriorates, a loss of a couple of
major customers or adjusted debt to EBITDA leverage ratio exceeds
6x on a sustained basis.
Issuer - GlobalLogic Holdings, Inc.
These ratings were upgraded:
Corporate Family Rating -- B2 from B3
These ratings were affirmed:
Probability of Default Rating -- B2-PD
These ratings were assigned:
New Senior Secured Revolver -- B1 (LGD 3)
New Senior Secured Term Loan B -- B1 (LGD 3)
These ratings will be withdrawn (upon the new debt closing):
Existing Senior Secured Revolver -- B1 (LGD 3)
Existing Senior Secured Term Loan B -- B1 (LGD 3)
Outlook – Stable
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
GlobalLogic Holdings Inc. is a global outsourced provider of
product development services, with revenues of about $374 million
for LTM Sept. 30, 2016.
GMI USA: Files Ch. 11 Plan of Liquidation
-----------------------------------------
GMI USA Management, Inc., and its affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York a blacklined
version of their proposed third amended joint plan of liquidation
and third amended disclosure statement.
The Plan provides that a Liquidating Trust is to be created as of
the Effective Date, or as soon as reasonably practical thereafter.
All property of the Estates constituting the Liquidating Trust
Assets are to be conveyed and transferred by the Debtors or
Liquidating Debtor to the Liquidating Trust on the Effective Date,
free and clear of all interests, Claims, Liens and encumbrances.
The proceeds of the Liquidating Trust Assets will then be shared
with holders of Allowed Claims as set forth in the Plan, the
Liquidating Trust Agreement, and Settlement Agreement.
On the Effective Date, unless otherwise agreed by a holder of an
Allowed General Unsecured Claim, each holder of an Allowed General
Unsecured Claim shall become entitled to receive, on account of
such Allowed General Unsecured Claim, its Ratable Proportion of
distributions from the Liquidating Trust as provided by this Plan,
the Liquidating Trust Agreement, and the Settlement Agreement.
Pursuant to the Settlement Agreement, Francolin has agreed that
one-half of the distributions from the Liquidating Trust shall be
distributed ratably on account of all Allowed General Unsecured
Claims, excluding the Francolin Prepetition Claim, and one-half of
the distributions from the Liquidating Trust shall be distributed
ratably on account of all Allowed General Unsecured Claims,
including the Francolin Prepetition Claim.
All property of the Estates constituting the Liquidating Trust
Assets shall be conveyed and transferred by the Debtors or
Liquidating Debtor to the Liquidating Trust on the Effective Date,
free and clear of all interests, Claims, Liens and encumbrances.
Class 3 - General Unsecured Claims totaling $245 million to $258
million will be paid their Ratable Proportion of distributions as
follows: (1) one-half of the distributions on account of all
Allowed General Unsecured Claims, excluding the Francolin
Prepetition Claim, and (2) one-half of the distributions on account
of all Allowed General Unsecured Claims, including the Francolin
Prepetition Claim.
The Third Amended Plan specifically adds the following exculpation
provision:
"The Committee, the members of the Committee, the postpetition
directors and management of the Debtors (to be identified in a Plan
Supplement to be filed prior to the Confirmation Hearing) and the
professionals for each of them shall be entitled to such
protections as are available to them under: (i) applicable law (ii)
prior Orders of Bankruptcy Court; and (iii) the Bankruptcy Code,
including, without limitation, sections 1103 and 1125(e); provided,
however, that no such party shall be released from any act or
omission that constitutes fraud, gross negligence, intentional
breach of fiduciary duty, willful misconduct or any criminal act,
as determined by a Final Order, and nothing in the Plan shall limit
the liability of professionals to their clients under applicable
state or federal laws or rules regulating the conduct of such
professionals, including, without limitation, N.Y. Comp. Codes R. &
Regs. tit. 22 Section 1200.8 Rule 1.8(h)(1) (2009)."
A blacklined version of the Third Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/nysb15-12552-427.pdf
The Disclosure Statement was filed by John P. Melko, Esq., Sharon
M. Beausoleil, Esq., and Michael K. Riordan, Esq., at Gardere Wynne
Sewell LLP, in Houston, Texas, on behalf of the Debtors.
About GMI USA Management
GMI USA Management, Inc., Global Maritime Investments Cyprus
Limited, Global Maritime Investments Holdings Cyprus Limited,
Global Maritime Investments Resources (Singapore) Pte. Limited and
Global Maritime Investments Vessel Holdings Pte Ltd filed Chapter
11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 15-12552 to
15-12556) on Sept. 15, 2015.
The Debtors are engaged in three segments of the dry bulk shipping
markets, utilizing Freight Forward Agreements, physical "trading"
or supplying of ships for hire, and management of a dry bulk
shipping pool on behalf of ships owned directly or indirectly by
the Debtors, as well as for third party owners.
Debtor GMI USA Management is a recently formed New York
corporation. All of the other Debtors are foreign corporations
based in either Singapore or Cyrus.
Global Maritime Investments Holdings Cyprus Limited is a holding
company that owns 100% of the outstanding shares of each of (i)
Debtor GMI USA Management, Inc., (ii) Debtor Cyprus Tradeco, (iii)
Debtor Vessel Holdings and (iv) non-Debtor GMI Panamax Pool
Limited.
The Debtors estimated assets in the range of $1 million to $10
million and liabilities of at least $100 million.
The Debtors tapped Gardere Wynne Sewell, LLP, as counsel, and AMA
Capital Parnters as financial advisor.
The U.S. Trustee for Region 2 appointed three creditors of GMI USA
Management Inc. and its affiliated debtors to serve on the official
committee of unsecured creditors. Faegre Baker Daniels LLP serves
as counsel to the Committee.
GR HOSPITALITY: Best Western Opposes Approval of Plan Outline
-------------------------------------------------------------
Best Western International, Inc., asked a bankruptcy court to deny
approval of the disclosure statement, which explains the Chapter 11
plan of reorganization proposed by GR Hospitality Management, LLC.
In a filing with the U.S. Bankruptcy Court for the Northern
District of Texas, the company criticized GR Hospitality for not
disclosing whether it would assume or reject their membership
agreement.
The agreement allows GR Hospitality to use Best Western trademarks
and logo in operating its hotel in Graham, Texas.
"Whether debtor intends to assume or reject the agreement has great
importance to Best Western because it determines whether Best
Western will remain in an ongoing business relationship with
debtor," said the company's attorney, Eric Van Horn, Esq., at
McCathern PLLLC.
Under the plan, Class 8 general unsecured claims will be paid over
12 months. The total amount of claims in this class is estimated
at $60,978.64.
Best Western can be reached through:
Eric M. Van Horn, Esq.
McCathern PLLLC
3710 Rawlins Street, Suite 1600
Dallas, TX 75219
Phone: 214-741-2662
Fax: 214-741-4717
Email: ericvanhorn@mccathernlaw.com
-- and --
Craig Solomon Ganz, Esq.
Michael S. Myers, Esq.
Ballard Spahr LLP
1 East Washington Street, Suite 2300
Phoenix, AZ 85004
Phone: 602-798-5400
Fax: 214-798-5595
Email: ganzc@ballardspahr.com
Email: myersms@ballardspahr.com
About GR Hospitality
GR Hospitality Management, LLC, operates the Best Western Plus
Graham Inn located in Graham, Texas. GR Hospitality filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-70179) on June 6,
2016. The petition was signed by Kirnbir S. Grewal, president.
The case is assigned to Judge Harlin DeWayne Hale. At the time of
the filing, the Debtor estimated its assets and liabilities at $1
million to $10 million. The Debtor is represented by Joyce W.
Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC.
The Debtor first commenced a Chapter 11 bankruptcy proceeding with
the Court on June 30, 2010. That filing resulted in the Debtor
confirming a Third Amended Plan of Reorganization on May 24, 2011.
GRADE-CO LLC: Exit Plan to Pay Unsecureds in Full Over 72 Months
-----------------------------------------------------------------
Unsecured creditors will be paid in full of their allowed claims
under a plan proposed by Grade-Co, LLC to exit Chapter 11
protection.
The restructuring plan proposes to pay 100% of the allowed general
unsecured claims in Class 6. Grade-Co will pay 25% of the allowed
claims in approximately equal calendar quarterly payments within
the 24 months after the effective date of the plan. The payments
will be allocated pro-rata among all creditors in Class 6.
Grade-Co will pay the remaining 75% of the allowed claims in
approximately equal calendar quarterly payments from month
twenty-five after the effective date through month seventy-two.
The payments will be allocated pro-rata.
Payments to Class 6 will start on the first of these dates to
arrive at least 60 days after the effective Date: March 15, June
15, September 15, or December 15.
The restructuring plan will be funded from income generated from
Grade-Co's operations, according to the disclosure statement filed
on November 8 with the U.S. Bankruptcy Court for the Southern
District of Texas.
A copy of the disclosure statement is available for free at
https://is.gd/JaWxeE
About Grade-Co, LLC
Grade-Co, LLC is a Texas limited liability company with its
principal place of business at 26910 Holly Lord, Magnolia. The
Debtor provides land grading and excavation services.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 16-32405) on May 5, 2016. The petition was signed by
Carl Mittelstedt, managing member. The Debtor is represented by
Reese W. Baker, Esq. at Baker & Associates.
The Debtor estimated assets of $100,001 to $500,000 and estimated
debts of $100,001 to $500,000.
GRINDING MEDIA: Moody's Assigns B2 CFR & Rates $725MM Notes B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating (PDR) to Grinding Media Inc.
(Moly-Cop). In addition, Moody's assigned a B2 rating to the
company's proposed $725 million senior secured notes, which is
commensurate with the corporate family rating since it will account
for all of the debt in the company's capital structure. The
proceeds from the note offering will be used to partially fund the
acquisition of Moly-Cop by American Industrial Partners. The
ratings outlook is stable. This is the first time Moody's has
rated Grinding Media Inc.
Assignments:
Issuer: Grinding Media Inc.
Corporate Family Rating, Assigned B2;
Probability of Default Rating, Assigned B2-PD;
$725 million senior secured notes B2 (LGD4).
Outlook Actions:
Issuer: Grinding Media Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
The B2 corporate family rating reflects Moly-Cop's modest interest
coverage, relatively small size versus other worldwide
manufacturers of steel products, lack of end-market diversification
and moderate customer concentration. The company is dependent on
the cyclical mining sector for almost all of its revenues, and is
particularly exposed to copper mining, which accounted for 64% of
fiscal 2016 (ended June 2016) grinding media sales volume. In
addition, the company has moderate customer diversity with about
15%-20% percent of its revenues generated by its top 2 customers
and about 45%-50% from its top 10 customers in some years.
However, Moly-Cop's rating is supported by the good long-term
relationships it has developed with several well-established, blue
chip customers, as well as its moderate leverage, good geographic
diversity, leading market share and the recurring nature of its
revenues. Moly-Cop sells products that wear down over time,
require continuous replenishment and are critical in the processing
of minerals. Its rating is also supported by the expectation for
continued growth in the production and demand for copper. Copper
production has increased for 13 consecutive years and continued
growth is expected in the near term. Moly-Cop's low capital
spending requirements, expectations for positive free cash flow and
its adequate liquidity profile are also reflected in the rating.
Moody's expects Moly-Cop's end market demand to improve in fiscal
2017 (ends June 2017) since its copper mining customers are
expected to increase production in the near term. The company's
product pricing is also likely to increase in 2017 due to the
recent rise in steel prices, but will remain volatile. Therefore,
the company should produce revenues of around $1.1 billion. It is
also expected to maintain historical levels of profitability, with
EBITDA margins in the mid-double digit range as it implements cost
savings and efficiency improvement initiatives that more than
offset the additional costs of operating as an independent entity.
That will result in a leverage ratio (Debt/EBITDA) of about 4.5x
and an interest coverage ratio (EBIT/Interest Expense) of around
2.0x including Moody's standard adjustments. These metrics will
remain supportive of the B2 corporate family rating.
Moly-Cop's pro forma liquidity should be adequate and it will have
no near term debt maturities. The company plans to establish a
$125 million asset-based lending facility that will mature in 2022
and has no plans to draw on the facility. The company should
generate positive free cash flow in fiscal 2017 since it has
recently invested in new capacity and shouldn't need additional
capacity in the near term. It will have the option to use its free
cash to redeem up to 10% of the senior secured notes at 103% of par
value during any 12-month period prior to the three year
anniversary of the acquisition of Moly-Cop by American Industrial
Partners.
The stable outlook presumes the company's operating results will
moderately improve over the next 12 to 18 months. It also assumes
the company's credit metrics will remain relatively stable and it
will carefully balance its leverage with any growth strategies.
The ratings are not likely to be upgraded in the near term
considering the company's modest size and lack of end market
diversity. The company would need to maintain stable margins, a
leverage ratio below 4.0x, an interest coverage ratio above 2.5x
and generate consistently positive free cash flow for an upgrade to
be considered.
Negative rating pressure could develop if deteriorating operating
results, debt financed acquisitions or shareholder dividends result
in the leverage ratio rising above 5.5x or cash flow from
operations declining below 10% of outstanding debt. A significant
reduction in borrowing availability or liquidity could also result
in a downgrade.
The principal methodology used in these ratings was "Global Steel
Industry" published in October 2012.
Grinding Media Inc. (Moly-Cop) has its North American headquarters
in Kansas City, Missouri. The company is a global manufacturer and
supplier of forged steel grinding media used extensively in the
processing of copper, gold and other minerals. Its products
include steel balls and grinding rods, which are primarily sold to
customers located in North and South America and Australasia. The
company also produces railway wheels and other steel products that
are used mostly in the mining sector. The company generated
revenues of approximately $1 billion for the trailing 12-month
period ended Aug. 31, 2016. American Industrial Partners has
executed an agreement to acquire Moly-Cop from Arrium and will be
the majority owner of the company when the deal closes in early
2017.
GRX LLC: S&P Assigns BB Rating on Class A Notes
-----------------------------------------------
S&P Global Ratings assigned its ratings to GRx LLC's $197.4 million
deferrable interest notes.
The note issuance is a repack of the Drug Royalty II L.P. 1 series
2014-1 transaction's equity interests. Drug Royalty II L.P. 1
series 2014-1 is backed by royalty revenue from 31 royalty streams
on 14 patent-protected drugs and technologies.
The ratings reflect:
-- The likelihood that ultimate interest and principal payments
will be made on or before the legal final maturity date.
-- The drug marketers' and distributors' estimated credit
quality.
-- The expected value of the collateral's cash flow, which
consists of royalty payments from U.S. Food and Drug
Administration, European Medicines Agency, and/or Japan's
Ministry of Health Labor and Welfare approved drugs or
patent-protected technologies.
-- The transaction's legal and payment structures.
-- DRI Capital Inc.'s servicing ability.
-- The interest rate cap with Wells Fargo Bank N.A. and the
currency hedges with Morgan Stanley Capital Services and
Wells Fargo Bank.
-- The liquidity reserve account in the parent transaction,
which will have a target balance of the maximum of six
months' interest payments, or $1 million.
-- The overcollateralization available in the parent
transaction, which provides credit support to the notes.
RATINGS ASSIGNED
GRx LLC
Class Rating Amount
(mil. $)
A BB (sf) 58.1
B B (sf) 139.3
E NR 127.5
NR--Not rated.
HENRY S. FITZGERALD: Income Tax Claim To Be Paid in 60 Months
-------------------------------------------------------------
Henry S. Fitzgerald filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia, Alexandria Division, a disclosure
statement accompanying his plan of reorganization dated Nov. 15,
2016.
As the result of the discharge granted the Debtor in his earlier
Chapter proceeding, the Debtor has no unsecured debts, other than
for utilities and the like, which accrue small charges day by day,
which are all paid in ordinary course.
Class 1 is a claim for federal taxes on Debtor's income for two
taxes years in the amount of $22,478. That claim is undisputed.
That claim will be paid in 60 equal monthly installments of $374,
plus interest on the unpaid balance accrued at 4% per annum.
There is one claim, which is secured by a deed trust encumbering
real estate owned by the Debtor. That interest is being serviced by
Ocwen Loan Servicing, LLC. That interest is evidenced by a 30-year
promissory note of which approximately nine years have passed. The
basic provisions of this Plan which modify the terms of that
promissory note has been approved by Ocwen in a post-petition offer
of a Loan Modification Agreement made by Ocwen to the Debtor which
the Debtor agrees to.
The terms of the modification of the deed of trust note are:
(a) The current unpaid principal balance under the Ocwen Trust
is established at $1,624,885.
(b) The principal balance of the note will be divided into two
amounts: “Deferred Principal Balance” in the amount of $636,
885 and “New Principal Balance” in the amount of $988,000.
(c) No interest will accrue on and no periodic payments are
required to be made on the Deferred Principal Balance, which will
be forgiven over 3 years in 3 equal amounts of $212,295, provided
the Debtor complies with the other terms of the Loan Modification
Agreement.
(d) Interest will accrue on the New Principal Balance at the
rate of 4.42501% per annum.
(e) The New Principal Balance will be amortized over a period of
40 years by equal monthly payments of principals and interest in
the amount of $4.457.
(f) The Debtor will make additional payments on the Ocwen Trust
each year to cover real estate taxes in 11 monthly amounts
equivalent to one-twelfth of the lender's estimate of the annual
real estate taxes for that year, with a payment in the 12th month
of the amount necessary to cover the actual real estate taxes for
that year. The amount of the monthly tax payment at the current
time is $1,309.
The plan will be implemented by the earnings and retirement
benefits of the Debtor.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/vaeb16-12999-31.pdf
The Debtor filed the Disclosure Statement pro se
Henry S. Fitzgerald sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 15-13064) on Sept. 2, 2015.
ION GEOPHYSICAL: Amends $100-Mil. Securities Prospectus with SEC
----------------------------------------------------------------
Ion Geophysical Corporation filed with the Securities and Exchange
commission an amendment no. 1 to Form S-3 registration relating to
the offer from time to time shares of the Company's common stock,
shares of its preferred stock, debt securities, warrants,
subscription rights, purchase contracts and units that include any
of these securities.
The aggregate initial offering price of the securities that the
Company will offer will not exceed $100,000,000. The Company will
offer the securities in amounts, at prices and on terms to be
determined at the time of the offering.
The Company's common stock is quoted on the New York Stock Exchange
under the symbol "IO." The last reported sale price of the
Company's common stock on Nov. 22, 2016, was $7.40 per share.
The aggregate market value of the Company's outstanding common
stock held by non-affiliates was $51,488,356 based on 12,072,954
shares of outstanding common stock as of Nov. 22, 2016, of which
approximately 6,957,886 shares were held by non-affiliates, and
based on the last reported sale price of its common stock.
A full-text copy of the Form S-3/A is available for free at:
https://is.gd/FE0N12
About ION Geophysical
Headquartered in Delaware, ION Geophysical is a global,
technology-focused company that provides geoscience technology,
services and solutions to the global oil and gas industry. The
Company's offerings are designed to allow oil and gas exploration
and production companies to obtain higher resolution images of the
Earth's subsurface during E&P operations to reduce their risk in
exploration and reservoir development.
ION Geophysical reported a net loss of $25.15 million in 2015, a
net loss of $127.5 million in 2014 and a net loss of $246.51
million in 2013.
As of Sept. 30, 2016, Ion Geophysical had $359.7 million in total
assets, $299.2 million in total liabilities and $60.47 million in
total equity.
* * *
As reported by the TCR on Oct. 10, 2016, S&P Global Ratings raised
the corporate credit rating on ION Geophysical Corp. to 'CCC+' from
'SD'. The rating action follows ION's partial exchange of its
8.125% notes maturing in 2018 for new 9.125% second-lien notes
maturing in 2021.
In May 2016, Moody's Investors Service affirmed ION Geophysical's
'Caa2' Corporate Family Rating, and affirmed and appended its
Probability of Default Rating (PDR) at 'Caa2-PD/LD'.
ION GEOPHYSICAL: Realigns Four Business Segments Into Three
-----------------------------------------------------------
Ion Geophysical Corporation filed a current report on Form 8-K with
the Securities and Exchange Commission to recast certain previously
reported amounts to reflect a change in segment reporting with
respect to financial information contained in the Company's Annual
Report on Form 10-K for the year ended Dec. 31, 2015, filed on Feb.
11, 2016. The information included in the Current Report on Form
8-K does not in any way restate or revise the financial position,
results of operations, cash flow or stockholders' equity in any
previously reported Consolidated Balance Sheet, Consolidated
Statements of Operations, Consolidated Statement of Comprehensive
Loss, Consolidated Statements of Stockholders' Equity or
Consolidated Statements of Cash Flows for the Company.
Starting in the third quarter of 2016, the Company changed its
reportable segments:
* E&P Technology & Services, formerly referred to as Solutions,
continues to be comprised of the groups that support the
Company's New Venture and Data Library (together multi-client)
revenues and Imaging Services group.
* E&P Operations Optimization is comprised of Devices, formerly
referred to as Systems, and Optimization Software & Services,
formerly referred to as Software. The manufacturing,
engineering, research and development of ocean bottom systems
is no longer a part of Devices, and are now within Ocean
Bottom Services.
* Ocean Bottom Services is comprised of OceanGeo, an ocean
bottom data acquisition services company along with the
manufacturing, engineering, research and development of ocean
bottom systems.
About ION Geophysical
Headquartered in Delaware, ION Geophysical is a global,
technology-focused company that provides geoscience technology,
services and solutions to the global oil and gas industry. The
Company's offerings are designed to allow oil and gas exploration
and production companies to obtain higher resolution images of the
Earth's subsurface during E&P operations to reduce their risk in
exploration and reservoir development.
ION Geophysical reported a net loss of $25.15 million in 2015, a
net loss of $127.5 million in 2014 and a net loss of $246.5 million
in 2013.
As of Sept. 30, 2016, Ion Geophysical had $359.7 million in total
assets, $299.2 million in total liabilities and $60.47 million in
total equity.
* * *
In October 2016, S&P Global Ratings raised the corporate credit
rating on ION Geophysical to 'CCC+' from 'SD'. The rating action
follows ION's partial exchange of its 8.125% notes maturing in 2018
for new 9.125% second-lien notes maturing in 2021.
In May 2016, Moody's Investors Service affirmed ION Geophysical's
'Caa2' Corporate Family Rating, and affirmed and appended its
Probability of Default Rating (PDR) at 'Caa2-PD/LD'.
J.G. SOLIS: Unsecureds to be Paid in Full in 7 Years at 5.25%
-------------------------------------------------------------
J. G. Solis, Corp. filed with the U.S. Bankruptcy Court for the
Western District of Texas a Chapter 11 plan of reorganization that
proposes to pay creditors in full.
Under the restructuring plan, all claims will be paid in full
starting on the effective date. The plan proposes to pay the
claims held by Wells Fargo Bank and Wells Fargo Equipment Finance
reduced to $9.5 million amortized over a period of 15 years but to
be paid in full at the end of 36 months.
J. G. Solis proposes to pay the other secured creditor over a
period of 15 years and the unsecured priority creditors and general
unsecured creditors over a period of seven years.
In its schedules of assets and liabilities, the Debtor lists
approximately $13.312 million in secured debt and approximately
$1.8 million in priority and general unsecured debt.
Under the plan, holders of Class 6 general unsecured claims will
receive regular monthly pro rata payments in the amount of $11,584
over a period of seven years at 5.25% interest. Payments will
start on the effective date of the plan.
Class 6 is comprised of the general unsecured claims in an amount
over $1,000 held by 47 unsecured creditors for goods or services
provided to J. G. Solis, which the company estimates total
$812,805, according to the disclosure statement filed on November
8.
A copy of the disclosure statement is available for free at
https://is.gd/D51Vch
About J G Solis Inc.
J G Solis, Inc. filed a chapter 11 petition (Bankr. W.D. Tex. Case
No. 16-70080) on May 17, 2016. The petition was signed by Joel G.
Solis, president. The Debtor is represented by Jesse Blanco Jr.,
Esq., in San Antonio, Tex. The Debtor estimated assets and
liabilities at $0 to $50,000 at the time of the filing.
This chapter 11 proceeding is related to (but not jointly
administered with) In re all City Well Service, LP (Bankr. W.D.
Tex. Case No. 16-70079) also filed on May 17, 2016.
JOHN LEWIS BLEWETT: Plan Confirmation Hearing on Dec. 22
--------------------------------------------------------
Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the
Eastern District of Tennessee issued an order conditionally
approving John Lewis Blewett's disclosure statement accompanying
his plan of reorganization, dated Nov. 9, 2016.
The hearing to consider final approval of the disclosure statement
and for hearing on confirmation of the plan will be held at
Bankruptcy Courtroom A, Historic U. S. Courthouse, 31 East 11th
Street Chattanooga, Tennessee, on Dec. 22, 2016 at 10:30 A.M.
Dec. 16, 2016 is fixed as the last day for filing written
acceptances or rejections of the Plan.
No later than Dec. 20, 2016, counsel for the debtor will file a
summary of the ballots timely received, with copies of the ballots
attached to the summary.
Dece. 16, 2016 is fixed as the last date to file and serve written
objections to the disclosure statement and confirmation of the
Plan.
Class 6 Unsecured Claims will be paid 25% of each creditor's
allowed claim, pro rata monthly, as funds are available after
payment of the monthly payments of aforementioned classes. These
creditors are impaired.
The Debtor has significant monthly variations in his gross
receipts
and net income. Based on the monthly reports filed by the Debtor
in his first Chapter 11 case and through September 2016 in this
case, the Debtor's average net income has been sufficient to pay
his expenses and Plan payments. Provided there is no reduction in
income, this should allow sufficient income for the Debtor to fund
the proposed Plan of Reorganization. Should the income from the
nightclub be insufficient in a given month, the Debtor will use
his
government pension to make up any shortfall.
The Disclosure Statement is available at:
http://bankrupt.com/misc/tneb16-14027-48.pdf
John Lewis Blewett is self-employed and operates a nightclub on
Lee
Hwy, Chattanooga, Tennessee. The Debtor filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tenn. Case No. 16-14027) on
Sept. 22, 2016. David J. Fulton, Esq., at Scarborough & Fulton
serves as the Debtor's bankruptcy counsel.
JONATHAN RUBIN: December 21 Plan Confirmation Hearing
-----------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey issued an order approving the disclosure
statement filed by Jonathan Rubin explaining his plan of
reorganization.
The date and time for hearing on the confirmation of the plan is on
Dec. 21, 2016 at 2:00 P.M.
Written acceptances, rejections or objections to the plan shall be
filed with the attorney for the plan proponent not less than seven
days before the hearing on confirmation of the plan.
Jonathan Rubin filed for Chapter 11 bankruptcy protection (Bankr.
D. N.J. Case No. 14-24223).
JOSE DIEGO ESPINOZA: Files Supplement to Disclosure Statement
-------------------------------------------------------------
Jose Diego Espinoza filed with the U.S. Bankruptcy Court for the
District of Arizona a supplement dated Oct. 25, 2016, in support of
a reorganization plan dated March 16, 2016.
The Supplement includes statement provided by Erika Espinoza Ayala,
Jose J. Ayala, and Ayala Family Trust ("Ayala Creditors") to which
the Debtor does not agree to.
The Ayala Creditors said that they've reviewed the Debtor's
disclosure statement and object to the Debtor’s characterization
that creditor Jose J. Ayala embezzled funds from the bar and
restaurant while he was a partner with the Debtor. They said that
the claims are unsubstantiated. Mr. Ayala contends that the
business experienced significant cash flow losses, consistent with
many "startup" businesses, which led to the Debtor purchasing Mr.
Ayala's interest in the bar and restaurant and consolidating his
ownership thereof.
A full-text copy of the Plan Supplement is available at:
http://bankrupt.com/misc/azb2-15-14649-111.pdf
Attorney for the Ayala Creditors:
John D. Parker, II, Esq.
P.O. Box 63098
Phoenix, AZ 85082-3098
Email: jpark@ptlaw.net
About Jose Diego Espinoza
Jose Diego Espinoza sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 15-14649) on November 17,
2015. The case is assigned to Judge Eddward P. Ballinger Jr.
The Debtor is represented by Mark J. Giunta, Esq., and Liz Nguyen,
Esq., at the Law Office of Giunta, in Phoenix, Arizona.
LE THI NGUYEN: To Pay $250 A Month For 60 Months to Unsecureds
--------------------------------------------------------------
Le Thi Nguyen and Ricky Truong filed with the U.S. Bankruptcy Court
for the Northern District of Texas a Chapter 11 plan of
reorganization that proposes to pay 100% dividend to unsecured
creditors.
Under the proposed plan, general unsecured claims against the
Debtors will be paid pro-rata once allowed $250 a month over 60
months.
The payments will be made on the first day of the month following
the effective date of the plan and will continue on the first day
of each month thereafter until the claims are paid.
Dollars to fund the plan will come from the Debtors' continued
business operations, according to the disclosure statement filed on
November 8.
A copy of the disclosure statement is available for free at
https://is.gd/b0Ue1b
The Debtors are represented by:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 503-4033
Fax: (972) 503-4034
About Le Thi Nguyen
Le Thi Nguyen and Ricky Truong operate a dry cleaning business in
Texas. The Debtors sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Texas Case Nos. 15-43500 and
15-43283) on August 31, 2015 and February 13, 2016. The cases
were consolidated on April 4, 2016.
LEXMARK INT'L: Fitch Cuts LT Issuer Default Rating to 'BB'
----------------------------------------------------------
Fitch Ratings has removed from Rating Watch Negative and downgraded
the Long-Term Issuer Default Rating (IDR) for Lexmark International
Inc. (Lexmark) to 'BB' from 'BBB-'. Fitch has also assigned a
'BB+/RR1' rating to Lexmark's existing senior notes, which Fitch
believes will become secured under the terms of the bond indenture.
The Rating Outlook is Negative.
Fitch's actions affect $700 million of debt, excluding debt related
to the acquisition. A full list of rating actions follows at the
end of this release.
The consortium of investors, led by Apex Technology Co. Ltd. (Apex)
and PAG Asia Capital (PAG), funded the $3.6 billion acquisition
with $2.1 billion of new debt and $1.5 billion of equity
contributions. The $2.1 billion of acquisition-related debt will be
unconditionally guaranteed by Apex and secured by substantially all
the assets of the company and assets of certain of its
subsidiaries.
KEY RATING DRIVERS
Elevated Leverage: Fitch estimates total leverage will be 4x, pro
forma for the acquisition close and use of net proceeds from the
enterprise software (ESW) sale for debt reduction. Fitch expects
leverage will decrease to below 3.5x and ultimately closer to 3x
should revenue growth approach flat and the company achieves
anticipated acquisition related run-rate cost synergies of
approximately $190 million in three years.
Solid Annual FCF: Fitch expects annual FCF of $100 million to $200
million beyond 2017, driven by annuity revenue that represents
approximately 70% of total revenue. The growth of annuity revenue
provides a more predictable revenue stream that reduces volatility
in an economic downturn. For 2017, Fitch expects FCF will be near
break-even due to cash restructuring charges related to achieving
acquisition related cost synergies, as well as the divestitures of
the inkjet and ESW businesses.
Reliance on Printing Supplies: Printing supplies represented
roughly 60% of Lexmark's revenue and an even greater percentage of
operating profit, given the high profit margin on supplies.
Reliance on printing volumes makes Lexmark vulnerable to long-term
digitization, as print volumes are expected to decline in the low
to mid-single digits during the rating horizon.
Limited Domestic Cash: Fitch expects Lexmark's domestic cash will
remain limited, given the large percentage of cash flow generated
outside the U.S. As a result, Lexmark may fund domestic cash
shortfalls with incremental debt, likely delaying deleveraging,
rather than potentially trigger tax liabilities by repatriating
offshore cash. As of Sept. 30, 2016, $104.9 million of Lexmark's
$117.7 million of cash and cash equivalents was located outside the
U.S.
MPS Market Share: Lexmark has the second largest share of the large
enterprise managed print services (MPS) market behind Xerox Corp.,
and growth continues to exceed the overall market, supported by and
strong contract renewal rate.
ESW Sale: Fitch believes the ESW sale is a modest net credit
negative, given reduced revenue diversification, as well as ESW's
faster growth rates and higher profit margins. ESW is small at just
over $600 million of run rate revenue (roughly 20% of total
revenue) but growing by mid-single digits versus slightly negative
for the remainder of the business, pro forma for the inkjet wind
down. At the same time, non-GAAP operating income margin should
continue expanding and already surpassed that of the ISS business.
The sale unwinds Lexmark's 2015 acquisition of Kofax for $1 billion
of total cash consideration and roughly doubled the company's
enterprise software offerings, supporting potential debt reduction.
Competitive Industry: The print industry is intensely competitive,
resulting in the commoditization of printing hardware, which drives
consistent equipment pricing pressure.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for Lexmark
include:
-- Modestly negative constant currency organic revenue growth
over at least the near term, driven by large enterprise
spending headwinds and the continued wind-down of inkjet
revenues;
-- Resumption of positive constant currency organic revenue
growth in 2018 and beyond, driven by increased market
penetration in China and Asia-Pacific;
-- Lexmark achieves mid-teens operating EBITDA margins in 2017
but these expand to the high-teens despite a lower profit
mix following the ESW sale, driven by the achievement of
acquisition related cost synergies over the intermediate-
term;
-- Existing $400 million of senior notes due 2020 become pari
passu with the acquisition related debt;
-- ESW sales proceeds are sufficient to repay a portion of
acquisition related debt in the near term;
-- No other material debt repayments of dividends to the
sponsors.
RATING SENSITIVITIES
Positive rating actions could result from Fitch's expectations
for:
-- More than $100 million of annual FCF, driven by
profitability expansion from the realization of transaction
related cost synergies; and
-- Total leverage sustained below 3.5x, driven by successful
ESW sale and debt reduction.
Negative rating actions could result from Fitch's expectations
for:
-- Annual FCF near break-even from falling materially short on
transaction related cost synergies and meaningfully lower
than anticipated revenue growth; or
-- Total leverage sustained near 4x, likely driven by lower
than anticipated profitability, as well as less debt
reduction from ESW sale proceeds.
LIQUIDITY
Fitch believes liquidity is adequate and, as of Sept. 30, 2016, was
supported by:
-- $117.7 million of cash and cash equivalents, of which $104.9
million was located outside the U.S.;
-- $200 million undrawn senior secured revolving credit
facility expiring in three years;
Fitch's expectation for $100 million to $200 million of annual FCF
beyond the near term also supports liquidity. In connection with
the acquisition close, Lexmark terminated the $125 million secured
trade receivables facility expiring Oct. 6, 2017 and $500 million
revolver expiring 2019.
Pro forma for the transaction, Fitch estimates total debt will be
$2.5 billion and consist of:
-- $1.2 billion equivalent of RMB-denominated senior secured
term loans maturing in seven years;
-- $900 million term loan maturing in three years; and
-- $400 million of 5.125% senior notes due March 15, 2020.
The indenture provides for make-whole redemptions and change of
control puts for both tranches, as well as restrictions on the
incurrence of secured debt up to 15% of consolidated net tangible
assets. As a result, Lexmark redeemed the $300 million of 6.65%
senior notes due June 1, 2018, and Fitch expects the remaining $400
million of 5.125% senior notes due March 15, 2020 will remain
outstanding and be pari passu with transaction related senior
secured debt.
Fitch's actions follow Lexmark's announcement of the successful
completion of the acquisition by a consortium of investors for
$40.50 per share in cash, equal to a total consideration of $3.6
billion. In connection with the acquisition's close, Lexmark
announced it will separate and rebrand the Enterprise Software
businesses as Kofax and then divest Kofax to focus on the imaging
business, particularly in China and the Asia-Pacific region.
FULL LIST OF RATING ACTIONS
Fitch has taken the following rating actions:
Lexmark International Inc.
-- Long-term IDR downgraded to 'BB' from 'BBB-';
-- Senior secured notes assigned 'BB+/RR1' rating;
-- Senior unsecured revolving credit facility 'BBB-' withdrawn;
-- Senior unsecured notes 'BBB-' withdrawn.
The Rating Outlook is Negative.
LEXMARK INT'L: Moody's Lowers Sr. Unsecured Debt Rating to Ba2
--------------------------------------------------------------
Moody's Investors Service has downgraded Lexmark International,
Inc.'s senior unsecured debt ratings to Ba2 from Baa3. As part of
the rating action, Moody's assigned Lexmark a Ba2 corporate family
rating and a Ba2-PD probability of default rating. The ratings
remain on review for downgrade pending further clarification of the
security package that the existing senior note holders will
receive, as well as the timing and use of proceeds from the
proposed sale of the company's Enterprise Software ("ES") unit.
Moody's notes that the company's existing $400 million senior
unsecured notes, due 2020, will remain outstanding if holders do
not tender the notes to the company under the change of control
provisions. It is Moody's understanding that despite not being
subject to public filing requirements going forward, Lexmark will
continue to provide audited financial statements. As part of the
closing, the company's notes due 2018 have been legally defeased,
and the rating has been withdrawn.
The rating action follows the closing of the acquisition of Lexmark
by a consortium of investors led by Apex Technology Co., Ltd.
(Apex), PAG Asia Capital (PAG) and Legend Capital Management Co.,
Ltd. (Legend Capital). The company arranged for over $2 billion in
new debt financing to help fund the $3.6 billion acquisition.
Lexmark's new owners' financial policies will incorporate higher
financial leverage, which is more consistent with a speculative
grade profile.
RATINGS RATIONALE
Lexmark's Ba2 corporate family rating reflects the good market
position of its core printing business within the mature global
distributed printing and imaging industry. It also captures the
ongoing transition of Lexmark's business model towards higher usage
print devices, managed print services and enterprise document
management software and analytics. The rating also captures the
challenge of this transformation amid intense competition,
especially for a company of its size, and overall contraction in
printed pages. Moody's notes that Lexmark's credit profile has
weakened due to the elevated debt to EBITDA leverage taken on to
fund the buy-out by the Apex consortium. Moody's estimates that
adjusted leverage at closing is about 5.0 times, but Moody's
expects the company to operate at leverage levels in the 3.5 times
to 4.0 times range after completion of the ES sale and the
repayment of a portion of the acquisition debt.
The ratings for the senior unsecured notes (Ba2, LGD3) reflect the
overall probability of default of the company, as reflected in the
PDR of Ba2-PD, and the expectation for average family recovery in a
default scenario.
The ratings review will focus on obtaining clarification regarding
the security package that the existing senior note holders will
receive, as well as the timing and use of proceeds from the
proposed ES sale. Moody's notes that the company has a 90-day
window to provide a collateral package to satisfy the requirements
in the senior unsecured notes indenture, after which time the notes
will be secured on a pari-passu basis with the new debt taken on
with the Apex buy-out.
Although the net proceeds from the proposed sale of the ES business
will likely be used to take down a portion of the acquisition debt,
there is uncertainty surrounding the amount and timing of the sale.
Moody's notes that Lexmark has expended significant resources over
the last couple of years to grow the ES business, yet the profit
contribution from this software segment has lagged expectations,
and it was unable to overcome the secular decline of the legacy
printing and imaging business.
Lexmark's liquidity profile is adequate, with expectations of cash
and equivalents to be in the $150 million over the next 12 to 18
months, which is significantly lower than the near $1 billion in
cash balances the company operated for much of its recent history.
Moody's anticipates Lexmark will generate around $100 million of
free cash flow in 2017. Lexmark has access to a $150 million
unsecured revolving credit facility maturing in 2019.
As Lexmark's ratings are under review for downgrade, a rating
upgrade in the near term is unlikely.
Ratings could be downgraded further if Moody's believes, after the
expected sale of the ES business, the company will operate under
more aggressive financial policies, or if we expect significant
changes to the business model. Downwards rating movement could
also occur if the company fails to show progress in stabilizing
revenue declines, adjusted EBITDA margins were sustained below 15%,
or if adjusted total debt to EBITDA is maintained above 4 times.
Rating actions:
Issuer: Lexmark Inc.
Outlook: Ratings under Review
Corporate Family Rating -- Assigned Ba2, Under Review for
Downgrade
Probability of Default Rating -- Assigned Ba2-PD, Under Review
for Downgrade
Senior Unsecured Debt -- Downgraded to Ba2 (LGD3) from Baa3;
Remains Under Review for Downgrade
Ratings withdrawn:
Senior unsecured notes due 2018 - previously rated Baa3, under
review for downgrade
Based in Lexington, KY, Lexmark is a global developer and
manufacturer of laser printer and multifunction devices, and
associated consumable supplies for the enterprise, and small and
medium-sized business markets. The company also has a growing
business in image capture and document management services.
The principal methodology used in these ratings was Diversified
Technology Rating Methodology published in December 2015.
LOMAX HACKING: Unsecureds To Get $5K, Share of Recovery from Suits
------------------------------------------------------------------
Lomax Hacking Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of New York their first amended disclosure
statement accompanying their first amended joint plan of
reorganization, a full-text copy of which is available at:
http://bankrupt.com/misc/nyeb1-15-417-117.pdf
The Plan is premised on the Reorganized Debtors retaining ownership
and control of their Medallions, taxicabs and taxicab equipment,
continuing to operate their businesses, and making periodic
payments to their secured and unsecured creditors from the revenues
of those businesses.
Class 1, Priority Non-Tax Claims, is unimpaired under the Plan.
Priority Claims will be paid in full, in cash, on the Effective
Date of the Plan.
Class 5, General Unsecured Claims, is impaired under the Plan.
General Unsecured Creditors will be entitled to receive: (i) a Pro
Rata share of $5,000 on the first anniversary of the Effective Date
of the Plan; and (ii) a Pro Rata share of the proceeds, if any, of
the Debtor's Causes of Action against the Bank if the Bank votes to
reject the Plan. If Class 5 votes to accept the Plan, the General
Unsecured Creditor Distribution will be increased to $20,000.
During the first year following the Effective Date of the Plan, the
Reorganized Debtors will use a portion of their Net Revenues to:
(i) make equal monthly payments into an escrow account maintain by
Counsel to the Debtor, in amounts sufficient to fully fund the
Driver Distribution and General Unsecured Creditor Distribution by
the end of the first year; and (ii) fund the legal fees and
expenses necessary to pursue the Debtors' Causes of Action against
the Bank, if the Bank votes to reject the Plan.
During the first year following the Effective Date of the Plan, the
balance of the Reorganized Debtors' Net Revenues, after making the
payments outlined, will be used to fund such investments as are
necessary to enable the Debtors to operate all 10 Medallions as
soon as possible following the Effective Date, including, without
limitation, to fund the purchase of new taxicabs and relate hack-up
and insurance expenses.
Lomax Hacking Corp. and its affiliates filed for bankruptcy (Bankr.
E.D.N.Y. Case No. 15-41787) on 21, 2015. The Debtors listed$1
million to $10 million in assets and liabilities. The Debtor is
represented by Jeremy S. Sussman, Esq., at The Law Office of Jeremy
S. Sussman, in New York.
LUCAS ENERGY: Amends Stock Purchase Agreement with Investor
-----------------------------------------------------------
Lucas Energy, Inc., entered into a third amendment dated Nov. 16,
2016, to the stock purchase agreement that it had entered into with
an accredited institutional investor on April 6, 2016. The
Amendment makes the Common Stock Purchase Warrant that was issued
Sept. 2, 2016, exercisable only at the Investor's election rather
than by mutual agreement, and modified the share reservation
requirement consistent with the amount of authorized unissued share
capital available.
On Nov. 17, 2016, the Company issued and sold 474 shares of its
Series C redeemable convertible preferred stock in a subsequent
closing pursuant to the Stock Purchase Agreement. The terms of the
Series C Stock and the Stock Purchase Agreement were previously
reported in the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 7, 2016.
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 Sept. 30, 2016, Lucas Energy had $71.32 million in total
assets, $53.58 million in total liabilities and $17.74 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.
LUIS ARTURO DEL RISCO: Disclosures Conditionally Okayed
-------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida has conditionally approved Luis Arturo
Del Risco and Adriana Patricia Acosta's disclosure statement
referring to the Debtors' plan of reorganization.
The Court will conduct a hearing on confirmation of the Plan on
Jan. 18, 2017, at 10:30 a.m.
Any written objections to the Disclosure Statement must be filed
with the Court no later than seven days prior to the date of the
hearing on confirmation.
Parties-in-interest will submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than eight days
before the date of the Confirmation Hearing.
Objections to the confirmation will be filed with the Court and
served on the Local Rule 1007−2 Parties in Interest List no later
than seven days before the date of the Confirmation Hearing.
The plan proponent will file a ballot tabulation no later than 96
hours prior to the time set for the Confirmation Hearing.
Three days prior to the Confirmation Hearing, the plan proponent
will file a confirmation affidavit which will contain the factual
basis upon which the Plan Proponent relies in establishing that
each of the requirements of Section 1129 of the Bankruptcy Code are
met.
Luis Arturo Del Risco and Adriana Patricia Acosta filed for Chapter
11 bankruptcy protection (Bankr. M.D. Fla. Case No. 16-06653) on
Aug. 2, 2016. Nicholas B Bangos, Esq., serves as the Debtor's
bankruptcy counsel.
LUVU BRANDS: Touts Revenue Growth in Sept. 30 Quarter
-----------------------------------------------------
Luvu Brands, Inc., reported a net loss of $177,000 on $4.10 million
of net sales for the three months ended Sept. 30, 2016, compared to
a net loss of $222,000 on $3.71 million of net sales for the three
months ended Sept. 30, 2015.
As of Sept. 30, 2016, Luvu Brands had $3.65 million in total
assets, $6.35 million in total liabilities and a total
stockholders' deficit of $2.69 million.
Louis Friedman, the Company's founder and chief executive officer,
commented, "We were pleased with the revenue growth during Q1
despite deteriorating sales and margins from the wholesale products
we purchase for resale. During the quarter, we made several
strategic investments that are expected to improve our future
operating performance. These initiatives include expansion of our
conveyor-based sewing line and the purchase of the roll pack
compression machine. The roll pack machine is still on track to be
delivered before the end of calendar 2016 and the increased sewing
capacity for our Jaxx and Avana products came on-line during the
current second quarter. Both of these improvements are expected to
reduce our production costs and increase throughput, which should
result in improved future financial results."
A full-text copy of the press release is available for free at:
https://is.gd/jKg5Aj
About Luvu Brands
Luvu Brands, Inc., formerly known as Liberator, Inc., is a
U.S.-based manufacturer that has built several brands in the
wellness, lifestyle and casual furniture and seating categories.
Its brands are headquartered in Atlanta in a 140,000 square foot
manufacturing facility.
Luvu Brands reported a net loss of $312,000 on $16.8 million of net
sales for the year ended June 30, 2016, compared to a net loss of
$474,000 on $15.6 million of net sales for the year ended
June 30, 2015.
As of June 30, 2016, Luvu Brands had $3.75 million in total assets,
$6.27 million in total liabilities and a total stockholders'
deficit of $2.52 million.
Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has a net
loss of $312,000, a working capital deficiency of $2.4 million, and
an accumulated deficit of $9.2 million. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
MARINA BIOTECH: Lynne Murphy Reports 5.9% Stake as of Nov. 15
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Lynne Murphy disclosed that as of Nov. 15, 2016, she
beneficially owns 5,255,354 shares of common stock of Marina
Biotech, Inc., which represents 5.9 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/GuUsGz
About Marina Biotech
Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation. The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients. The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.
On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated. As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary. As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.
Marina Biotech reported a net loss of $6.47 million on $500,000 of
license and other revenue for the year ended Dec. 31, 2014,
compared to a net loss of $1.57 million on $2.11 million of license
and other revenue in 2013.
As of June 30,2 016, Marina Biotech had $7.14 million in total
assets, $6.07 million in total liabilities and $1.07 million in
total stockholders' equity.
Wolf & Company, P.C., in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2015, citing that the Company has
suffered recurring losses from operations, has a significant
accumulated deficit and does not have sufficient capital to fund
its operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
MASERGY HOLDINGS: Moody's Assigns B3 CFR & Rates $140MM Loan Caa2
-----------------------------------------------------------------
Moody's Investors Service has assigned a first-time B3 corporate
family rating and a B3-PD probability of default rating to Masergy
Holdings, Inc. Moody's has also assigned a B2 (LGD3) rating to the
company's proposed $382.5 million senior secured 1st lien credit
facility which consists of a $332.5 million 7 year term loan and a
$50 million 5 year revolver. Additionally, Moody's has assigned a
Caa2 (LGD 5) rating to the proposed $140 million 2nd lien term
loan. The proceeds from the secured credit facilities will be used
to fund the acquisition of Masergy by Berkshire Partners.
Issuer: Masergy Holdings, Inc.
Assignments:
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
$50 mil. Senior Secured Revolving Credit Facility due 2021,
Assigned B2 (LGD3)
$332.5m Senior Secured 1st Lien Term Loan due 2023, Assigned
B2 (LGD3)
$140m Senior Secured 2nd Lien Term Loan due 2024, Assigned Caa2
(LGD5)
Outlook Actions:
Outlook, Assigned Stable
RATINGS RATIONALE
Masergy's B3 CFR reflects its high leverage and small scale which
limits its ability to absorb unexpected disruptions to its
business. Moody's believes Masergy faces strong competition within
its growing managed services division and that the barriers to
entry into the unified communications as a service (UCaaS) and
managed security markets are low. Large scale cloud providers or
incumbent carriers could develop or enhance existing competing
applications and disrupt the market with aggressive pricing due to
their clear scale and cost advantages.
The rating is supported by Masergy's stable and predictable
revenues and cash flow and the growth potential driven by positive
momentum in its addressable markets. Additionally, in its core
networking business, Masergy differentiates itself by offering
superior customer service and a high-performing product. Its
software defined wide area network (SD-WAN) offering targets
enterprises with geographically disperse locations with a high
performance network service that customers can self-provision and
manage.
Moody's expects Masergy to have leverage of nearly 7x (Moody's
adjusted) immediately following the transaction close, trending
below 6x by fiscal year ending June 30, 2018 due to EBITDA growth.
The company's low capital spending requirements at approximately 8%
of revenue and good margins in the low 20% range result in positive
free cash flow.
Moody's expects Masergy to have good liquidity over the next twelve
months and expects the company to have approximately $5 million of
cash on the balance sheet and an undrawn $50 million revolving
credit facility following the close of the transaction. The
revolver will contain a springing leverage covenant, which Moody's
expects to be set with ample cushion in the new credit agreement.
Masergy has limited tangible assets that could be monetized for
alternate liquidity and its few hard assets are encumbered by the
secured bank facilities.
The ratings for debt instruments reflect both the probability of
default of Masergy, to which Moody's assigns a PDR of B3-PD, and
individual loss given default assessments. The senior secured
first lien credit facilities are rated B2 (LGD3), one notch higher
than the CFR, given the loss absorption provided by the Caa2 (LGD5)
rated 2nd lien facilities.
The stable outlook reflects Moody's view that Masergy will continue
to grow revenue and EBITDA pushing leverage below 6x (Moody's
adjusted) by fiscal year end 2018.
The B3 rating could upgraded if leverage is sustained below 5x
(Moody's adjusted) and free cash flow to debt is in the 5% to 10%
range. The rating could be downgraded if liquidity deteriorates,
if free cash flow weakens or if leverage is not on track to fall
below 6x (Moody's adjusted) by fiscal year end 2018.
The principal methodology used in these ratings was "Global
Telecommunications Industry" published in December 2010.
Based in Plano, TX, Masergy Holdings is a network service provider
which also offers unified communications and managed security
services. During the last twelve months ending Sept 30, 2016, the
company generated $285 million in revenue.
MASERGY HOLDINGS: S&P Assigns 'B' CCR on Higher Financial Leverage
------------------------------------------------------------------
S&P Global Ratings said it assigned its 'B' corporate credit rating
to Plano, Texas-based Masergy Holdings Inc. The outlook is
stable.
At the same time, S&P assigned a 'B' issue-level rating and '3'
recovery rating to the company's proposed first-lien secured credit
facility, which include a $50 million revolver and $332.5 million
term loan. The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%; upper half of the range) recovery for lenders
in the event of a payment default.
S&P also assigned a 'CCC+' issue-level rating and '6' recovery
rating to the company's proposed $140 million second-lien term
loan. The '6' recovery rating indicates S&P's expectation for
negligible (0%-10%) recovery for lenders in the event of a payment
default.
"The rating reflects elevated financial leverage and an aggressive
financial policy employed by private-equity sponsor Berkshire
Partners, limited market share in an intensely competitive
marketplace, and reliance on favorable leasing terms from network
suppliers," said S&P Global Ratings credit analyst William Savage.
Positive cash generation and solid global demand for connectivity,
which should result in healthy organic earnings growth and
deleveraging over the next 2-3 years, partly offset these factors.
The stable outlook incorporates S&P's expectation that Masergy's
high leverage, at about 7.5x pro forma for the transaction, will
decline to below 7x over the next year stemming from earnings
growth and some debt reduction. S&P also expects the company to
maintain adequate liquidity and EBITDA interest coverage above 2x.
MASON TEMPLE: Hires Goodman as Bankruptcy Counsel
-------------------------------------------------
Mason Temple Church of God in Christ, Inc., seeks authorization
from the U.S. Bankruptcy Court for the Eastern District of
Wisconsin to employ the Law Office of Jonathan V. Goodman as
counsel for the Debtor.
The Debtor requires the Goodman to:
a. give the Debtor legal advice with respect to its powers
and duties as Debtor-in-Possession;
b. prepare on behalf of your applicant, as Debtor, necessary
applications, answers, reports, and other legal papers;
c. prepare a disclosure statement, plan of reorganization,
and obtain approval of the disclosure statement and the plan or
plans of reorganization; and
d. perform other legal services for the Debtor, which may be
necessary herein; that it is necessary for Debtor as
Debtor-in-Possession to employ an attorney for such professional
services.
Goodman will be paid at these hourly rates:
Principal $480
Associate $250
Law Clerk $100
Jonathan Goodman, Esq., of the Law Offices Jonathan V. Goodman,
assured the Court that the firm does not represent any interest
adverse to the Debtor and its estates.
Goodman may be reached at:
Jonathan Goodman, Esq.
Law Offices Jonathan V. Goodman
788 N. Jefferson Street, Suite 707
Milwaukee, WI 53202
Phone: (414)276-6760
Fax: (414)287-1199
E-mail: jgoodman@ameritech.net
About Mason Temple Church of God in Christ
Mason Temple Church of God in Christ, Inc. filed a Chapter 11
bankruptcy petition (Bankr. E.D. WI. Case No. 16-30931) on November
7, 2016. Hon. Michael G. Halfenger presides over the case. The Law
Offices of Jonathan V. Goodman represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Osie Tatum,
Jr., pastor and trustee.
MEDITE CANCER: Incurs $329,000 Net Loss in Third Quarter
--------------------------------------------------------
Medite Cancer Diagnostics, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss to common stockholders of $329,000 on $2.33 million of net
sales for the three months ended Sept. 30, 2016, compared to a net
loss to common stockholders of $36,000 on $2.66 million of net
sales for the three months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, Medite Cancer reported a
net loss to common stockholders of $1.19 million on $7.28 million
of net sales compared to a net loss to common stockholders of
$336,000 on $7.08 million of net sales for the same period during
the prior year.
As of Sept. 30, 2016, Medite Cancer had $18.58 million in total
assets, $9.76 million in total liabilities and $8.81 million in
total stockholders' equity.
"Due to promising new products and distributions contracts executed
in the last two years, management believes the profitability and
cash flow of the business will grow and improve. However,
significant on-going operating expenditures may be necessary to
manufacture and market new and existing products to achieve the
accelerated sales growth targets outlined in the Company's business
plan. To realize the planned growth potential management will
focus its efforts on 1) finishing and gaining approval for the
products currently under development and 2) increasing direct sales
in the USA and continuing to expand Chinese market sales by
broadening the Company's collaborations with the local distributor
UNIC. We also will work on continuously optimizing manufacturing
cost to increase our gross margin."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/r1lCb8
About MEDITE Cancer Diagnostics
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.
MICHAEL EUGENE BISHOP: Unsecureds to Get $24,500 Over 5 Years
-------------------------------------------------------------
Michael Eugene Bishop filed with the U.S. Bankruptcy Court for the
District of North Dakota an amended disclosure statement in support
of his amended chapter 11 plan of reorganization dated Nov 14,
2016.
Class 9 - General Unsecured Claims will share distributions from
the Plan pro rata. All disposable income, that is future earnings
not necessary for paying the normal and reasonable living expenses
of the Debtor, secured loan payments, administrative and priority
claims, shall be distributed by the Debtor, as debtor-in-possession
pro rata to Class 9 claim holders.
Pinnacle Bank and Slumberland will each receive a pro-rata
distribution on the remaining unsecured portions of their claims in
Class 9 as indicated in their respective classes to this plan.
The amount of estimated unsecured claims is estimated by the Debtor
to equal $426,602.31. The Bankruptcy estate of the
Debtor-in-Possession has a liquidation value of $18,325.15, as
indicated on the Liquidation Analysis.
As indicated in the Chapter 11 Plan, the Debtor unsecured claim
holders in Class 9 will receive no less than $24,900 over a
five-year period, which is more than what the unsecured claimants
would receive in a Chapter 7 Liquidation.
Starting 30 days after confirmation of the Amended Plan, the Debtor
will make quarterly payments
to allowed claimholders in Class 9.
The Debtor will continue working in his profession upon plan
confirmation. The Amended Plan will be funded by disposable income
earned in his profession.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/ndb16-30213-41.pdf
Michael Eugene Bishop sought Chapter 11 protection (Bankr. D.N.D.
Case No. 16-30213) on May 2, 2016. The Debtor tapped Sara Diaz,
Esq., at Bulie Law Office as counsel.
MISSION NEW ENERGY: Requests Trading Halt of Securities
-------------------------------------------------------
The securities of Mission New Energy will be placed in trading
halth session state at the request of the Company, pending the
release of an announcement by the Company. Unless ASX decides
otherwise, the securities will remain in Trading Halt Session State
until the earlier of the commencement of normal trading on Monday
Nov. 28, 2016, or when the announcement is released to the market.
Mission New Energy requests a trading halt of its securities with
immediate effect.
In accordance with listing rule 17.1, Mission advises:
* The trading halt is requested pending a market announcement
regarding a material acquisition of a new business by the
Group;
* The event Mission expects will end the trading halt is an
announcement by Mission to the ASX in relation to the matter
referred to above, which is expected to be no later than the
opening of trading on Nov. 28, 2016;
* Mission is not aware of any reason why the trading halt should
not be granted; and
* Mission is not aware of any other information necessary to
inform the market about the trading halt.
A full-text copy of the regulatory filing is available at:
https://is.gd/nGCU80
About Mission New Energy
Mission NewEnergy Limited is an Australia-based renewable energy
company. The Company operates a biodiesel plant in Malaysia. The
Company's segments include Biodiesel Refining and Corporate. The
Company owns an interest in a biodiesel refinery in Malaysia, which
has a nameplate capacity of approximately 250,000 tons per year.
The Company's subsidiaries include Mission Biofuels Sdn Bhd and M2
Capital Sdn Bhd.
Mission NewEnergy reported a net loss of $2.33 million on $41,960
of total revenue for the fiscal year ended June 30, 2016, compared
with net income $28.36 million on $7.27 million of total revenue
for the fiscal year ended June 30, 2015.
BDO Audit (WA) Pty. Ltd. issued a "going concern" qualification on
the consolidated financial statements for the fiscal year ended
June 30, 2016, stating that the consolidated entity has suffered
recurring losses from operations that raises substantial doubt
about its ability to continue as a going concern.
At June 30, 2016, the Company had total assets of $6.17 million,
total liabilities of $1.40 million, all current, and $4.76 million
in total stockholders' equity.
MOXIE PATRIOT: S&P Raises Project Credit Rating to 'BB-'
--------------------------------------------------------
S&P Global Ratings said it raised its project credit rating on
Moxie Patriot LLC to 'BB-' from 'B+'. The recovery rating remains
'2'. The outlook is stable.
"The stable outlook reflects our expectation that performance will
likely remain at the current projected levels, with minimum DSCRs
exceeding 1.7x. Achieving this level relies on maintaining high
availability and a heat rate in line with our expectations, which
will allow high capacity factors," said S&P Global Ratings credit
analyst Michael Ferguson.
A downgrade is possible if S&P's expectation of debt at maturity
changes if debt service coverage ratios (DSCRs) steadily decline
below 1.5x. This would likely result from lower-than-expected
spark spreads, poor operational performance associated with the use
of new technology, or higher operating and maintenance costs.
S&P's base-case DSCR estimates an average of about 2.1x through
maturity. After the project is able to ramp up, and sustain,
expected capacity factors, S&P would look to upgrade the project if
minimum DSCR levels are about 1.9x; this would likely also require
a secular improvement in market conditions that results in improved
capacity prices.
MUSCLEPHARM CORP: CEO Drexler Has Backing of Wynnefield
-------------------------------------------------------
Wynnefield Capital and its affiliates, stockholders of MusclePharm
Corp. with a 8.6% ownership interest, filed on Nov. 22, 2016, an
amended Schedule 13-D/A expressing their approval of the Company's
current strategic direction under the leadership of Executive
Chairman and Interim CEO Ryan Drexler.
Nelson Obus, president of Wynnefield, said "We applaud Ryan Drexler
for his success in carrying out a complete overhaul of
MusclePharm's business plan and removing executives who made
investment in the company a money-losing proposition for so long a
period. By jettisoning a series of absurd licensing agreements
that threatened MusclePharm's survival, and other beneficial
changes, the company is now approaching a positive free cash flow
position. While this significant turnaround came at the steep cost
of share dilution, we believe that the improvement in MusclePharm's
prospects creates a real opportunity for all shareholders to
benefit in the future from Mr. Drexler's value creation skills."
A full-text copy of the regulatory filing is available at:
https://is.gd/56Gxtq
About Wynnefield Capital, Inc.
Established in 1992, Wynnefield Capital, Inc. is a value investor
specializing in U.S. small cap situations that have company or
industry-specific catalysts.
Contact:
Mark Semer or Daniel Yunger
KEKST
mark.semer@kekst.com / daniel.yunger@kekst.com
Tel: 212.521.4800
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:
MSLP) -- http://www.muslepharm.com/-- develops and manufactures a
full line of National Science Foundation approved nutritional
supplements that are 100 percent free of banned substances.
MusclePharm is sold in over 120 countries and available in over
5,000 U.S. retail outlets, including GNC and Vitamin Shoppe.
MusclePharm products are also sold in over 100 online stores,
including bodybuilding.com, Amazon.com and Vitacost.com.
MusclePharm Corporation reported a net loss of $13.8 million in
2014, a net loss of $17.7 million in 2013 and a net loss of $19
million in 2012.
As of Sept. 30, 2016, MusclePharm had $38.33 million in total
assets, $54.77 million in total liabilities and a total
stockholders' deficit of $16.44 million.
NAVISTAR INTERNATIONAL: Unit Renews Variable Funding Facility
-------------------------------------------------------------
Navistar Financial Corporation has amended and extended the
variable funding notes facility to Nov. 18, 2017. The VFN facility
was also reduced from $500 million to $450 million.
"NFC continues to be supported by our relationship banks. Our $50
million reduction in this facility is really a reflection of the
strong reception our previously announced $300 million term
wholesale securitization had in the market," said Bill McMenamin,
president, NFC. "That facility was upsized from $250 million to
$300 million and replaced a $250 million transaction maturing,
making this $50 million reduction possible and appropriate."
NFC, an affiliate of Navistar International Corporation (NYSE:
NAV), provides financing programs and services tailored to support
equipment financing needs for International Truck and IC Bus
dealers and customers.
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
As of July 31, 2016, Navistar had $5.71 billion in total assets,
$10.85 billion in total liabilities and a total stockholders'
deficit of $5.13 billion.
* * *
In the July 22, 2015, edition of the TCR, Moody's Investors Service
affirmed Navistar's Corporate Family Rating at 'B3' and assigned a
'Ba3' rating to Navistar, Inc.'s new $1.04 billion senior secured
term loan due 2020.
Navistar carries a 'CCC' Issuer Default Ratings from Fitch
Ratings.
As reported by the TCR on Sept. 13, 2016, S&P Global Ratings placed
its ratings, including the 'CCC+' corporate credit ratings, on
Navistar on CreditWatch with positive implications.
NEOVIA LOGISTICS: Moody's Lowers CFR to Caa2; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Neovia Logistics Intermediate Holdings, LP to Caa2 from Caa1. The
rating agency also downgraded the rating of Neovia Logistics
Services, LLC's $465 million senior secured notes to Caa1 from B3,
and the rating of Neovia's $125 million senior unsecured PIK notes
to Ca from Caa3. The ratings outlook is negative.
RATINGS RATIONALE
The downgrade primarily reflects concerns around Neovia's
tightening liquidity and the company's weak earnings profile.
Neovia's highly leveraged balance sheet and the approaching
maturity of the $125 million HoldCo PIK notes (set to mature in
early 2018) compound the company's already strained liquidity
profile and raise the likelihood of a restructuring event over the
next 12 months.
Neovia's liquidity is expected to remain tight and is characterized
by consistently negative free cash flow, a heavy reliance on
revolver borrowings, tightening financial covenants, and modest
cash balances. The company's operating performance continues to
remain weak and over the next 12 months Moody's anticipates a weak
set of credit metrics with Moody's adjusted Debt-to-EBITDA likely
to remain in excess of 6x and EBIT/Interest considerably below
1.0x. A noisy earnings profile, characterized by recurring charges
and multiple EBITDA add-backs, complicates visibility into Neovia's
sustainable margin levels. The rating favorably considers the
contractual nature for much of the company's services as well as
its well-established presence as a provider of third-party
logistics services. The company's renewed focus on promoting
cross-selling, improving new customer wins and strengthening
execution are viewed favorably although the full benefits of these
actions may take some time to accrue.
The negative outlook reflects expectations that Neovia's earnings
will remain under pressure over the next few quarters resulting in
a weak set of credit metrics and a strained liquidity profile.
The rating could be downgraded if Neovia's liquidity deteriorates
further or if earnings continue to weaken. The loss of a large
customer, additional large-sized impairments, or the breach of a
financial covenant could also result in a downgrade.
A ratings upgrade is unlikely at this time given the weak liquidity
profile and looming maturity of the company's HoldCo PIK notes. An
improved earnings and cash flow profile coupled with more
sustainable leverage levels could warrant consideration for a
ratings upgrade. Ratings could be revised upward if the company
implements a capital restructuring plan that reduces debt
materially.
Downgrades:
Issuer: Neovia Logistics Intermediate Holdings, LP
Probability of Default Rating, Downgraded to Caa2-PD from
Caa1-PD
Corporate Family Rating, Downgraded to Caa2 from Caa1
Senior Unsecured Regular Bond/Debenture, Downgraded to Ca (LGD6)
from Caa3 (LGD6)
Issuer: Neovia Logistics Services, LLC
Senior Secured Regular Bond/Debenture, Downgraded to Caa1 (LGD3)
from B3 (LGD3)
Outlook Actions:
Issuer: Neovia Logistics Intermediate Holdings, LP
Outlook, Negative
Issuer: Neovia Logistics Services, LLC
Outlook, Negative
The principal methodology used in these ratings was "Global Surface
Transportation and Logistics Companies" published in April 2013.
Neovia Logistics Intermediate Holdings, LP (f/k/a Neovia Logistics
Intermediate Holdings, LLC) (Neovia), through its wholly owned
subsidiary Neovia Logistics, LP (f/k/a Neovia Logistics, LLC), is a
global provider of logistics services. The company offers
integrated supply chain solutions to its clients, primarily in the
automotive, industrial and aerospace service parts, as well as
retail, fulfillment and inbound to manufacturing logistics. In
February 2015, an affiliate of Goldman Sachs & Co. and Rhone
Capital L.L.C. completed the purchase of Neovia from prior owners
Platinum Equity Partners and Caterpillar Inc. For the twelve
months ended Sept. 2016, Neovia reported revenues of $763 million.
NEXT GROUP: Incurs $1.01 Million Net Loss in Third Quarter
----------------------------------------------------------
Next Group Holdings, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
before income taxes of $1.01 million on $515,230 of total revenue
for the three months ended Sept. 30, 2016, compared to a net loss
before income taxes of $199,144 on $41,527 of total revenue for the
same period a year ago.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss before income taxes of $4.76 million on $600,300 of total
revenue compared to a net loss before income taxes of $478,690 on
$269,578 of total revenue for the nine months ended Sept. 30,
2015.
As of Sept. 30, 2016, Next Group had $4.79 million in total assets,
$9.04 million in total liabilities, all current, a total
stockholders' deficit of $1.62 million, and $2.62 million in total
non-controlling interest in subsidiaries.
The Company has a working capital deficiency of $8,474,884 and
accumulated deficit of $8,515,517 as of Sept. 30, 2016. These
factors, the Company said, raise substantial doubt about its
ability to continue as a going concern. The Company's ability to
continue as a going concern is dependent on the ability to raise
additional capital and implement its business plan.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/QBOSSF
About Next Group Holdings
Next Group Holdings, Inc., formerly Pleasant Kids, Inc., through
its operating subsidiaries, is engaged in the business of using its
technology and certain licensed technology to provide mobile
banking, mobility and telecommunications solutions to underserved,
unbanked and emerging markets. Its subsidiaries are Meimoun and
Mammon, LLC (100% owned), Next Cala, Inc (94% owned). NxtGn, Inc.
(65% owned) and Next Mobile 360, Inc. (100% owned). Additionally,
Next Cala, Inc. has a 60% interest in NextGlocal, a joint venture
formed in May 2016.
Pleasant Kids reported a net loss of $1.82 million for the year
ended Sept. 30, 2015, following a net loss of $1.72 million for the
year ended Sept. 30, 2014.
Anton & Chia, LLP, in Newport Beach, California, issued "going
concern" qualification on the consolidated financial statements for
the year Sept. 30, 2015, citing that the Company has a minimum cash
balance available for payment of ongoing operating expenses, has
experienced losses from operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
OPEXA THERAPEUTICS: Merck Won't Acquire Tcelna Program License
--------------------------------------------------------------
Opexa Therapeutics, Inc. received notice from Ares Trading S.A., a
wholly owned subsidiary of Merck Serono S.A., that Merck Serono
would not be exercising its option to acquire the exclusive,
worldwide (excluding Japan) license to the Company's Tcelna program
for the treatment of multiple sclerosis granted to Merck Serono
under the Option and License Agreement dated Feb. 4, 2013, as
amended, by and between the Company and Merck Serono. As a result
of receiving the notice from Merck Serono, the Agreement
automatically expired upon receipt.
As previously announced on Oct. 28, 2016, the Company's Phase IIb
Abili-T clinical trial designed to evaluate the efficacy and safety
of Tcelna (imilecleucel-T) in patients with secondary progressive
MS did not meet its primary or secondary endpoints.
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 Sept. 30, 2016, the Company had $7.17 million in total
assets, $2.84 million in total liabilities and $4.33 million in
total stockholders' equity.
"As of September 30, 2016, the Company had cash and cash
equivalents of $5.8 million as well as accounts payable and accrued
expenses aggregating $2.1 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 Phase IIb clinical trial ("Abili-T") of Tcelna in
patients with secondary progressive multiple sclerosis ("SPMS"),
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 nine months ended September 30, 2016
was approximately $765,000 per month, thereby creating substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in its quarterly report on Form 10-Q for the
period ended Sept. 30, 2016.
OW BUNKER: ING Bank's Motion for Reconsideration Denied
-------------------------------------------------------
Jack Newsham, writing for Bankruptcy Law360, reported that U.S.
District Judge Katherine B. Forrest rejected several requests by
ING Bank NV to reconsider her decisions to deny it maritime liens
before briefing had even wrapped up on Nov. 28. The Judge said the
bank merely re-argued the points of a sprawling ship fuel debt
dispute that she already dealt with. ING Bank loaned money to
Denmark-based OW Bunker A/S before its 2014 bankruptcy and was
designated its security agent.
About O.W. Bunker
OW Bunker AS is a global marine fuel (bunker) company founded in
Denmark.
On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and O.W. Bunker
Supply & Trading A/S in an in-court restructuring procedure with
the probate court in Aalborg, Denmark. By Nov. 7, 2014, the
Danish
entities (plus O.W. Bunker Supply & Trading A/S, O.W. Cargo
Denmark
A/S, and Dynamic Oil Trading A/S) were placed under formal Danish
bankruptcy (liquidation) proceedings in the Aalborg probate court.
The company declared bankruptcy following its admission that it
had
lost US$275 million through a combination of fraud committed by
senior executives at its Singaporean unit.
The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and O.W.
Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case
Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014.
The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S.
Debtors tapped Patrick M. Birney, Esq., and Michael R. Enright,
Esq., at Robinson & Cole LLP, as counsel. McCracken, Walker &
Rhoads LLP served as co-counsel. Alvarez & Marsal acted as the
financial advisor.
The Office of the United States Trustee formed an official
committee of unsecured creditors of the Debtors on Nov. 26, 2014.
The Committee tapped Hunton & Williams LLP as its attorneys.
On Dec. 15, 2015, the U.S. Debtors obtained confirmation of their
First Modified Liquidation Plans. Under the plan, the Debtors
proposed to create two liquidating trusts, one for each of its
North American units, to hold the estate assets of each company and
make distributions to creditors, while parent OW Bunker Holding
North America Inc. will dissolve.
According to a Bloomberg report, under the First Modified Plan,
administrative claims of $0.94 million, U.S. Trustee Fees, non-tax
priority claims against OWB USA and NA, Priority tax claims of
$0.05 million, secured claims against OWB USA and NA and fee claims
will be paid in full in cash. Subordinated claims against OWB USA
and NA will not receive any distribution. Electing OWB USA
unaffiliated trade claims of $13.3 million will have a recovery of
40% amounting to $5.31 million. OWB NA affiliated unsecured claims
and non-electing OWB NA unaffiliated trade claims will have a
recovery of 1% in cash. OWB USA affiliated unsecured claims will
have a recovery of 0.4% in cash. Electing OWB NA unaffiliated
trade claims will receive pro rata payment of $2.5 million in cash.
Non-Electing OWB USA unaffiliated trade claims of $18.36 million
will be paid $0.07 million in cash, a recovery of 0.4%. Equity
interests in OWB USA and NA will be cancelled and will not receive
any distribution. The plan will be funded by cash in hand and sale
of assets.
OXBOW CARBON: Moody's Lowers CFR to B2; Outlook Stable
------------------------------------------------------
Moody's Investors Service downgraded the ratings of Oxbow Carbon
LLC, including the Corporate Family Rating to B2 from B1,
Probability of Default Rating (PDR) to B2-PD from B1-PD, and the
ratings on the second lien debt to Caa1 from B3. The ratings on
the first lien secured revolver and term loan are affirmed at B1.
The outlook is stable.
Issuer: Oxbow Carbon LLC
Downgrades:
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Corporate Family Rating, Downgraded to B2 from B1
Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD5)
from B3 (LGD5)
Affirmations:
Senior Secured Bank Credit Facilities, Affirmed B1 (LGD3)
Outlook Actions:
Outlook, Remains Stable
RATINGS RATIONALE
The downgrade reflects persistent weakness in the company's credit
metrics as the company continues to face weak macro-economic
conditions affecting energy and commodities companies. In
particular, the company's leverage as measured by Debt/ EBITDA (as
adjusted by Moody's) stood at 5.6x at Sept. 30, 2016. The company
obtained relief under its financial covenants, allowing for
sufficient headroom over the next twelve to eighteen months, and
has consistently generated positive free cash flows. Nevertheless,
we expect that the leverage will remain above 5x over the next
several quarters, which is high for the rating category.
Oxbow's ratings continue to reflect the company's modest size and
the volatility of the aluminum and steel industry which are key end
markets for the company's CPC and FGP segments, respectively.
However, Oxbow tends to exhibit relatively less volatile operating
margins than other producers given that operating earnings are
generally based on net spread. Although Moody's views the CPC
business, where the company enjoys a leading global market
position, as an important contributor to earnings, the company's
diversified business segments other than CPC, including FGP
distribution and sulfur, have historically mitigated volatility in
operating performance.
Oxbow has adequate liquidity, supported by $43 million of cash and
cash equivalents as of September 30, 2016 and roughly $276 million
available under a $600 million secured revolving credit facility
expiring in July 2018.
The B1 and Caa1 ratings on the first and second lien debt,
respectively, reflect their respective position in the capital
structure with respect to claim on collateral.
Oxbow's stable outlook reflects Moody's view that the company will
maintain positive free cash flows.
Going forward, the ratings and/or outlook could be raised if the
company's earnings and cash flow generation improve such that
leverage is expected to fall below 4.5x on a sustainable basis.
The ratings and/or outlook could be lowered if leverage was
sustained persistently above 5.5x.
The principal methodology used in these ratings was Global Steel
Industry published in October 2012.
Headquartered in West Palm Beach, Florida, Oxbow Carbon LLC (Oxbow)
is a major producer and supplier of calcined petroleum coke (CPC).
It is also among the world's largest distributors of carbon based
fuels including fuel grade petcoke (FGP) and other products. Oxbow
also serves as a third-party provider of sulfur and sulfuric acid
for sale to fertilizer companies as well as marketing, distribution
and logistics services for sulfur. For the 12 months ending Sept.
30, 2016, the company generated
$2 billion in revenues.
Oxbow is a subsidiary of Oxbow Carbon & Minerals Holdings, Inc., a
private company controlled by William I. Koch, with private equity
and strategic investors holding the balance.
PACIFIC 9: Seeks Feb. 21 Extension of Plan Exclusivity Period
-------------------------------------------------------------
Pacific 9 Transportation, Inc., asks the U.S. Bankruptcy Court for
the Central District of California to extend the exclusive period
to file a plan from November 23, 2016 to at least until February
21, 2017.
The Debtor relates that since the Petition Date, it has taken
significant steps toward increasing its revenue and changing its
business model. Currently, the Debtor is in the process of
increasing its revenue by changing its business model, offering
employment to additional drivers and leasing trucks for its
employee drivers to use.
The Debtor tells the Court that it has prepared a conversion plan
detailing the steps it will be taking in order to continue to
convert to a new employment model and increase its cash flow, which
will allow the Debtor to expand its business and reorganize its
affairs. The conversion plan covers the period of November 20,
2016 to February 11, 2017.
The Debtor describes the conversion as a hybrid employment model
which assumes that the Debtor will continue its current employment
practices with its drivers and gradually convert its current
drivers who own their own trucks to employee drivers so that all of
its current drivers will be employee drivers by January 1, 2017.
Additionally, the Debtor says it has been diligently working with
the Official Committee of Unsecured Creditors, providing the
Committee's counsel with the documents it has requested.
While the Debtor is unsure when it will be able to file a plan and
disclosure statement, the Debtor believes that a 90-day extension
of of the exclusivity period will allow the Debtor to continue to
convert to the hourly employee model for its drivers and start to
assess its profitability.
A hearing will be held on December 15, 2016 at 10:00 a.m. to
consider the Debtor's extension request.
About Pacific 9 Transportation
Pacific 9 Transportation, Inc. is a trucking company located in Los
Angeles, California that provides trucking services throughout
California. The Company rents real property located at 21900 S.
Alameda Street, Los Angeles, CA 90810 for the premises used to
store its trucks, trailers, ocean containers, and legally related
equipment. As of September 1, 2016, it began using the premises as
its office and principal place of business.
Pacific 9 Transportation, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 16-15447) on
April 26, 2016. The petition was signed by Le Phan, CFO. The case
is assigned to Judge Julia W. Brand. The Debtor estimated both
assets and liabilities in the range of $1 million to $10 million.
The Debtor hires Haberbush & Associates LLP as its general
bankruptcy counsel; and The Law Firm of Atkinson, Andelson, Loya,
Ruud & Romo as its special counsel.
The Office of the U.S. Trustee on June 14 appointed seven creditors
of Pacific 9 Transportation, Inc., to serve on the official
committee of unsecured creditors, namely: Daniel Linares, Amador
Rojas, Fariborz Rostamian, Gilberto Camacho, Hugo Pelayo, Jaime
Guerrero, and Fernando Flores. On July 5, the U.S. Trustee
appointed Victor Castro and Santiago Aguilar to serve on the
official committee of unsecured creditors.
The Official Committee of Unsecured Creditors hired Danning, Gill,
Diamond & Kollitz, LLP as local counsel for the Committee; and
Armory Consulting Company as financial advisor.
PACIFIC WEBWORKS: Court Confirms Plan of Liquidation
----------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court
confirmed Pacific WebWorks' Plan of Liquidation. According to
documents filed with the Court, "Outside of the net proceeds from
the Asset Sales and the Settlements and other cash of the Debtor,
the Debtor believes it has one remaining asset of value -- its
corporate shell. Under the Plan, the Debtor's Estate and all of its
remaining assets will become property of the Liquidating Trust, and
a Liquidating Trustee will be appointed to conduct an orderly
liquidation of the assets with the goal of maximizing returns to
creditors. The Plan proposes that Gil A. Miller, a founding member
and principal of Rocky Mountain Advisory ('RMA'), a Salt Lake City
based advisory and professional services firm, will serve as the
Liquidating Trustee for the Liquidating Trust and will have overall
responsibility for the liquidation. In particular, the Liquidating
Trustee will be responsible for liquidating all remaining assets,
including evaluating and prosecuting Causes of Action to the extent
appropriate, objecting to Claims as appropriate and making
distributions to creditors."
About Pacific WebWorks
Pacific WebWorks, Inc., previously known as Asphalt Associates, was
an application service provider and software development company.
Pacific WebWorks sought Chapter 11 protection (Bankr. D. Utah Case
No. 16-21223) on Feb. 23, 2016, to pursue an orderly liquidation of
its assets. It estimated assets and debt of $1 million to $10
million.
The Debtor tapped George B. Hofmann of Cohne Kinghorne as counsel.
The Debtor also engaged Rocky Mountain Advisory as an independent
contractor to provide management services, and appointed Gil Miller
as chief restructuring officer.
PARTIES ARE US: Court to Hold Plan Hearing on Dec. 14
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia will continue the hearing on the confirmation of Parties
Are Us, Inc.'s Chapter 11 plan on December 14.
The hearing will be held at 1:30 p.m., at Bankruptcy Courtroom A,
300 Virginia Street East, Charleston, West Virginia.
Under the company's proposed restructuring plan, general unsecured
creditors will receive a distribution of 100% to be paid over 72
months or less, without interest.
Parties Are Us believes that it will have sufficient cash on hand
and cash flow over the next 72 months from operating revenue to pay
all the claims and expenses in full.
About Parties Are Us
Parties Are Us, Inc., d/b/a H&H Enterprises Entertainment Services,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.W. Va. Case No. 15-20180) on April 2, 2015.
The case is assigned to Judge Frank W. Volk. The Debtor is
represented by Mitchell Lee Klein, Esq.
At the time of the filing, the Debtor estimated its assets and
debt at $500,001 to $1 million.
PAUL KINDE: Court to Hold Plan Outline Hearing on Dec. 13
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas is set
to hold a hearing on December 13, at 10:00 a.m., to consider
approval of the disclosure statement explaining the Chapter 11 plan
of Paul and Manuela Kinde.
The hearing will take place at the U.S. Courthouse, 10th Floor
Courtroom, 1701 W. Business Highway 83, McAllen, Texas.
Meanwhile, a hearing on confirmation of the plan is scheduled for
January 20, at 9:00 a.m. Creditors have until January 13 to cast
their votes and file their objections to the plan.
The Debtors are represented by:
John Kurt Stephen, Esq.
Cardenas & Stephen, LLP
100 South Bicentennial
McAllen, TX 78501
Phone: (956) 631-3381
Fax: (956) 687-5542
Email: kurtstep@swbell.net
About Paul and Manuela Kinde
Paul and Manuela Kinde sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-70240) on June 6,
2016.
PERFORMANCE SPORTS: Amends Credit Pacts with 9938982 Canada & BofA
------------------------------------------------------------------
Performance Sports Group Ltd. entered into (i) Amendment No. 1 to
Superiority Debtor-in-Possession Term Loan Credit Agreement dated
as of Nov. 15, 2016, to the Superpriority Debtor-in-Possession Term
Loan Credit Agreement dated as of Oct. 31, 2016, by and among
Performance Sports Group Ltd., the subsidiary guarantors from time
to time party thereto, the lenders from time to time party thereto
and 9938982 Canada Inc., as administrative agent and collateral
agent and (ii) Amendment No. 1 to Superiority Debtor-in-Possession
ABL Credit Agreement dated as of Nov. 15, 2016, to the
Superpriority Debtor-In-Possession ABL Credit Agreement dated as of
Oct. 31, 2016, by and among Performance Sports Group Ltd., Bauer
Hockey Corp., Bauer Hockey, Inc., the subsidiary borrowers and
guarantors party thereto, the lenders from time to time party
thereto and Bank of America, N.A., as administrative agent and
collateral agent.
Copies of the Term Amendment and ABL Amendment are available for
free at
https://is.gd/PJxmdD
https://is.gd/bWtI4o
About Performance Sports
Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER,
MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names
and are distributed by sales representatives and independent
distributors throughout the world. In addition, the Company
distributes its hockey products through its Burlington,
Massachusetts and Bloomington, Minnesota Own The Moment Hockey
Experience retail stores.
On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.
The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.
The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball
/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS
Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.
The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as
notice, claims, solicitation and balloting agent.
PERFORMANCE SPORTS: Court Okays "Staking Horse" Purchase Agreement
------------------------------------------------------------------
Performance Sports Group Ltd., a developer and manufacturer of high
performance sports equipment and apparel on Nov. 30, 2016,
disclosed that the United States Bankruptcy Court for the District
of Delaware and the Ontario Superior Court of Justice (together,
the "Courts") have granted the Company approval of, among other
things, the bidding procedures and "stalking horse" bid protections
in connection with the previously announced "stalking horse" asset
purchase agreement, under which an acquisition vehicle to be
co-owned by an affiliate of Sagard Capital Partners, L.P. and
Fairfax Financial Holdings Limited, intends to acquire
substantially all of the assets of the Company and its North
American subsidiaries for U.S. $575 million in aggregate and assume
related operating liabilities.
Under the approved bidding procedures, interested parties must
submit qualified bids to acquire substantially all of the assets of
the Company no later than January 25, 2017. The approved bidding
procedures schedule the auction for January 30, 2017. A final sale
approval hearing is expected to take place shortly after completion
of the auction with the anticipated closing of the successful bid
to occur by the end of February 2017, subject to receipt of
applicable regulatory approvals and the satisfaction or waiver of
other customary closing conditions. Throughout the auction and
sale process, Performance Sports Group expects its operations will
continue uninterrupted in the ordinary course of business and that
day-to-day obligations to employees, suppliers of goods and
services and the Company's customers will continue to be met.
Performance Sports Group also on Nov. 30 announced that the Courts
have granted final approval for the Company to access an aggregate
of U.S. $386 million in term loan debtor-in-possession ("DIP")
financing and the balance of the asset-based DIP financing. The
Company will use the DIP financing to, among other things,
refinance its prepetition term loan credit agreement, dated as of
April 15, 2014, as amended, and fund day-to-day operations in the
ordinary course of business.
"We are pleased to have reached these important milestones in our
financial restructuring process and to move forward as planned to
effect an orderly sale of the business as a going concern and
maximize value for our stakeholders," said Harlan Kent, Chief
Executive Officer of Performance Sports Group. "With final
approval to access U.S. $386 million in new financing, together
with our ABL DIP, we expect to have sufficient liquidity to fund
our ongoing operations and continue serving our customers and
consumers and delivering our industry leading products and brands.
We are committed to acting in the best interests of Performance
Sports Group, our employees and our other stakeholders and look
forward to engaging in a robust auction process."
MCTO Bi-Weekly Regulatory Update
In addition, the Company is providing a bi-weekly status update in
accordance with its obligations under the alternative information
guidelines set out in National Policy 12-203 - Cease Trade Orders
for Continuous Disclosure Defaults ("NP 12-203"). As previously
announced, the Company is subject to a management cease trade order
("MCTO") issued by the Ontario Securities Commission (the "OSC"),
the Company's principal regulator in Canada, in connection with the
delayed filing of its Annual Report on Form 10-K, including its
annual audited financial statements for the fiscal year ended May
31, 2016 and the related management's discussion and analysis
(collectively, the "Annual Filings"), and the Company advises that
(i) there have been no material changes to the information relating
to the delayed filing of its Annual Filings, (ii) it intends to
continue to comply with the alternative information guidelines of
NP 12-203; (iii) except as previously disclosed, there are no
subsequent specified defaults (actual or anticipated) within the
meaning of NP 12-203; and (iv) there is no other material
information concerning the Company and its affairs that has not
been generally disclosed as of the date of this press release.
Additional Information
Additional information is available on the restructuring page of
the Company's website, www.PerformanceSportsGroup.com. For
additional information, vendors and customers may call the
Company's toll free hotline at 1-844-531-7079 in North America
(603-610-5998 from outside North America).
Centerview Partners LLC has been engaged as strategic financial
advisor and investment banker and interested parties should contact
representatives of Centerview Partners LLC regarding participation
in the sale and auction process.
About Performance Sports
Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER,
MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names
and are distributed by sales representatives and independent
distributors throughout the world. In addition, the Company
distributes its hockey products through its Burlington,
Massachusetts and Bloomington, Minnesota Own The Moment Hockey
Experience retail stores.
On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.
The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.
The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball
/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS
Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.
The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as
notice, claims, solicitation and balloting agent.
PLUG POWER: To Sell $200 Million Worth of Securities
----------------------------------------------------
Plug Power Inc. filed with the Securities and Exchange Commission a
Form S-3 registration statement relating to the offer of up to
$200,000,000 of any combination of common stock, preferred stock,
warrants, debt securities and units, either individually or in
units. The warrants and debt securities may be convertible into or
exercisable or exchangeable for common stock or preferred stock and
the preferred stock may be convertible into or exchangeable for
common stock.
The securities offered may be sold directly by the Company to
investors, through agents designated from time to time or to or
through underwriters or dealers on a continuous or delayed basis.
The Company will set forth the names of any underwriters or agents
and any applicable fees, commissions, discounts and over-allotments
in an accompanying prospectus supplement.
The Company's common stock is traded on the NASDAQ Capital Market
under the symbol "PLUG." On Nov. 17, 2016, the last reported sale
price of the Company's common stock on the NASDAQ Capital Market
was $1.51. The applicable prospectus supplement will contain
information, where applicable, as to any other listing, if any, on
the NASDAQ Capital Market or any securities market or other
exchange of the securities covered by the applicable prospectus
supplement.
A full-text copy of the Form S-3 is available for free at:
https://is.gd/ouWq1Z
About Plug Power
Plug Power Inc. (NASDAQ CM: PLUG) provides alternative energy
technology focused on the design, development, commercialization
and manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.
Plug Power reported a net loss attributable to the Company of $55.7
million on $103 million of total revenue for the year ended Dec.
31, 2015, compared to a net loss attributable to the Company of
$88.5 million on $64.2 million of total revenue for the year ended
Dec. 31, 2014.
As of Sept. 30, 2016, Plug Power had $224.0 million in total
assets, $129.2 million in total liabilities, $1.15 million in
redeemable preferred stock and $93.61 million in total
stockholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of Plug
Power until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.
PRESIDENTIAL REALTY: Jeffrey Rogers Resigns as Director
-------------------------------------------------------
Mr. Jeffrey Rogers submitted his resignation as a director of
Presidential Realty Corporation, effective Nov. 18, 2016. Mr.
Rogers did not have any disagreement with the Company or the Board.
His resignation was made for personal reasons, as disclose in a
Form 8-K report filed with the Securities and Exchange Commission.
About Presidential Realty
Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, (i) owns
income-producing real estate and (ii) holds 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 liabilities.
Presidential Realty reported a net loss of $495,400 on $932,000 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.
As of Sept. 30, 2016, Presidential Realty had $975,200 in total
assets, $2.50 million in total liabilities and a total
stockholders' deficit of $1.53 million.
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.
Q HOLDING: Moody's Retains B3 CFR on New $113MM Loan Add-On
-----------------------------------------------------------
Moody's Investors Service said that Q Holding Company's proposed
$113 million add-on to its $173 million term loan due 2021 is
credit negative because it increases debt and leverage.
Nevertheless, the transaction does not impact the company's ratings
including its B3 Corporate Family Rating, Caa1-PD Probability of
Default Rating, B3 rating on its senior secured credit facilities,
or stable rating outlook.
The principal methodology used in this rating/analysis was Global
Manufacturing Companies published in July 2014.
Q Holding Company, headquartered in Twinsburg, Ohio, is a global
manufacturer of precision-molded rubber and silicone components.
Pro-forma for Degania acquisition, Q will serve medical devices
(approximately 50% of revenue), automotive (approximately 35%) and
industrial markets. It is owned by private equity funds affiliated
with 3i Group plc, a global private equity and venture capital
company headquartered in London, United Kingdom.
QUANTUM CORP: Sets Annual Meeting of Stockholders for Jan. 31
-------------------------------------------------------------
The Board of Directors of Quantum Corporation fixed Dec. 2, 2016,
as the record date and Jan. 31, 2017, as the meeting date for
Quantum's next annual meeting of stockholders.
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 total stockholders'
deficit of $123.4 million.
QUANTUMSPHERE INC: Incurs $1.27 Million Net Loss in Sept. 30 Qtr.
-----------------------------------------------------------------
Quantumsphere, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.27 million on $27,299 of net sales for the three months ended
Sept. 30, 2016, compared to a net loss of $955,375 on $9,057 of net
sales for the three months ended Sept. 30, 2015.
As of Sept. 30, 2016, Quantumsphere had $1.11 million in total
assets, $4.52 million in total liabilities and a total
stockholders' deficit of $3.41 million.
As of Sept. 30, 2016, the Company had current assets of $94,380,
including $706 in cash.
Cash decreased $180,099 from $180,805 at June 30, 2016, to $706 at
Sept. 30, 2016. Net cash used in operating activities of $168,648
in the three months ended Sept. 30, 2016, included $1,270,968
operating loss and $52,006 increase in prepaid expenses, offset by
$384,864 increase in accounts payable and accrued expenses, $1,445
decrease in accounts receivable, and non-cash items of $529,935 in
discount amortization on notes payable, $90,635 in depreciation and
amortization, $83,250 in stock issued for services, $46,777 in loss
from change in fair value of derivative liabilities, and $17,420
stock based compensation. $636,504 in cash was used in operating
activities for the three months ended Sept. 30, 2015.
"We monitor our financial resources on an ongoing basis and may
adjust planned business activities and operations as needed to
ensure that we have sufficient operating capital. We evaluate our
capital needs, and the availability and cost of capital on an
ongoing basis and expect to seek capital when and on such terms as
deemed appropriate based upon an assessment of then-current
liquidity, capital needs, and theavailability and cost of capital.
We expect that any capital we raise will be through the issuance of
equity securities, the exercise of warrants and options, or the
issuance of debt instruments, including convertible debt
instruments. We believe that we will be able to obtain financing
when and as needed, but the capital may be epensive."
The Company said that its activities will necessitate significant
uses of working capital during and beyond fiscal 2017.
Additionally, the Company's capital requirements will depend on
many factors, including the success of its continued research and
development efforts and the status of competitive products. The
Company plans to continue financing its operations with cash
received from financing activities. The Company has engaged U.S.
Capital Partners and Avalon Securities for a proposed issuance of
up to $5.0 million of 8% Series A convertible preferred stock. The
Company has completed the due diligence phase and both firms are in
the process of presenting the offering to potential accredited
investors. The Company anticipates that, if the issuance is
partially or completely successful, some or all of the issuance
will be received by December 31, 2016. Should the issuance not be
successful, then absent another form of financing or capital raise,
the Company expects it will not be able to service current
obligations and anticipates that it will have to liquidate assets
and will no longer operate as a going concern. The financial
statements do not include any adjustments that might result for the
outcome of this uncertainty. The Company currently has sufficient
cash for operations through November 2016.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/feRF5r
About QuantumSphere, Inc.
QuantumSphere, Inc., (QSI) has developed a process to manufacture
metallic nanopowders with end-use application focused on the
chemical sector. The Company's principal activities include
capital formation, research and development, and marketing of its
metallic nanopowder products. The Company manufactures various
metals, bi-metallic alloys and catalysts at the nanoscale,
including iron, silver, copper, nickel and manganese. It offers
custom dispersions and integrated catalytic solutions for the
energy storage and chemical sectors, including nanoscale gold,
palladium, aluminum and tin. The Company's products include
QSI-Nano Iron, QSI-Nano Silver, QSI-Nano Copper, QSI-Nano Nickel
and QSI-Nano Manganese.
QuantumSphere reported a net loss of $4.36 million on $46,669 of
net sales for the fiscal year ended June 30, 2016, compared with a
net loss of $5.31 million on $48,047 of net sales for the fiscal
year ended June 30, 2015.
Squar Milner LLP issued a "going concern" qualification on the
consolidated financial statements for the fiscal year ended June
30, 2016, citing that the Company has recurring losses from
operations since inception and has limited working capital.
QUEST SOLUTION: Incurs $6.38 Million Net Loss in Third Quarter
--------------------------------------------------------------
Quest Solution, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6.38 million on $13.56 million of total revenues for the three
months ended Sept. 30, 2016, compared to net income of $697,400 on
$16.71 million of total revenues for the same period in 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $12.20 million on $43.43 million of total revenues
compared to a net loss of $10,120 on $40.94 million of total
revenues for the nine months ended Sept. 30, 2015.
As of Sept. 30, 2016, Quest Solution had $42.44 million in total
assets, $51.31 million in total liabilities and a total
stockholders' deficit of $8.86 million.
"Included in the net loss from continuing operations of $2.5
million in the third quarter, were $1.2 million of non-recurring
charges. The one-time charges include a $0.5 million loss on asset
write-off, $0.5 million financing charges related to the early
termination of the line of credit, $0.1 million in restructuring
charges, and $0.1 million in foreign exchange loss," stated Tom
Miller, interim chief executive officer. Miller continued, "For Q4
we will remain focused on continuing to drive sales and realizing
additional cost efficiencies across the enterprise."
In the third quarter, the Company announced the decision to dispose
of all its shares of its wholly owned subsidiary, Quest Solution
Canada Inc., to Viascan Group Inc. The operations of Quest
Solution Canada Inc. have been classified as a discontinued
operation and the assets and liabilities of Quest Solution Canada
Inc. have been classified as held for disposal. All the
negotiations for the final agreement have been substantially
completed and the transaction is expected to close in the 4th
quarter of 2016 with an effective date of September 30, 2016. The
Canadian operation has been generating operating losses and has
generated negative cash flows. The disposal of the Canadian
business will allow for the simplification of the operations and
will provide management greater flexibility to affect operational
and financial initiatives. This transaction should help us refocus
on the Company's strengths in mobile computing and data collection,
reduce our costs and accelerate our path to profitability.
In addition the Company started to put into effect its cost
reduction program in order to right-size the Company's cost
structure, and eliminate certain redundancies caused by the
multiple past business acquisitions. The cost savings from the
headcount reduction to date is $0.4 million on an annualized basis.
The cost reduction program has started to show results in that the
Company has realized a positive Adjusted EBITDA for the second
consecutive quarter. The streamlining efforts should continue for
the remainder of the year as well.
In July, the Company secured a new credit extension agreement with
a key supplier to ensure an uninterrupted supply of product. With
this extension agreement, $12.4 million of accounts payable was
converted into a secured promissory note with scheduled payments
until December 31, 2016. The Company is working with the supplier
to negotiate the extension of the maturity date of the promissory
note.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/HteCax
About Quest Solution
Quest Solution, formerly known as Amerigo Energy, Inc., is a
national mobility systems integrator with a focus on design,
delivery, deployment and support of fully integrated mobile
solutions. The Company takes a consultative approach by offering
end to end solutions that include hardware, software,
communications and full lifecycle management services. The highly
tenured team of professionals simplifies the integration process
and delivers proven problem solving solutions backed by numerous
customer references. Motorola, Intermec, Honeywell, Panasonic,
AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest
Solution uses in its systems.
Quest Solution reported a net loss of $1.71 million on $63.9
million of total revenues for the year ended Dec. 31, 2015,
compared to net income of $301,600 on $37.3 million of total
revenues for the year ended Dec. 31, 2014.
The Company's auditors RBSM LLP, in Leawood, Kansas, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has a working capital deficiency and significant
subordinated debt resulting from acquisitions. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
RE/MAX LLC: S&P Assigns 'BB' CCR & Rates Proposed Sr. Debt 'BB+'
----------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB' corporate credit
rating to Denver, Colo.-based RE/MAX LLC. The outlook is stable.
At the same time, S&P assigned its 'BB+' issue-level rating and '2'
recovery rating to the company's proposed senior secured debt
issues, which includes a $10 million revolving credit facility due
2021 and $235 million senior secured term loan due 2023. The '2'
recovery rating indicates S&P's expectation for substantial
recovery (70% to 90%; lower half of the range) of principal in the
event of a payment default.
The company will use the proceeds from the proposed credit
facilities and cash balances to fund the refinancing of its
existing debt, to acquire the master franchise rights for the New
Jersey, Kentucky, Tennessee, Georgia, and Southern Ohio regions,
and for general corporate purposes.
"The 'BB' corporate credit rating on RE/MAX primarily reflects our
expectation for operating lease-adjusted debt to EBITDA to remain
below 3.5x and funds from operations (FFO) to total operating
lease-adjusted debt to be above 20% through 2017," said S&P Global
Ratings credit analyst Justin Gerstley.
Although S&P believes the company may use cash flow or debt
capacity to finance acquisition and investment spending, or to
return capital to shareholders, the rating reflects S&P's belief
that it is unlikely that RE/MAX would engage in further leveraging
transactions that would increase and sustain adjusted debt/EBITDA
above 3.5x or FFO to total adjusted debt below 20%, which are the
thresholds at which S&P would lower its 'BB' corporate credit
rating. RE/MAX's financial policy is to allow gross leverage up to
4x, including investment and acquisition spending and shareholder
returns; however, the company historically has maintained
significant cash balances, lowering net leverage below our
downgrade threshold. S&P expects the company to continue to
maintain strong liquidity in the form of cash balances, revolver
availability, and free cash flow generation to support spending and
for RE/MAX to make financial policy choices that enables it to
maintain adjusted net leverage below 3.5x.
The stable outlook reflects S&P's belief that the U.S. residential
real estate market will continue to improve and that RE/MAX will
make financial policy decisions around investment and acquisition
spending and shareholder returns that will enable it to maintain
adjusted debt to EBITDA below 3.5x and FFO to adjusted debt above
20%--providing a cushion in the event of an economic downturn.
RESHETAR REALTY: Hires Obermayer as Counsel
-------------------------------------------
Reshetar Realty, Inc. seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ Obermayer
Rebmann Maxwell & Hippel LLP as counsel, nunc pro tunc to March 1,
2016 (petition date).
The Debtor requires Obermayer to:
a. provide the Debtor with legal advice respecting to its
powers and duties;
b. assist in the preparation of any legal papers for the
Debtor;
c. perform other legal services for the Debtor which may be
necessary for its restructuring and emergence from Chapter 11.
Obermayer will be paid at these hourly rates:
Attorneys $415-$550
Paralegals $180
On November 9, 2016, the Debtor paid Obermayer $25,000 of which
$5,413 was applied for pre-petition planning and consultation and
the remainder is held in escrow.
Edmond M. George, Esq., partner of Obermayer Rebmann Maxwell &
Hippel LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Obermayer may be reached at:
Edmond M. George, Esq.
Obermayer Rebmann Maxwell & Hippel LLP
Centre Square West
1500 Market Street, Suite 3400
Philadelphia, PA 19102
Phone: 215-665-3140
E-mail: edmond.george@obermayer.com
About Reshetar Realty, Inc.
Reshetar Realty, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 16-17899) on November 10, 2016. Edmond M.
George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP serves as
bankruptcy counsel.
The Debtor says assets and liabilities are both below $1 million.
ROADHOUSE HOLDING: Exits Chapter 11 After Debt Reduced by $300M
---------------------------------------------------------------
Logan's Roadhouse, Inc., a casual dining steakhouse chain, on Nov.
30, 2016, announced its emergence from chapter 11 under its Plan of
Reorganization.
As part of the confirmed plan, overwhelmingly supported by Logan's
creditors and owners and termed "excellent" by the presiding judge,
the company has:
-- Restructured its balance to reduce its debt from
approximately $400 million to just over $100 million, while
significantly lowering its interest expenses.
-- Exited 34 underperforming restaurants, resulting in aggregate
incremental EBITDA of $3.6 million leaving the Company with a
portfolio of strong performing restaurants.
-- Renegotiated leases and contracts resulting in over $4
million in annual savings.
"We're very proud of what the Company has accomplished in a little
over 90 days with the balance sheet restructuring and the
operational turnaround. We have a committed management team and a
unified vision for the company that returns Logan's to its roots.
The pieces are now in place for a very bright future for our
guests, employees and investors," said Nishant Machado, a Senior
Managing Director at Mackinac Partners and who is leading the
turnaround effort at Logan's.
Through the operational turnaround the Company has instituted a
number of changes to strengthen the brand to better serve its 30
million annual guests. Some of the broad changes implemented,
driving the turnaround include:
-- A revised menu with a return to the restaurants' most popular
items from year's past, and a focus on streamlining operations to
improve quality and
execution.
-- The launch of a major integrated marketing effort
highlighting core favorites such as steaks, ribs and yeast rolls as
well as the value Logan's delivers to its guests. For more
information, please visit www.logansroadhouse.com.
-- An investment in the teams through training, development and
attractive compensation packages, to recruit and retain strong
performers.
-- Revised training programs with an emphasis on the quality and
hospitality.
"While the industry as a whole has faced significant headwinds,
which have been widely reported, we believe the roadhouse
steakhouse concept is one which appeals to a large majority of
Americans and Logan's is focused on providing guests with value,
quality and a superior experience" Mr. Machado said.
Logan's currently has 195 company-operated and 26 franchised
restaurants in 20 states.
About Roadhouse Holding Inc.
Roadhouse Holding Inc. was founded in 2010 and is based in New
York. Roadhouse Holding, along with seven affiliates which include
Logan's Roadhouse Inc. and LRI Holdings Inc., filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case No. 16-11819) on Aug. 8,
2016.
Roadhouse Holding, et al., are represented by Robert S. Brady,
Esq., Edmon L. Morton, Esq., Ryan M. Bartley, Esq., Elizabeth S.
Justison, Esq., and Norah M. Roth-Moore, Esq., at Young Conaway
Stargatt & Taylor, LLP.
Hilco Real Estate, LLC, serves as real estate advisor to the
Debtors; Jefferies LLC as financial advisor; and Donlin Recano &
Company as claims and noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, on August 19, 2016,
appointed five creditors of Roadhouse Holding Inc. to serve on the
official committee of unsecured creditors. Kelley Drye & Warren
LLP has been tapped as lead counsel to the Committee while
Pachulski Stang Ziehl & Jones LLP has been tapped as co-counsel.
FTI Consulting, Inc. serves as financial advisor.
Dechert LLP and Ashby & Geddes, P.A., serve as counsel to (a) BOKF,
NA, as successor to Wells Fargo Bank, National Association, as
trustee and collateral agent under that certain Senior Secured
Notes Indenture, dated as of Oct. 4, 2010; (b) Carl Marks
Management Company, LLC; and (c) Marblegate Asset Management, LLC.
RONNIE CURRIE: Unsecureds To Recoup 8% Under Plan
-------------------------------------------------
Ronnie Currie and Marlonda V. Currie filed with the U.S. Banruptcy
Court for the Northern District of Georgia a disclosure statement
for the Debtors' plan of reorganization dated Nov. 16, 2016.
Under the Plan, holders of allowed Class 4 Unsecured Claims will
receive distribution equivalent to 8% of each entities allowed
Class 4 Claim. The total amount to be disbursed to holders of
allowed Class 4 Claims will be $12,300. Payments will be
semi-annually starting six months after the Effective Date and
continuing thereafter every six months. The payments will be on an
incremental scale as indicated: (i) the first year distributions
will total 5% of the Pool of $540 to be disbursed pro rata; (ii)
the second year distribution will total 14% of the pool or $1,740
to be disbursed pro rata; (iii) the third year distribution will
total 23% of the pool or $2,940 to be disbursed pro rata; (iv) the
fourth year distribution shall total 23% of the pool or $2,940; and
(v) the fifth year distribution will total 33% of the pool or
$4,140. The projected calculations for years 2 through 5 assumes
an increase in the available balance on a monthly basis from $45
per month in year 1 to $145 per month for year 2, $245 per month
for years 3 and 4 and $345 per month for year 5.
Holders of allowed Class 4 Claims are impaired and are entitled to
vote to accept or reject the Plan.
The Debtors will pay all claims from the Debtors' post-petition
income.
The Disclosure Statement is available at:
http://bankrupt.com/misc/ganb15-71849-66.pdf
The Plan was filed by the Debtors' counsel:
M. Denise Dotson, Esq.
M. DENISE DOTSON, LLC
170 Mitchell Street
Atlanta, Georgia 30303
Tel: (404) 526-8869
Fax: (404) 526-8855
E-mail: Ddotsonlaw@me.com
Ronnie Currie and Marlonda V. Currie are individuals and reside in
the State of Georgia. Ronnie Currie is employed by the State of
Georgia and Marlonda Currie is self-employed. The Debtors won
Defined Sugaring Studio and Defined LLC. Due to health reasons
Defined Sugaring Studio LLC will cease operations. Marlonda Currie
will focus her efforts on a beauty product line which she developed
and markets through Defined, LLC. Defined LLC will be
participating in a wholesale marketing event in January at
Atlanta's America Mart.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ga. Case No. 15-71849) on Nov. 12, 2015.
ROOSEVELT LOFTS: Award of Damages to LACCD Reversed
---------------------------------------------------
The Court of Appeals of California, Second District, Division Four,
reversed the judgment, which found that Roosevelt Lofts, LLC,
engaged in fraud in acquiring an easement from Los Angeles
Community College District (LACCD) and awarded damages to LACCD.
The case concerns a private 30-foot by 90-foot alley that runs from
Wilshire Boulevard to three buildings. Prior to a related
litigation, 700 Wilshire Properties owned the 700 Wilshire
Building, together with one-half of the alley and the appurtenant
easement, and LACCD owned the 770 Wilshire Building, together with
the other half of the alley and appurtenant easement. At that
time, Roosevelt Lofts owned the real property underlying the
Roosevelt Building, and several other parties owned the building
and appurtenant easement. During the pertinent period, the owners
of the 700 Wilshire Building and the 770 Wilshire Building each
owned one-half of the alley, although the owners of all three
buildings shared a common easement over the alley.
In 2007, 700 Wilshire Properties commenced the litigation against
Roosevelt Lofts and Alliance. Its complaint asserted claims for
declaratory and injunctive relief, alleging that a proposed use of
the alley for private vehicular traffic would overburden the alley
easement. In addition, the complaint asserted claims for trespass
and nuisance based on allegedly unauthorized work on the alley,
including a new concrete surface, a drainage system, an underground
conduit, and a permanent electronic gate at the entrance of the
alley. LACCD was identified as an indispensable party to the
action.
In February 2013, LACCD filed its second amended cross-complaint
against Roosevelt Lofts, which contained claims for fraud and
indemnity. The complaint asserted that LACCD's damages included
the costs of a new service elevator -- which Roosevelt Lofts
promised but never provided -- and attorney fees incurred in
litigation involving GS Roosevelt, LLC (GSR), including Roosevelt
Lofts' bankruptcy proceeding, an appeal before the Court of Appeals
of California, and a quiet title action. GSR is the transferee of
the Roosevelt Building and the appurtenant alley easement under
Roosevelt Lofts' confirmed reorganization plan.
LACCD submitted its fraud claim to the jury on theories of
intentional misrepresentation, promissory fraud, and concealment.
The jury returned special verdicts that Roosevelt Lofts engaged in
intentional misrepresentation and concealment, but not promissory
fraud. The jury awarded damages totaling $661,070, including
$91,273 for the costs of installing a new service elevator and
$294,271 in attorney fees under the "[t]ort of [a]nother" doctrine,
plus $50,881 in pre-judgment interest regarding those fees. After
entering a judgment in favor of LACCD and against Roosevelt Lofts
in accordance with the special verdicts, the trial court denied
Roosevelt Lofts' motion for a new trial.
Roosevelt Lofts challenged the judgment to the extent it awards as
damages the costs of a new service elevator and attorney fees under
the "tort of another" doctrine.
At the outset, the Court of Appeals of California agreed that in
view of the jury's special verdicts, the costs of a new service
elevator cannot be awarded as damages for promissory fraud. The
Court noted that the jury determined that the key requirements for
promissory fraud were absent, and attributed no damages to that
theory. The Court thus concluded that the jury's findings
foreclose any award for Roosevelt Lofts' failure to install a new
service elevator predicated on a theory of promissory fraud.
The Court further held that LACCD's entitlement to damages for
intentional misrepresentation and concealment was governed by the
measure of damages set forth in Civil Code section 3343, which does
not authorize a recovery for the breached promise to provide a new
service elevator.
The Court also concluded that the "tort of another" doctrine does
not support the award of fees relating to Roosevelt Lofts'
bankruptcy proceeding, the underlying action, and LACCD's quiet
title action against GSR.
To the extent the award reflects the fees that LACCD incurred in
Roosevelt Lofts' bankruptcy proceeding prior to the Court's
decision in the first appeal, the award fails for want of evidence
that the pre-decision portion of the bankruptcy proceeding
constituted "an action against" GSR. The Court found that nothing
in the record suggests that prior to the Court's decision in that
appeal, LACCD litigated any issue against GSR in the bankruptcy
proceeding.
To the extent the award reflects the fees incurred by LACCD in the
first appeal after GSR was substituted in as respondent, the Court
also held that the award fails because GSR represented Roosevelt
Lofts' interests in the judgment at issue in that appeal.
To the extent the award reflects the fees incurred by LACCD
following the first appeal, the Court concluded that the award is
improper because the pertinent litigation resulted from GSR's
independent conduct, and thus was not "the natural and probable
consequence" of Roosevelt Lofts' fraud.
The Court of Appeals of California thus reversed the judgment with
respect to the award of $91,273 for the costs of installing a new
service elevator, the award of $294,271 in attorney fees, and the
award of $50,881 for pre-judgment interest regarding those fees,
but affirmed in all other respects.
A full-text copy of the Court's November 22, 2016 ruling is
available at https://is.gd/8FHMGh from Leagle.com.
The case is LOS ANGELES COMMUNITY COLLEGE DISTRICT,
Cross-complainant and Respondent, v. ROOSEVELT LOFTS, LLC,
Cross-defendant and Appellant, No. B266057 (Cal. Ct. App.).
Cross-defendant and appellant is represented by:
J. Thomas Cairns, Jr., Esq.
STECKBAUER WEINHART
333 South Hope Street, 36th Floor
Los Angeles, CA 90071
Tel: (213)229-2868
Fax: (213)229-2870
Email: jtcairns@swesq.com
-- and --
H. Joseph Nourmand, Esq.
LAW OFFICES OF H. JOSEPH NOURMAND
2966 Wilshire Blvd
Los Angeles, CA 90010
Tel: (800)550-9816
Fax: (800)550-9401
Cross-complainant and Respondent is represented by:
John H. Holloway, Esq.
BEST BEST & KRIEGER
300 South Grand Avenue, 25th Floor
Los Angeles, CA 90071
Tel: (213)617-8100
Fax: (213)617-7480
Email: john.holloway@bbklaw.com
Scott W. Ditfurth, Esq.
Thomas M. O'Connell, Esq.
BEST BEST & KRIEGER
3390 University Avenue, 5th Floor
Riverside, CA 92501
Tel: (951)686-1450
Fax: (951)686-3083
Email: scott.ditfurth@bbklaw.com
thomas.oconnell@bbklaw.com
About Roosevelt Lofts
Based in Los Angeles, California, Roosevelt Lofts LLC is a luxury
condominium project in downtown Los Angeles. The company filed
for Chapter 11 protection on April 13, 2009 (Bankr. C.D. Calif.
Case No. 09-14214). David L. Neale, Esq., at Levene Neale Bender
Rankin & Brill LLP, represents the Debtor. In its petition, the
Debtor listed assets of between $100 million and $500 million, and
debts of between $50 million and $100 million.
ROSETTA GENOMICS: Prices $5-Mil. Private Placement Offering
-----------------------------------------------------------
Rosetta Genomics Ltd. has entered into definitive agreements with
one prominent institutional healthcare investor to purchase an
aggregate of 1,095,000 ordinary shares at a purchase price per
share of $0.50 and registered convertible debentures (convertible
into 6,320,000 ordinary shares) in a registered direct offering, as
well as unregistered convertible debentures (convertible into
2,585,000 ordinary shares) and warrants to purchase up to
10,000,000 ordinary shares in a concurrent private placement. The
offering is expected to result in gross proceeds of approximately
$5 million.
All convertible debentures will (i) have a term of 30 years, (ii)
be unsecured, (iii) not bear any interest and (iv) have a
conversion price of $0.50 per share. The warrants will (i) have a
term of five years, (ii) be exercisable upon issuance and (iii)
have an exercise price of $0.85 per share. In the event of a
reverse stock split, the conversion price of the convertible
debentures and the exercise price of the warrants may be reduced to
the average of the volume weighted average price for the two days
with the lowest volume weighted average price during the ten
trading days immediately following the reverse stock split;
provided that the conversion price of the debentures will not be
adjusted below $0.25 per share. Additionally, the conversion price
of the convertible debentures and the exercise price of the
warrants are subject to full ratchet anti-dilution protection in
the event Rosetta issues securities below the exercise price or
conversion price, as applicable, then in effect; provided that the
conversion price of the debentures will not be adjusted below $0.25
per share.
Aegis Capital Corp. acted as the lead placement agent and Maxim
Group LLC acted as co-placement agent for the offering.
The initial closing of the offering at which the company will
receive gross proceeds of $3,707,500 for the ordinary shares, the
registered debenture and warrants is expected to occur on or about
Nov. 29, 2016, and is subject to the satisfaction of customary
closing conditions. A second closing at which the company will
receive gross proceeds of $1,292,500 for the unregistered
convertible debentures will be held upon the effectiveness of a
resale registration statement covering the resale of the ordinary
shares issuable upon conversion of the unregistered convertible
debentures and upon exercise of the warrants, subject to the
satisfaction of customary closing conditions.
The ordinary shares and registered convertible debentures described
above were offered pursuant to a registration statement on Form F-3
(File No. 333-210366), which was declared effective by the United
States Securities and Exchange Commission on March 30, 2016. The
unregistered convertible debentures and warrants described above
were offered in a private placement under Section 4(a)(2) under the
Securities Act of 1933, as amended, and Regulation D promulgated
thereunder and, along with the ordinary shares issuable upon their
conversion and exercise, have not been registered under the Act,
and may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from such
registration requirements. Rosetta has agreed to file one or more
registration statements with the SEC covering the resale of the
ordinary shares issuable upon conversion of the unregistered
convertible debentures and upon exercise of the warrants.
About Rosetta Genomics
Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs. MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies. The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.
Rosetta Genomics reported a loss from continuing operations of
US$17.34 million on US$8.26 million of total revenues for the year
ended Dec. 31, 2015, compared to a loss from continuing operations
of US$14.52 million on US$1.32 million of total revenues for the
year ended Dec. 31, 2014.
As of June 30, 2016, Rosetta had US$15.79 million in total assets,
US$3.14 million in total liabilities and US$12.64 million in total
shareholders' equity.
ROSEWOOD OAKS: Hires JBGoodwin as Real Estate Agent and Broker
--------------------------------------------------------------
Rosewood Oaks, LLC seeks authorization from the U.S. Bankruptcy
Court for the Western District of Texas to employ JBGoodwin
Realtors as real estate agent and broker.
The Debtor requires JBGoodwin Realtors to:
a. represent the Debtor as its selling agent in the sale of the
real property known as 2600 and 2604 Rosewood Avenue, Austin, Texas
78702;
b. provide consulting services and sales assistance to the
Debtor regarding the sale of the property; and
c. provide other brokerage services as may be required from
time to time.
The Debtor will compensate JBGoodwin Realtors at a total commission
and broker rate of 3% for the listing at 2600 and 2604 Rosewood
Avenue, Austin, Texas 78702.
Linda DelToro of JBGoodwin Realtors, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
JBGoodwin Realtors may be reached at:
Linda DelToro
JBGoodwin Realtors
1613 South Capital of Texas Highway, Ste. 101,
Austin, TX 78746
Telephone: 512-502-7600
Facsimile: 512- 327-7449
About Rosewood Oaks
Rosewood Oaks, LLC sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 16-11141) on
September 30, 2016. The petition was signed by Avis Wallace,
manager. The case is assigned to Judge Tony M. Davis. At the
time of the filing, the Debtor estimated its assets
and
liabilities at $1 million to $10 million.
ROXANNE DURHAM: Unsecureds to Receive 30% Under Plan
----------------------------------------------------
Roxanne Durham filed with the U.S Bankruptcy Court, Eastern
District of New York a disclosure statement accompanying her
chapter 11 plan of reorganization, which contemplates a greater
recovery for creditors that would be available under any
alternative plan or in a chapter 7 liquidation.
Class V consists of disputed claim portion of BR Holding Fund LLC
in the amount of $43,224. The Debtor proposes to pay 15% dividend
of claim in 60 equal monthly installments of $108.
Class VI consists of general unsecured creditors in the Debtor's
case totaling approximately $20,604. The Debtor proposes to pay the
Unsecured Creditors 30% dividend of their allowed claims in 60
equal monthly installments. Members of this class are First
National Bank, Synchrony Bank, the New York State Department of
Taxation and Finance, and the Internal Revenue Service.
The funds required for confirmation and the payment of claims
required to be paid on the Effective Date shall be provided by
Debtor and the Reorganized Debtor from funds generated by the
business operations of the Debtor.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb1-15-44355-60.pdf
The Debtor is represented by:
Alla Kachan, Esq.
Law Offices of Alla Kachan, PC
3099 Coney Island Avenue, 3rd Floor
Brooklyn, NY 11235
Tel: (718)-513-3145
Fax: (347)-342-3156
Roxanne Durham sought Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 15-44355 ) on Sept. 24, 2015.
SAI KRUPA: Plan Proposes to Bay BLC $1MM Over 24 Months at 7%
-------------------------------------------------------------
Sai Krupa Inc. filed with the U.S. Bankruptcy Court for the
Southern District of Texas, McAllen Division, a first amended
combined chapter 11 disclosure statement accompanying their plan of
reorganization, under which which the Debtor intends to pay 100% of
the debt owed through restructuring the debt owed to creditor
Business Loan Center, LLC, with a payoff of that debt within a two
year period by refinancing the debt or selling the hotel located in
Mercedes, Hidalgo County, Texas. The other creditors will be paid
over an extended period of time.
Under the Plan, Class 5 - the secured claim of Business Loan
Center, LLC, in the amount of $989,208.357 that is secured by the
Hotel property, will be divided into two tranches.
Tranche A will be in the approximate amount of $600,000. The
Debtor will pay Tranche A by paying Business Loan Center $6,000
monthly for 23 months with interest accruing on the unpaid amounts
at 7% per annum until the amount owed is paid in full. The first
$6,000 monthly payment will be due and owing on or by the Effective
Date. The Debtor will pay the approximate $442,210.00 balance owed
on the 24th month after the Effective Date.
Tranche B will be in the amount of the balance of Business Loan
Center's claim and will accrue interest at 7%, but will require no
monthly payment. Tranche B will be due and owing on the 24th month
after the Effective Date.
Class 7 - Internal Revenue Service's Unsecured Priority Claim in
the amount of $5,503.38, will be paid by remitting payments of
$114.65 monthly for 48 months with interest on the unpaid balance
accruing at 0% per annum. This Class 7 creditor is impaired under
this Plan.
Class 8 - Internal Revenue Service’s Unsecured NonPriority Claim
in the amount of $5,848 will be paid by remitting payments of
$121.85 monthly for 48 months with interest on the unpaid balance
accruing at 0% per annum. This Class 8 creditor is impaired under
this Plan.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/txsb16-70087-71.pdf
The Debtor's Original Plan was filed on November 8 a full-text copy
of which is available for free at:
https://is.gd/XXrGQB
Dec. 14 Plan Confirmation Hearing
The U.S. Bankruptcy Court for the Southern District of Texas will
consider approval of the Chapter 11 plan of reorganization proposed
by Sai Krupa, Inc. at a hearing on December 14, at 11:00 a.m. The
hearing will be held at Bentsen Tower, 1701 West Business Highway
83, McAllen, Texas. The court will also consider at the hearing
the final approval of the company's disclosure statement, which it
conditionally approved on November 16.
The Debtor is represented by:
Jana Smith Whitworth
MARCOS D. OLIVA, PC
223 W. Nolana Boulevard
McAllen, Texas 78504
(956) 6837800
About Sai Krupa
Sai Krupa, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-70087) on February
26, 2016.
SAMSON RESOURCES: Second Lien Agent Balks at Panel's Disclosures
----------------------------------------------------------------
The disclosure statement explaining the Official Committee of
Unsecured Creditors' proposed Chapter 11 liquidating plan for
Samson Resources Corporation, et al., is "a myopic advocacy piece"
that downplays or omits discussion of certain material risks to the
feasibility of the proposed liquidation plan, and its Plan contains
"death trap" settlement proposals to the holders of First Lien
Secured Claims and Second Lien Secured Claims, Deutsche Bank Trust
Company Americas tells the Bankruptcy Court.
Deutsche Bank -- as successor administrative agent and collateral
agent under the Second Lien Term Loan Credit Agreement, dated as of
September 25, 2012, among Samson Investment Company, the Second
Lien Agent and the lenders party thereto -- asks the Court to
reject the Disclosure Statement.
Deutsche Bank contends that the Committee has all but ensured an
expensive confirmation battle by offering Second Lien Lenders the
"choice" of either financing a multimillion dollar litigation
challenging their liens and claims, or accepting a "settlement"
payment they cannot keep since it likely would have to be turned
over to the First Lien Lenders under the applicable intercreditor
agreement.
The Committee's Plan offers the First Lien Lenders an equally
flawed "settlement" proposal that requires them to stipulate they
are undersecured (even though they are, in fact, oversecured).
That settlement does not become effective unless the Court finds
that the Second Lien Lenders are entirely unsecured, which the
Court will be asked to do just because the stipulation between the
Committee and the First Lien Lenders will say so. Both of these
settlement proposals require the Prepetition Secured Parties to
reject the Debtors' Plan, so if the Committee's Plan is accepted by
these classes but is not confirmable, there will be no alternative
plan to confirm, and this entire dual track confirmation process
will have been a waste of time and resources. At a minimum, the
process risks associated with these settlement proposals should be
disclosed in the Committee's Disclosure Statement.
Deutsche Bank says the Committee's Disclosure Statement does not
adequately explain the rationale or risks of certain key features
of the Committee's Plan that should be of concern to all creditors.
It suggests that the Plan Administrator will be able to surcharge
the costs of these chapter 11 cases, allowed administrative and
priority unsecured claims and post-emergence expenses against the
Prepetition Collateral without mentioning that the Bankruptcy Code
would preclude surcharging most of these costs. It includes a
conclusory statement that there has been no collateral diminution
in these cases and makes no reference whatsoever to the possibility
that the Second Lien Lenders will have an allowed adequate
protection claim for any of the collateral diminution that has
occurred to date and would continue to occur under the Committee's
Plan. It proposes to allow junior creditors to be paid before the
proposed challenges to the Prepetition Secured Parties' rights and
claims are adjudicated, but it provides no explanation for how this
can occur without violating the priority rules under the Bankruptcy
Code. It provides a litigation recovery analysis that suggests
unsecured creditors have the potential to receive up to $1.5
billion out of the Committee's Plan, when in fact there is a more
than reasonable likelihood that actual recoveries could be closer
to zero if the Committee's proposed lien challenges are litigated
to conclusion. These one-sided disclosures create the impression
that the Committee's Plan is all upside for unsecured creditors and
minimal risk.
The Second Lien Agent has been advised that the Debtors and the
Committee agreed not to object to each other's disclosure
statements and to defer until confirmation any objections that
could raise issues of patent unconfirmability of either plan. In
deference to these fiduciaries' agreement, the Second Lien Secured
Parties have agreed to save their confirmation objections for the
confirmation hearing, as to which the Second Lien Agent reserves
all of their rights. This Objection merely identifies certain
incomplete and/or misleading disclosures that the Second Lien Agent
submits do not adequately inform creditors being asked to vote on
the Committee's Plan.
Counsel to Deutsche Bank Trust Company Americas, as Second Lien
Agent:
John H. Knight, Esq.
Amanda R. Steele, Esq.
Joseph C. Barsalona II, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square, 920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
- and -
Ana M. Alfonso, Esq.
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, New York 10019
Telephone: (212) 728-8000
Facsimile: (212) 728-8111
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook, the executive vice president and CFO,
signed
the petition. The Debtors estimated assets and liabilities of
more
than $1 billion.
Samson is an onshore oil and gas exploration and production
company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
Investment
banker. Garden City Group, LLC, serves as claims and noticing
agent to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
In September 2016, Judge Sontchi denied Samson Resources' Motion
for extension of their exclusive periods to file and solicit
acceptances of their chapter 11 plan. Samson sought an extension
of its exclusivity period by another six months through March
2017.
The Debtors have filed a plan of reorganization. The Creditors'
Committee has filed a competing plan of liquidation.
SAMSON RESOURCES: UST Says Plan Outline Lack Adequate Info
----------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3,
objects to the Disclosure Statement explaining Samson Resources
Corporation and its affiliates' Second Amended Joint Plan of
Reorganization and solicitation procedures and to confirmation of
the Debtors' Plan, for a variety of reasons, including but not
limited to:
a. The Disclosure Statement does not contain "adequate
information" for the voting classes on a number of
issues, including (1) post-confirmation oversight and
conduct of the proposed Settlement Trust, and (2)
identification of assets that will remain to be
reorganized after the Asset Sales have taken place.
b. The plan includes the discharge of the Debtor which is
improper if the Debtors intend to liquidate all of their
assets;
c. The proposed exculpation clause includes improper
parties;
d. The proposed solicitation procedures are inconsistent
with the Federal Rules of Bankruptcy Procedure and are
designed to disenfranchise creditors from voting; and
e. The Plan does not provide adequate due process because
it essentially precludes executory contract
counterparties from filing objections to cure claims or
rejection claims and other parties in interest from
filing objections to any of the proposed contents of the
Plan Supplement.
The Plan proposes a sale of the Debtors' assets, and a distribution
of cash to the First Lien Lenders, conversion of the claims of the
Second Lien Lenders from debt to 100% of the equity in the
Reorganized Debtors, and the creation of a Settlement Trust for the
benefit of General Unsecured Claims. The Reorganized Debtors will
administer the Settlement Trust free of oversight or supervision
and without having to seek court approval to settle claims.
Although the Plan and Disclosure Statement describe how the
Settlement Trust will be funded, there is no disclosure as to what
the amount of initial funding will be, the U.S. Trustee notes.
The U.S. Trustee also points out that the proposed solicitation and
voting procedures severely limit the number of voting creditors by
(1) including an overbroad definition of the term "Disputed in the
Plan", and (2) proposing not to serve parties entitled to be served
with confirmation materials. Numerous deadlines are proposed to
take place in a manner that act to deny or impede due process as a
practical matter.
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook, the executive vice president and CFO,
signed
the petition. The Debtors estimated assets and liabilities of
more
than $1 billion.
Samson is an onshore oil and gas exploration and production
company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
Investment
banker. Garden City Group, LLC, serves as claims and noticing
agent to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
In September 2016, Judge Sontchi denied Samson Resources' Motion
for extension of their exclusive periods to file and solicit
acceptances of their chapter 11 plan. Samson sought an extension
of its exclusivity period by another six months through March
2017.
The Debtors have filed a plan of reorganization. The Creditors'
Committee has filed a competing plan of liquidation.
SHAHID CHAUDHRY: Unsecureds To Get Paid 0% Under 2nd Amended Plan
-----------------------------------------------------------------
Shahid Chaudry filed with the U.S. Bankruptcy Court for the Central
District of California a second amended disclosure statement
referring to the Debtor's plan of reorganization.
Holders of general unsecured claims -- which total $311,694.23 --
will be paid 0% of their allowed claims without interest in equal
monthly installments over five years. Under Sec. 1129(a)(15), if
an unsecured creditor objects to confirmation, an individual debtor
must either pay the present value of that unsecured claim in full
or make distributions under the plan totaling at least the value of
the Debtor's net disposable income over the greater of (a)five
years or (b) the period for which the Plan provides
payments. Each claim must receive the same treatment for each
claim in the same class.
The Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/cacb15-14629-145.pdf
As reported by the Troubled Company Reporter on Sept. 9, 2016, the
Debtor filed with the Court a first amended disclosure statement
proposing to pay general unsecured creditors 11% of their allowed
claims without interest in equal monthly installments over five
years. General unsecured claims total $311,694.
Shahid Chaudry filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 15-14629) in 2015. The Debtor is represented by Anerio V.
Altman, Esq., who has an office in Laguna Hills, California.
SIGNODE INDUSTRIAL: Moody's Affirms B2 CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed Signode Industrial Group US
Inc.'s B2 Corporate Family Rating and B2-PD Probability of Default
Rating following the company's announcement that it would add on
$450 million to the Senior Secured Term Loan. Additional
instrument ratings are detailed below. The proceeds of the add-on
term loan will be used to pay a shareholder dividend and pay
related fees and expenses. The transaction is expected to close in
December 2016. The rating outlook is stable.
Moody's took these actions:
Signode Industrial Group US Inc.
-- Affirmed Corporate Family Rating, B2
-- Affirmed Probability of Default Rating, B2-PD
Signode Industrial Group US Inc. and co-borrower Signode Industrial
Group Lux S.A.
-- Affirmed $400 million Senior Secured Multicurrency Revolving
Credit Facility due 2019, B1/LGD3
-- Affirmed $1,800 million Senior Secured Term Loan B due 2021,
B1/LGD3 ($1,220 million pro forma outstanding as of
9/30/2016 and incl. $450M add-on)
-- Affirmed $400 million Senior Secured Euro Term Loan due
2021, B1/LGD3 (to be withdrawn at close of transaction)
-- Assigned EUR300 million Senior Secured Term Loan due 2021,
B1/LGD3 (EUR293.25 million outstanding as of 9/30/2016)
-- Affirmed $750 million Senior Unsecured Notes due 2022,
Caa1/LGD5
The ratings outlook is stable.
The ratings are subject to the receipt and review of the final
documentation.
RATINGS RATIONALE
The affirmation of the B2 corporate family rating despite the
deterioration in pro forma credit metrics reflects management's
pledge to dedicate all free cash flow to debt reduction and an
expectation that the company will continue to generate good free
cash flow. While Signode's end markets may remain sluggish and
foreign exchange rates unfavorable, the company is expected to
continue to continue to generate good free cash flow. Additionally,
Signode is also expected to benefit from various productivity
initiatives and tax benefits.
The B2 corporate family rating reflects weakness in certain key
credit metrics, high exposure to cyclical end markets and the
fragmented and competitive industry. The rating also reflects the
risks in the company's cost cutting initiative, the lack of
operating history as a standalone entity and significant foreign
currency exposure. The company is highly levered to the economic
cycle and certain cyclical industries. Signode also has limited
cost pass-throughs for its products.
Strengths in the company's profile include its high quality/margin
product strategy, base of installed equipment and high percentage
of consumables. Additional strengths include the low customer
concentration of sales and geographic diversity. Signode focuses
on producing high quality products and aftermarket services for
applications where the cost of failure is high and accountability
and reliability are paramount. The rating is also supported by an
expected increase in free cash flow due to the elimination of
onetime charges and an expectation that Signode will carefully
apportion free cash flow between debt reduction and accretive
acquisitions to maintain credit metrics within the rating
category.
The rating could be upgraded if Signode sustainably improves its
credit metrics within the context of a stable operating and
competitive environment, while maintaining adequate liquidity
including ample cushion under financial covenants. Specifically,
the company would need to improve debt to EBITDA to below 5.0
times, improve EBITDA to interest expense of over 3.5 times and
improve funds from operations to debt to above 11.0%.
The ratings could be downgraded if there is deterioration in credit
metrics, liquidity or the competitive and operating environment.
The ratings could also be downgraded if the company undertakes any
significant acquisition. Specifically, the ratings could be
downgraded if debt to EBITDA remains above 5.6 times, EBITDA to
interest expense declines below 2.6 times, and funds from
operations to debt declines below 8.0%.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.
Signode Industrial Group is a global manufacturer of industrial
packaging products and solutions. The company operates in three
segments which include strap packaging, protective packaging and
stretch packaging (61%, 24% and 15% of revenue respectively). The
primary raw materials used are plastic resins (PET / PP), steel,
recycled products, and paper. The company generated revenues of
approximately $2.1 billion for the 12 months ended September 30,
2016. Signode has been a portfolio company of The Carlyle Group
since May 2014.
SMITH FARM: Hires Allen & Vellone as Litigation Counsel
-------------------------------------------------------
Smith Farm, LLC seeks authorization from the U.S. Bankruptcy Court
for the District of Colorado to employ Allen & Vellone as attorney
for the Debtor-in-Possession.
The Debtor continues to exercise its business judgment and it has
determined that Weinman & Associates, P.C. is the best law firm to
represent its interests with regard to reorganization matters, and
Allen & Vellone, P.C. is the best law firm to represent its
interests in adversary litigation matters and contested matters.
The Debtor employs the law firm of Allen & Vellone, P.C. to act as
co-counsel with Weinman & Associates, P.C. to assist the Debtor in
this case and specifically to represent the Debtor in connection
with litigation matters arising in this case, including any matters
arising under 11 U.S.C. sec. 544, 547, 548 and 549, as well as
contested matters which may require an evidentiary hearing.
Allen & Vellone lawyers and professional who will work on the
Debtor's case and their hourly rates are:
Patrick D. Vellone $425
Mark A. Larson $265
Paralegal $140
Allen & Vellone, P.C. has received from the Debtor a retainer in
the amount of $10,000.
Mark A. Larson, Esq., shareholder with the law firm of Allen &
Vellone, P.C., assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Allen & Vellone may be reached at:
Mark A. Larson, Esq.
Patrick D. Vellone, Esq.
Allen & Vellone, P.C.
1600 Stout Street, Suite 1100
Denver, CO 80202
Phone: (303)534-4499
Fax: (303)893-8332
E-mail: mlarson@allen-vellone.com
pvellone@allen-vellone.com
About Smith Farm, LLC
Smith Farm, LLC filed a Chapter 11 bankruptcy petition (Bankr.
D.Colo. Case No. 16-21062) on November 11, 2016. Hon. Joseph G.
Rosania Jr presides over the case. Weinman & Associates, PC
represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Marylu
Smith-Dischner, manager.
SMITH FARM: Hires Weinman & Associates as Bankrupty Counsel
-----------------------------------------------------------
Smith Farm, LLC seeks authorization from the U.S. Bankruptcy Court
for the District of Colorado to employ Weinman & Associates, PC as
counsel for the Debtor-in-Possession.
The Debtor desires to retain Weinman & Associates, P.C. to
represent it in matters of administration, and bankruptcy counsel
generally, including preparation of the statements and schedules,
the Plan of Reorganization and Disclosure Statement.
Weinman & Associates lawyer and professionals who will work on the
Debtor's case and their hourly rates are:
Jeffrey A. Weinman, Esq. $475
William A. Richey, Paralegal $300
Lisa Barenberg, Paralegal $250
The Firm has received a $35,000 retainer from the Debtor
Jeffrey A. Weinman, Esq., president of the law firm of Weinman &
Associates, P.C., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Weinman & Associates may be reached at:
Jeffrey A. Weinman, Esq.
William A. Richey, Esq.
Weinman & Associates, PC
730 17th Street, Suite 240
Denver, CO 80202
Phone: (303)572-1010
Fax: (303)572-1011
E-mail: jweinman@epitrustee.com
About Smith Farm, LLC
Smith Farm, LLC filed a Chapter 11 bankruptcy petition (Bankr.
D.Colo. Case No. 16-21062) on November 11, 2016. Hon. Joseph G.
Rosania Jr presides over the case. Weinman & Associates, PC
represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Marylu
Smith-Dischner, manager.
SOUTHERN SKY AIR: Chartis Tried to Avoid Paying $18M, Bank Says
---------------------------------------------------------------
William Gorta, writing for Bankruptcy Law360, reported that Merrick
Bank Corp. told a New York federal jury on Nov. 28, 2016, that
Chartis Specialty Insurance Co. "concocted" an after-the-fact
equivalency between an escrow account and a merchant reserve
account to avoid paying $18 million in uncollected chargebacks when
Direct Air went bankrupt in 2012.
According to a 2014 report by David Wren at MyrtleBeachOnline.com,
Merrick Bank filed in January 2014 a complaint in Direct Air's
bankruptcy case, alleging mismanagement of an escrow account by
Valley National Bank. The account was supposed to keep Direct Air
passengers' money safe. The report noted that Merrick Bank
guaranteed Direct Air passengers' credit card payments and has had
to pay $26.2 million in chargebacks for tickets on flights that
never occurred. Merrick Bank alleges that Valley National Bank
failed to segregate funds in the escrow account, allowing funds
from different scheduled flights to flow into the same pot of
money. Valley National Bank would then transfer to Direct Air
whatever amount the charter service said it was owed, according to
the complaint.
According to Mr. Wren, the complaint alleged that executives at
Direct Air drained more than $30 million from the escrow account by
submitting false reports to the bank that held the account. The
account only had $1 million when the charter abruptly stopped
flying. The complaint did not name the Direct Air executives.
Southern Sky Air & Tours, LLC, doing business as Direct Air, filed
a Chapter 11 petition (Bankr. D. Mass. Case No. 12-40944) on
March 15, 2012. Alan L. Braunstein, Esq., at Riemer & Braunstein,
LLP, in Boston, served as counsel. The Debtor estimated up to
$1 million in assets and up to $50 million in liabilities.
The airline began operating in 2007. It halted operations three
days before the bankruptcy filing.
SPENDSMART NETWORKS: Amends Annual Report to Add Omitted Info
-------------------------------------------------------------
SpendSmart Networks, Inc., filed an amendment No. 1 on Form 10-K/A
to amend its annual report on Form 10-K for the year ended Dec. 31,
2015, originally filed with the Securities and Exchange Commission
on April 15, 2016, to include the information required by Items 11
and 12 of Part III of Form 10-K. This information was previously
omitted from the Original Filing in reliance on General Instruction
G(3) to Form 10-K, which permits the information in the above
referenced items to be incorporated in the Form 10-K by reference
from the Company's definitive proxy statement if such statement is
filed no later than 120 days after our fiscal year-end. The
Company filed the amendment to include Part III information in its
Form 10-K because a definitive proxy statement containing such
information was not filed by the Company within 120 days after the
end of the fiscal year covered by the Original Filing. A full-text
copy of the Form 10-K/A is available at: https://is.gd/6jWnjH
About SpendSmart Networks
SpendSmart Networks provides proprietary loyalty systems and a
suite of digital engagement and marketing services that help local
merchants build relationships with consumers and drive revenue.
These services are implemented and supported by a vast network of
certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing and website
development. Consumers' dollars go further when they spend it with
merchants in the SpendSmart network of merchants, as they receive
exclusive deals, earn rewards and ultimately build a connection
with their favorite merchants.
Spendsmart Networks reported a net loss of $11.9 million on $5.58
million of total revenues for the year ended Dec. 31, 2015,
compared to a net loss of $12.2 million on $4.03 million of total
revenues for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Spendsmart Networks had $3.27 million in
total assets, $6.48 million in total liabilities and a total
stockholders' deficit of $3.21 million.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has recurring losses
and has yet to establish a profitable operation and at Dec. 31,
2015 has negative working capital and stockholders' deficit. These
factors among others raise substantial doubt about its ability to
continue as a going concern.
STAGES INC: Hires Ballstaedt as Bankruptcy Lawyer
-------------------------------------------------
Stages, Inc., seeks authorization from the U.S. Bankruptcy Court
for the District of Nevada to employ the Ballstaedt Law Firm as
attorneys for the Debtor.
The Debtor requires the Firm to:
a. institute, prosecute, or defend any contested matters
arising out of this bankruptcy proceeding in which the Debtor may
be a party;
b. assist in the recovery and liquidation of estate assets,
and to assist in protecting and preserving the same when
necessary;
c. assist in determining the priorities and statuses of claims
and in filing objections thereto when necessary;
d. assist in preparation of a disclosure statement and Chapter
11 plan of reorganization; and
e. advise the Debtor and perform other legal services for the
Debtor which may be or become necessary in this bankruptcy
proceeding.
The Firm will be paid at these hourly rates:
Attorneys $300
Paralegals $150
The Firm and the Debtor have agreed to a retainer amount of
$3,717.
The Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Seth D. Ballstaedt, Esq. of Ballstaedt Law Firm assured the Court
that the firm and does not represent any interest adverse to the
Debtor and its estates.
The Firm may be reached at:
Seth D. Ballstaedt, Esq.
Ballstaedt Law Firm
9555 S.Eastern Ave., Suite 210
Las Vegas, NV 89123
Phone: (702) 715-0000
Fax: (702) 666-8215
About Stages, Inc.
Stages Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.Nev.
Case No. 16-16019) on November 10, 2016. Seth D. Ballstaedt, Esq.,
at Ballstaedt Law Firm serves as bankruptcy counsel.
The Debtor's assets and liabilities are both below $1 million.
STEEL DYNAMICS: Moody's Assigns Ba2 Rating on $400MM Sr. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Steel Dynamics,
Inc.'s (SDI) $400 million senior unsecured notes due 2026. Proceeds
will be used to tender for and refinance the $400 million notes due
August 2019. All other ratings, including the Ba1 corporate family
rating and Ba1-PD probability of default rating remain unchanged.
The outlook is stable.
Assignments:
Issuer: Steel Dynamics, Inc.
Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4)
RATINGS RATIONALE
SDI's Ba1 CFR considers its low cost mini-mill operating structure
and its diversified product mix, as the company continues to shift
toward higher value-added steel and specialty alloys. The rating
also acknowledges the ongoing but slow recovery in the construction
industry as well as continued strength in the automotive markets.
While Moody's believes that light vehicle sales in the US have
peaked, the market is expected to remain robust (Moody's expects a
modest decline of 0.6% in 2017 following a projected 0.3% rise in
2016). In addition, Moody's believes that SDI is among the lowest
cost steel producers in the US, on a per ton basis, which enables
the company to better manage through periods of low prices and
sluggish demand and exhibit strong performance in periods of
improved prices and utilization levels. The company's 2014
acquisition of Severstal Columbus (Columbus) provided strategic
value by strengthening product and geographic diversity, increasing
production capacity, and improving operational flexibility.
SDI's rating is constrained by the volatility in the steel industry
and the overall challenging conditions that continue to face the
industry although SDI's low cost position and good product
diversity has enabled the company to exhibit above average
performance despite weakness in the oil and gas and the equipment
and machinery markets. Sustained performance improvement is also
dependent on a continuation of the gradual improvement in
non-residential construction, a substantial end market served
primarily by SDI's steel fabrication and structural steel
operations. Nonetheless, the steel price run-up in the early part
of 2016 and SDI's strong operating rates relative to the industry,
have resulted in the company reporting strong improvement in
operating performance and metrics through Sept. 30, 2016, as
evidenced by its EBIT margin of 10.1% for the twelve months ended
September 30, 2016 (4.7% at year-end Dec. 31, 2015), stronger
interest coverage and reduced leverage. While Moody's expects the
positive momentum seen, particularly in the third quarter, to
retreat somewhat in the fourth quarter, SDI is expected to have a
strong 2016 with continued good performance expected for 2017.
Additionally, the solid liquidity, with $1.1 billion in cash at
Sept. 30, 2016, and no near term debt maturities further support
the rating.
The stable outlook incorporates our expectations that SDI will
exhibit solid performance and maintain metrics consistent with its
Ba1 rating over the next 12-18 months. SDI's performance will
realize further benefits from the Columbus acquisition, the
commercial construction end market will continue to show
improvement, and other key end markets such as automotive,
structural and rail, will remain solid despite some expected
softening. The outlook also considers our expectation that the
moderation in steel prices experienced in recent months has
bottomed, although increases in scrap and other raw material costs
will influence price direction and metal spreads.
Should SDI sustain debt/EBITDA under 3.0x, EBIT/interest coverage
above 4.0x, EBIT margins in the mid-teens, and consistently
generate free cash flow, its ratings and/or outlook could be
favorably impacted. However, upward rating movement to investment
grade is constrained by the secured nature of the ABL revolver and
term loan facility. A downward rating action could occur should
SDI's debt/EBITDA exceed 4.0x, EBIT/interest track below 3.0x, and
free cash flow generation is negative, all on a sustainable basis.
The Ba2 rating on the senior unsecured notes reflects their more
junior position, under Moody's loss given default methodology given
the $1.2 billion asset backed revolving credit facility (ABL), the
$250 million secured term loan facility, and priority accounts
payable. Both the ABL and the term loan are secured by receivables
and inventory and the capital stock of certain subsidiaries.
The principal methodology used in this rating was "Global Steel
Industry" published in October 2012.
Headquartered in Fort Wayne, Indiana, Steel Dynamics, Inc. (SDI)
manufactures steel through its domestic mini-mills, which have an
estimated annual production capacity of approximately 11 million
tons. In addition, the company ranks among the largest scrap
processors in the United States, SDI also operates steel
fabrication facilities, which manufacture trusses, girders, joists,
and decking, and owns two iron-making facilities (Iron Dynamics and
its idled Minnesota Operations which includes its 82% owned Mesabi
Nugget). During the twelve months ended Sept. 30, 2016, the
company generated approximately $7.5 billion in revenues.
STEEL DYNAMICS: S&P Assigns 'BB+' Rating on Proposed $400MM Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating (same as
the corporate credit rating) to Fort Wayne, Ind.-based steelmaker
Steel Dynamics Inc.'s proposed $400 million senior unsecured notes
due 2026. The recovery rating is '3', indicating S&P's expectation
of meaningful (50% to 70%; upper end of the range) recovery in the
event of payment default.
The company will use the proceeds to fund the repayment of its
existing $400 million senior unsecured notes due 2019. S&P's
corporate credit rating on Steel Dynamics reflects S&P's view of
the company's business risk as satisfactory, due largely to its
scope and product diversity, as well as its low cost position and
flexible operations. S&P assess the company's financial risk as
significant, with expectations for adjusted funds from operations
to debt between 25% and 30% and debt to EBITDA between 2x and 2.5x
over the next 12 months.
Ratings List
Steel Dynamics Inc.
Corporate Credit Rating BB+/Stable/--
New Rating
Steel Dynamics Inc.
$400 mil senior unsecured notes BB+
Recovery Rating 3H
SUNEDISON INC: Committee Agrees to Mediation of D&O Issues
----------------------------------------------------------
William Gorta, writing for Bankruptcy Law360, reported that
SunEdison asked a New York bankruptcy court to order
court-supervised mediation to resolve disputes involving claims
against the directors and officers of the company and the unsecured
creditors committee's attempt to claw back assets transferred to
SunEdison's non-debtor yieldco subsidiaries.
SunEdison, in a response to motions from the committee, wrote that
the debtors and committee reached an agreement to mediate and asked
the bankruptcy court to hold those motions in abeyance and to
require "substantial good faith participation" from all parties.
In Court papers filed Nov. 23, 2016, SunEdison said that as stated
on the record at the Nov. 17 hearing, the Debtors and the Committee
have reached an agreement to resolve the D&O Standing Motion and
the D&O Litigation Stay Motion which, if approved by the Court,
would grant the Committee conditional standing to prosecute and
resolve the estate claims alleged against the Debtors' present and
former directors and officers named in its proposed complaint.
That agreement addresses the Debtors' concern that immediate
prosecution of the Proposed Claims, along with the claims covered
by the Debtors' directors and officers liability insurance policies
and the Debtors' fiduciary liability insurance policies that have
been asserted in dozens of lawsuits pending in other courts --
most, though not all, of which recently have been (or are being)
consolidated in the Multidistrict Litigation -- would quickly
deplete the available insurance proceeds through payment of defense
costs.
According to the Debtors, such a result would not be in the best
interests of the creditors in these Chapter 11 Cases or the
investor litigants vying to recover from the same finite pool of
insurance coverage. To be sure, the Debtors do not seek to give
any party a leg up over others in prosecuting its claims. Rather,
the Debtors seek to deal with all claims covered by the Insurance
Policies at once in the best interest of all stakeholders and the
estate. That is why the Debtors have advocated for a Court-ordered
mediation to which the Committee now has agreed.
According to SunEdison, the Debtors' and the Committee's agreement,
subject to approval by the Bankruptcy Court and the District Court,
is as follows:
(i) the Bankruptcy Court would enter an order holding the D&O
Litigation Stay Motion and further proceedings on the Proposed
Claims in abeyance while mediation is pending;
(ii) the Bankruptcy Court and the District Court would enter
orders staying the D&O Actions, appointing a mediator, directing
that a mediation be conducted, and requiring substantial, good
faith participation by the Debtors, the Committee, the Yieldcos,
the insurers on the Insurance Policies, and plaintiffs and the
directors/officers of the Debtors and the YieldCos named as
defendants in the D&O Actions and the Proposed Claims;
(iii) if SUNE's Tranche B Lenders and/or second lien creditors
have asserted claims against SUNE directors and officers before the
Mediation/Stay Orders are entered, they also would participate in
the mediation;
(iv) the Committee would be granted conditional standing to
pursue the Proposed Claims if the mediation is not ordered by a
date certain, if it fails, or if the D&O Actions are not stayed or
such stay is lifted;
(v) the mediator would submit regular periodic status reports
to this Court and the District Court; and (vi) the Debtors and the
Committee would have concurrent authority to settle the Proposed
Claims (including by way of releases in a plan of reorganization),
subject to providing notice and an opportunity to object.
The Insurance Policies available to the Debtors which are
implicated by the Proposed Claims and the D&O Actions include: (i)
the D&O Policies, which collectively provide (a) $150 million of
coverage for the Debtors and each of the two Yieldcos (and their
respective directors and officers), and (b) in excess of that
insurance, the Debtors have, and each of the Yieldcos has, another
$50 million of separate "side A" coverage for directors and
officers who do not receive indemnification from their respective
employer; and (ii) separately, for the ERISA actions that are a
subset of the Multidistrict Litigation pending before the District
Court, the Debtors have $15 million of fiduciary liability
insurance coverage.
Pursuant to an Oct. 4, 2016 Transfer Order of the U.S. Judicial
Panel on Multidistrict Litigation and an October 13, 2016 JPML
Final Conditional Transfer Order, 16 actions against SUNE, the
YieldCos, the Debtors' current and former directors and officers,
the underwriters of certain securities and debt offerings of the
Debtors or the Yieldcos, and SUNE's independent auditor have been
centralized and consolidated before the Honorable Judge P. Kevin
Castel in the United States District Court for the Southern
District of New York as MDL No. 2742. Additionally, three other
actions are in the process of being transferred to the District
Court, and four ERISA actions also are included in the
Multidistrict Litigation pending in the District Court.
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.
SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.
The Debtors retained Ernst &Young LLP to provide tax-related
services. Keen-Summit Capital Partners LLC has been hired as real
estate advisor. Binswanger of Texas, Inc., also has been retained
as real estate agent.
Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.
An official committee of unsecured creditors has been appointed in
the case. The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel. Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.
SUNEDISON INC: Debtor, DIP Lender Blast Panel Bid to Sue YieldCos
-----------------------------------------------------------------
In court papers filed Nov. 29, SunEdison Inc. told the Bankruptcy
Court the Creditors Committee's Standing Motion seeks immediate
authority for the Committee to commence alleged avoidance actions
against TerraForm Power, Inc. and TerraForm Global, Inc., and each
of their respective direct and indirect subsidiaries -- the
Yieldcos -- the Debtors' interest in which are the estates' most
valuable assets. Without any supporting evidence, the Committee
makes the naked assertion that the Debtors have unjustifiably
refused to bring suit against the Yieldcos. However, only the
Debtors (and not the Committee) owe fiduciary duties to the estates
as a whole -- the Committee only owes duties to unsecured
creditors. And the Debtors strongly disagree with the Committee's
self-interested and value-destructive "sue now" approach.
SunEdison said that over the last several months, the Debtors have
produced to the Committee approximately 260,000 pages of relevant
documents, and the Yieldcos have produced another several hundred
pages of documents. On October 7, 2016, the Committee sent the
Debtors a letter demanding that they immediately commence avoidance
actions against the Yieldcos or, alternatively, consent to the
Committee's standing to pursue such actions. If the Debtors did
not agree to this demand, the Committee made clear that it was
prepared to seek derivative standing on a contested basis. On
October 17, 2016, the Debtors responded that proceeding with
litigation and/or turning over control of causes of action to the
Committee before the Debtors completed their investigation and
identification of all of their claims and defenses would be
contrary to their fiduciary duties. In an October 28 response, the
Committee rejected the Debtors' request that the parties first
attempt a negotiated resolution and insisted on commencing
litigation immediately.
SunEdison acknowledged that that the Debtors are engaged in a
well-publicized M&A marketing process with the Yieldcos to maximize
the value of the Debtors' Yieldco interests, whether through a sale
or a chapter 11 plan. In the Debtors' judgment, obtaining
tangible, realizable offers for these estate assets is the prudent
course to maximize value for all estate constituents at this time,
rather than initiating costly and hotly contested litigation that
puts the value maximizing M&A process in jeopardy.
SunEdison said the Committee's self-interested motives, which do
not include maximizing value for the estates, are obvious. Yieldco
buyers likely will require resolution of the estates' claims
against the Yieldcos. By controlling the litigation, the Committee
can block any such resolution in order to pursue its own recoveries
against the Yieldcos at the expense of a value-maximizing
transaction without regard to the cost and delays involved or the
probability that any eventual judgment would be collectible. Thus,
the Committee seeks standing in order to achieve holdup value in
the reorganization process, by threatening to thwart value
maximization in favor of its hope for a speculative recovery for
unsecured creditors. This self-interested posture is precisely why
the Yieldco Standing Motion should be denied.
SunEdison clarified that the have not refused to bring claims
against the Yieldcos. Rather the Debtors have been engaged with
the Committee in a process to investigate and identify potential
claims against the Yieldcos. Indeed, the Debtors have produced
voluminous amounts of relevant documents to the Committee's
advisors and have helped facilitate production by the Yieldcos of
similar documents in their possession. However, the Debtors, as
fiduciaries for all of the estates (as opposed to one constituent
group), reasonably have concluded that now is not the right time to
litigate with the Yieldcos.
To deflect focus from its own conflict of interest, SunEdison said
the Committee speculates (without any supporting evidence) that the
Debtors are beholden to their secured creditors and, therefore, are
conflicted. However, it is not surprising that the Debtors'
approach, which prefers to first pursue a negotiated commercial
solution before launching a massively expensive and time consuming
litigation, might also appeal to the secured lenders; but the fact
that those lenders see the wisdom in the Debtors' approach does not
make the Debtors beholden to them. Moreover, the Committee already
is prosecuting a host of claims against the secured lenders, so its
constituency's rights vis-a-vis the lenders are fully preserved
and, if its claims are proven, will be enforceable after the
Debtors have completed the process of maximizing the value of their
Yieldco interests.
SunEdison also argued that the Committee's attempts to conjure up
other conflicts of interest are equally unpersuasive. Indeed,
virtually all of the Debtors' prepetition senior management are no
longer with the Company, and the current top executives -- John
Dubel, the CEO and CRO, and Philip Gund, the CFO -- are completely
independent and had no affiliation with the Company or the Yieldcos
before their retention in these cases. And notwithstanding the
Committee's innuendo (not evidence) to the contrary, the SUNE Board
of Directors -- comprised entirely of independent, non-employee
directors -- is evaluating all options presented to it by the
estates' independent management and professional advisors. There
is no reason to believe that, when presented with the
recommendations of Messrs. Dubel and Gund and the Company's outside
advisors on how best to deal with the Yieldco claims -- whether
through compromise and settlement, litigation or otherwise -- the
independent directors will not faithfully honor their fiduciary
duties to the entire estates. Additionally, as contrasted with
instances in which courts have allowed derivative standing, this is
not a case where management sits on both sides and, in essence,
refuses to sue itself. Rather, the Debtors are completely at
arm's-length with the Yieldcos, which have their own separate
management and boards and are vigorously represented by separate
financial and legal advisors.
Granting standing to the Committee is imprudent for other reasons,
SunEdison added. Specifically, the Yieldcos have asserted proofs
of claim seeking $3+ billion from the Debtors, as well as tens of
millions of dollars of alleged postpetition administrative claims.
Conversely, in addition to the Committee's proposed claims -- which
may still be prosecuted at a later time if the Debtors are not able
to reach a negotiated resolution with the Yieldcos -- the Debtors
continue to investigate other possible claims against the Yieldcos,
which would be for the benefit of the entire estate, not just the
unsecured creditors. It would be unwise to sever a portion of the
Yieldco-related claims and defenses and place them in the hands of
a litigant, whose fiduciary duties are limited to a single
constituency (unsecured creditors) and who would be unable to
address all litigation issues involving the Yieldcos. Such a
disjointed approach to handling the Yieldco-related claims makes no
sense. Rather, the best course is to leave responsibility for all
Yieldco-related claims and matters with the sole fiduciary for the
entire estate, i.e., the Debtors.
TerraForm Power, Inc. and TerraForm Global, Inc. also object to the
Committee's Motion. They tell the Court that approving the request
at this time will disrupt an ongoing sale process and settlement
negotiations.
DIP Agent Sides with SUNE
Deutsche Bank AG New York Branch -- in its capacity as
Administrative Agent, and on behalf of all of the DIP Lenders,
including the Tranche B Lenders, under the Senior Secured
Superpriority Debtor-in-Possession Credit Agreement, dated as of
April 26, 2016 -- has told the Bankruptcy Court that the Debtors
should not cede their fiduciary authority. Deutsche Bank said that
the Committee's request for standing, if granted, would empower the
Committee to endanger a potentially value maximizing transaction of
the Debtors' interests in the Yieldcos, the most valuable remaining
assets of the Debtors. Deutsche Bank said the Yieldcos have
asserted multi-billion dollar claims against SunEdison, Inc. and
its subsidiaries, and SUNE likewise has valuable claims it can
assert against the Yieldcos. Whatever the merits of those claims
and cross-claims, the Debtors, considering the interests of all of
the various constituencies, are the proper fiduciary to ascertain
the best way to handle what promises to be complex and uncertain
litigation, including any potential resolution of the SUNE-Yieldco
disputes. The Committee, however, seeks to control half the
equation -- SUNE's claims against the Yieldcos -- so that it can
leverage the process to pursue its own ends in a manner contrary to
the best interest of the Debtors' estates.
Counsel for the DIP Agent:
Scott Greissman, Esq.
Douglas Baumstein, Esq.
Elizabeth Feld, Esq.
WHITE & CASE LLP
1155 Avenue of the Americas
New York, NY 10036
Telephone: (212) 819-8200
Facsimile: (212) 354-8113
Counsel for TerraForm Power, Inc. and TerraForm Global, Inc.:
Andrew G. Dietderich, Esq.
John L. Hardiman, Esq.
David R. Zylberberg, Esq.
Veronica W. Ip, Esq.
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
Facsimile: (212) 558-3588
E-mail: dietdericha@sullcrom.com
hardimanj@sullcrom.com
zylberbergd@sullcrom.com
ipvw@sullcrom.com
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.
SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.
The Debtors retained Ernst &Young LLP to provide tax-related
services. Keen-Summit Capital Partners LLC has been hired as real
estate advisor. Binswanger of Texas, Inc., also has been retained
as real estate agent.
Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.
An official committee of unsecured creditors has been appointed in
the case. The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel. Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.
SUNEDISON INC: Underwriters Failed to Disclose Loan, Suit Says
--------------------------------------------------------------
Cara Mannion, writing for Bankruptcy Law360, reported that a suit
by Kearney Investors SA and Powell Investors LP -- two investor
funds owned by KKR Corp. -- alleges that financial institutions,
including Goldman Sachs and JPMorgan, underwrote a $157 million
SunEdison preferred stock purchase without disclosing the company's
hefty loan that hinted at its coming free fall into bankruptcy.
SunEdison Inc. raked in $650 million in an August 2015 preferred
stock offering despite already being entrenched in an economic
downward spiral, according to the lawsuit, which was removed to
California federal court.
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.
SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been hired as special counsel.
The Debtors tapped Ernst &Young LLP to provide tax-related
services. Keen-Summit Capital Partners LLC has been hired as real
estate advisor. Binswanger of Texas, Inc., also has been retained
as real estate agent.
Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.
An official committee of unsecured creditors has been appointed in
the case. The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel. Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.
SYNTAX-BRILLIAN: Greenberg Traurig Balks at Bid to Recuse Judge
---------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reported that a
request by a former shareholder of Syntax-Brillian Corp. to have
Delaware District Judge Gregory M. Sleet recused from appeal
proceedings related to orders issued during the company's
bankruptcy drew a stern statement from Greenberg Traurig LLP, which
called the recusal effort unfounded. Greenberg Traurig represented
Syntax in its Chapter 11 case and is facing accusations of
misconduct from company shareholder Ahmed Amr.
About Syntax-Brillian
Based in Tempe, Arizona, Syntax-Brillian Corporation manufactured
and marketed LCD HDTVs, digital cameras, and consumer electronics
products including Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.
Syntax-Brillian was the sole shareholder of California-based
Vivitar Corporation.
The Company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Del. Lead Case No.08-11407. Lawyers at
Greenberg Traurig LLP represented the Debtors as counsel. Five
members composed the official committee of unsecured creditors.
Pepper Hamilton, LLP, represented the Committee as counsel. Epiq
Bankruptcy Solutions, LLC, served as the Debtors' balloting,
notice, and claims agent. When the Debtors filed for protection
against their creditors, they disclosed total assets of
$175,714,000 and total debts of $259,389,000.
The Bankruptcy Court confirmed the Debtors' Joint Chapter 11
Liquidation Plan in an order dated July 6, 2009. Under the Plan,
general unsecured claims were to received pro rata distributions
from a liquidating trust after payment of the trust's expenses and
a "liquidating trust funding reimbursement." Holders of allowed
prepetition credit facility claims were to receive their pro rata
distributions from a lender trust, after payment in full of
allowed DIP facility claims. A full-text copy of the Debtors' 2nd
amended Chapter 11 liquidating plan is available at:
http://bankrupt.com/misc/syntax-brillian2ndamendedplan.pdf
The SB Liquidation Trust is represented by David M. Fournier,
Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP; and
Allan B. Diamond, Esq., Andrea L. Kim, Esq., Eric D. Madden, Esq.,
and Michael J. Yoder, Esq., at Diamond McCarthy LLP.
T-REX OIL: Incurs $1.28 Million Net Loss in Second Quarter
----------------------------------------------------------
T-Rex Oil, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $1.28 million on $397,012 of
total revenues for the three months ended Sept. 30, 2016, compared
to a net loss attributable to common shareholders of $799,746 on
$124,183 of total revenues for the same period during the prior
year.
For the six months ended Sept. 30, 2016, the Company reported a net
loss attributable to common shareholders of $2.07 million on
$717,024 of total revenues compared to a net loss attributable to
common shareholders of $1.49 million on $288,094 of total revenues
for the six months ended Sept. 30, 2015.
As of Sept. 30, 2016, T-Rex Oil had $3.07 million in total assets,
$3.44 million in total liabilities and a stockholders' deficit of
$378,984.
"The Company will need substantial additional capital to support
its proposed future energy operations. While we recognize revenues
from our oil operations, they are not sufficient to support
operations. The Company has no committed source for any funds, but
as of September 30, 2016, we have $151,390 in cash. No
representation is made that any funds will be available when
needed. In the event funds cannot be raised when needed, we may
not be able to carry out our business plan and we may never achieve
sales sufficient to support our operations.
"Decisions regarding future participation in oil and gas
development or geophysical studies or other activities will be made
on a case-by-case basis. We may, in any particular case, decide to
participate or decline participation. If participating, we may pay
our proportionate share of costs to maintain our proportionate
interest through cash flow or debt or equity financing. If
participation is declined, we may elect to farmout, non-consent,
sell or otherwise negotiate a method of cost sharing in order to
maintain some continuing interest in the prospect.
"The Company used cash flows in operations of $926,296 during the
six months ended September 30, 2016 that was adjusted by non-cash
items including: depreciation, depletion, amortization and
accretion of $93,470, equity based compensation of $28,778, common
stock issued for services of $89,500 and an asset impairment of
$425,000.
"The Company used cash flows in investing activities of $268,498
during the six months ended September 30, 2016 that was primarily
comprised of: additions to oil and gas properties of $268,498 and
additions to other assets of $38.
"The Company was provided cash flows from financing activities of
$918,018 during the six months ended September 30, 2016 through
$646,777 from the sale of restricted common stock, the cash
exercise of options and the cash contribution of a director and
shareholder of $200,000 and net proceeds from notes payable of
$71,241," as stated in the SEC filing.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/DXk4EH
About T-Rex
T-Rex Oil, Inc., fka Rancher Energy Corp., is an energy company,
focused on the acquisition, exploration, development and production
of oil and natural gas.
B F Borgers CPA PC, in Denver, Colo., the Company's independent
registered public accounting firm, which audited the Company's
financial statements as of March 31, 2015, and for each of the
years in the two-year period then ended, raised substantial doubt
about the Company's ability to continue as a going concern in a
July 14, 2015 letter to the Company's board of directors and
stockholders. The letter was filed with the Securities and
Exchange Commission together with the Company's revised Annual
Report on Form 10-K delivered to the Commission in December.
B F Borgers said the Company's significant operating losses raise
substantial doubt about its ability to continue as a going
concern.
TAXACT INC: S&P Affirms 'BB-' ICR; Outlook Stable
-------------------------------------------------
S&P Global Ratings said it has affirmed its 'BB-' issuer credit
ratings on TaxACT Inc. and HD Vest Inc. (HDV). The outlook on the
ratings is stable. At the same time, S&P affirmed its 'BB-' issue
rating and '3' recovery rating--indicating S&P's expectation for
50%-70% recovery for lenders in the event of a payment default
(upper half of the range)--on the senior secured debt the companies
co-issued.
"Our ratings on TaxACT and HDV reflect the companies' fair market
position in a competitive landscape, improved but still significant
leverage, and some uncertainty as to the financial policy in the
out years as the firm nears its stated leverage targets," said S&P
Global Ratings credit analyst Robert Hoban. S&P views the combined
firm's relatively stable profits, product diversification, and
adequate liquidity as countervailing strengths to the rating.
TaxACT and HD Vest are both owned by Blucora Inc. TaxACT is the
third-largest online tax preparation service provider, and has a
history of solid profit margins and good customer retention. HDV
is a relatively small retail brokerage and investment adviser
serving independent financial advisers who are also tax
professionals. Despite its relatively modest market position, S&P
believes its leadership in the more stable tax adviser niche boosts
its financial adviser loyalty and pricing power.
S&P's assessment of the firm's financial risk reflects its
expectation that debt to adjusted EBITDA will remain between
3x-4.2x. This financial assessment includes the consolidated
Blucora's unrated convertible debt, as well as its overhead costs
in our calculation of EBITDA. S&P believes Blucora has
demonstrated its focus on TaxACT and HDV through its sale of
non-core businesses and use of the proceeds to pay down the debt at
the two firms, leaving them as its only operating businesses. Thus,
while part of a restricted group, the ratings on the two firms
should reflect the consolidated strengths and weaknesses of the
group, of which they are the majority.
Management's focus has been to pay down the rated debt given its
high cost and indenture restrictions on dividends to Blucora of no
more than $25 million a year until TaxACT and HD Vest's combined
debt to EBITDA leverage is below 2x. But S&P believes Blucora's
financial priorities are less clear as it approaches its leverage
targets, and there is the potential for shareholder returns and
modest acquisitions.
While S&P anticipates modest earnings and revenue growth at both
TaxACT and HD Vest, S&P believes HD Vest will continue to face some
earnings headwinds, particularly from expenses to comply with the
department of labor's new regulations on retirement assets.
S&P expects that despite further debt pay downs, liquidity will
remain relatively stable, with liquidity sources exceeding uses by
about 1.35x in the next 12 months. Further improvements depend
largely on the pace of voluntary debt reduction, any strategic or
shareholder spending.
Principal liquidity sources:
-- S&P expects Blucora to generate approximately $70 million in
operating cash flow in each of 2016 and 2017.
-- The sale of Blucora's non-core business will generate $85
million in 2016.
-- TaxACT and HDV also have access to a $25 million revolving
credit facility.
Principal liquidity uses:
-- S&P expects debt reduction to be the biggest use of
liquidity over the next two years.
-- S&P expects elevated capital expenditures of $10 million
over the next two years as management invests in the
businesses.
The stable outlook reflects S&P's expectation that TaxACT and HDV's
businesses should remain fairly stable, with fairly diverse cash
flows. S&P also believes the firms should have the capacity to
absorb Blucora's overhead now that the non-core businesses have
been sold off, as well as to gradually pay down debt.
Over the next year, S&P could raise the ratings if Blucora reduced
debt to EBITDA below 4x on a consolidated basis and demonstrated
its commitment to maintaining leverage below this level while
holding its liquidity stable.
S&P could lower the rating over the next year if earnings
deteriorate and S&P expects debt to EBITDA to remain above 4x, or
if liquidity deteriorates. S&P could also lower the rating if the
company's market position or profitability deteriorates materially.
More specifically, S&P could lower the rating if HDV's financial
advisor retention or total client assets substantially decline, or
if TaxACT sees a meaningful decline in customer activity or
revenue.
TERRY WILLIAMS: Jan. 11 Plan Confirmation Hearing
-------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland issued an order approving Terry Williams and
Christopher Williams, Sr.'s disclosure statement filed on Nov 12
explaining their chapter 11 plan of reorganization.
Jan. 11, 2017, at 11:00 AM, is fixed for the hearing on
confirmation of the Plan to take place in Courtroom 9D of the U.S.
Bankruptcy Court, U.S. Courthouse, 101 West Lombard Street,
Baltimore, Maryland 21201.
Dec 20, 2016, is fixed as the last day of filing written
acceptances or rejections of the Plan.
December 20, 2016, is fixed as the last day for filing and serving
pursuant to Federal Bankruptcy Rule 3020(b)(1) written objections
to confirmation of the Plan.
Class 3 Unsecured Class (a) Granite State Management Res (student
loan) with a principal amount of $45,264.65 and (b) NHHEAF
(Student
Loan) with principal amount of $45,504.01 are unimpaired and will
be paid in full under the Plan. The Debtors will continue to pay
the monthly payment pursuant to agreement with each creditor and
stay current.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/mdb16-11099-37.pdf
About the Williams
Terry Williams and Christopher Williams, Sr., own one residential
property that is their primary residence and no other real estate.
They own a few cars and standard household and personal items
along
with life insurance. A few years ago, the Debtor, Christopher
Williams, lost his job, which caused a financial burden on the
household. Mr. Williams later obtained a job but was required to
move to Arizona for employment for approximately a year.
The Debtors filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case No. 16-11099) on Feb. 1, 2016.
The Debtors are represented by Diana Klein, Esq., at Klein &
Associates, LLC.
TESORO LOGISTICS: Moody's Assigns Ba3 Rating on $750MM Unsec. Notes
-------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Tesoro
Logistics, L.P. (TLLP) proposed $750 million senior unsecured notes
due 2025. The notes are being co-issued by Tesoro Logistics
Finance Corp. The company primarily intends to use the notes
proceeds to repay borrowings outstanding under TLLP's revolving
credit facility, which is primarily used to fund dropdowns
(Dropdown Revolver). TLLP's Ba2 Corporate Family Rating (CFR),
positive outlook, and all other ratings are unchanged.
As of Nov. 28, 2016, TLLP had $760 million outstanding under the $1
billion Dropdown Revolver. After the notes issuance, TLLP will
have $10 million borrowed under its Dropdown Revolver, and no
borrowings under its other $600 million revolver.
"TLLP's proposed notes offering will ensure ample availability
under both revolvers well into 2017," commented Arvinder Saluja,
Moody's Vice President -- Senior Analyst.
Issuer: Tesoro Logistics, L.P.
Ratings Assigned:
$750 Million Senior Unsecured Notes due 2025, Assigned at Ba3
(LGD4)
RATINGS RATIONALE
TLLP's senior unsecured notes are rated Ba3, reflecting their
junior position to both the senior secured first lien revolving
credit facilities' priority claim to company assets. The size of
the senior secured claims relative to TLLP's outstanding senior
unsecured obligations results in the notes being rated one notch
below the Ba2 CFR, consistent with Moody's Loss Given Default
Methodology. The unsecured notes have upstream guarantees from
substantially all of TLLP's subsidiaries.
TLLP's Ba2 CFR reflects its growing size and scale, and decreasing
customer concentration. TLLP's CFR also reflects its stable cash
flows from meaningful levels of long-term, fee-based contracts with
minimum volume commitments, and its growth potential from dropdowns
and organic projects. TLLP's ratings recognize its importance to
its general partner, Tesoro Corporation (Tesoro, Ba1 positive), as
the MLP provides critical infrastructure and a coordinated growth
strategy. Additional support from Tesoro is derived from
supportive contract structures and its sizeable ownership stake in
TLLP. The rating is restrained by TLLP's relatively short track
record with its portfolio of assets generating third-party
revenues, high distributions associated with its MLP structure, and
lack of clarity about Tesoro's plans for how it expects to manage
both TLLP and Western Refining, Inc.'s (WNR) logistics subsidiary,
Western Refining Logistics LP (WNRL).
The positive outlook reflects Moody's expectation that TLLP will
continue to grow its scale and partnership cash flows by using a
prudent mix of equity and debt funding for its projects. The
outlook also incorporates the credit positive nature of Tesoro's
proposed acquisition of WNR.
TLLP's ratings could be upgraded if the company is successful in
growing its size and scale while maintaining a favorable business
risk profile and sustaining lower financial leverage (debt/ EBITDA
maintained at 4.5x or below). An upgrade could also be considered
upon Tesoro's upgrade to investment grade. The ratings could be
downgraded if debt/EBITDA were to be sustained above 5x or if the
company acquired a significant amount of new assets with a weak
business risk profile. If Tesoro's credit quality were to
materially decline, this would also pressure TLLP's ratings.
The SGL-3 rating reflects Moody's expectation for adequate
liquidity through 2017. TLLP's liquidity is supported by a
combined $1.59 billion of post-issuance availability under its two
first lien revolving credit facilities, which have a combined
capacity of $1.6 billion. The liquidity profile is constrained by
the company's high payout ratio and need to finance any material
growth through external sources. Both credit facilities are
secured by substantially all of TLLP's assets, and mature in
January 2021. Financial covenants require the interest coverage
ratio to be at least 2.5x; consolidated net debt to EBITDA to be no
greater than 5x, with an expansion to 5.5x during an acquisition
period; and senior secured debt to EBITDA to be no greater than
3.75x, with an expansion to 4x during an acquisition period.
Moody's expects adequate covenant compliance headroom through
2017.
The principal methodology used in this rating was Global Midstream
Energy published in December 2010.
Tesoro Logistics, L.P. is a master limited partnership
headquartered in San Antonio, Texas.
TESORO LOGISTICS: S&P Rates Proposed $750MM Sr. Notes 'BB+'
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Tesoro Logistics L.P. and Tesoro Logistics
Finance Corp.'s proposed $750 million senior unsecured notes due
2025.
The recovery rating of '3' indicates S&P's expectation of
meaningful (50% to 70%; higher end of the range) recovery if a
payment default occurs. The partnership intends to use gross
proceeds of the 2025 notes to repay amounts outstanding under its
$1 billion dropdown credit facility, which amounts were used to
fund a portion of consideration for the Alaska storage and
terminalling asset acquisition and a portion of the consideration
for the Northern California terminalling and storage asset
purchase.
San Antonio-based Tesoro Logistics is a midstream energy
partnership that gathers, transports, and stores crude oil and
distributes, transports, and stores refined products. The
partnership also owns and operates four natural gas processing
complexes and one fractionation facility. Our corporate credit
rating on Tesoro Logistics is 'BB+', and the outlook is stable.
Ratings List
Tesoro Logistics L.P.
Corporate Credit Rating BB+/Stable/--
New Rating
Tesoro Logistics L.P.
Tesoro Logistics Finance Corp.
$750 mil sr unsec nts due 2025 BB+
Recovery Rating 3H
TODD SWENNING: Disclosures Okayed, Plan Hearing on Dec. 16
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Oklahoma
will consider approval of the Chapter 11 plan of reorganization
filed in Todd Swenning's bankruptcy case at a hearing on December
16.
The hearing will be held at 10:30 a.m., at The Federal Building,
Courtroom 1, 224 South Boulder Avenue, Tulsa, Oklahoma.
The court had earlier approved the disclosure statement, which
explains the proposed plan after finding that it contains "adequate
information".
The November 10 order allowed required creditors to cast their
votes and file their objections until December 14.
The restructuring plan and disclosure statement was filed by Todd
A. Frealy, the Chapter 11 trustee appointed in the Debtor's
bankruptcy case.
Mr. Frealy is represented by:
Todd M. Arnold, Esq.
Levine, Neale, Bender, Yoo & Brill, LLP
10250 Constellation Blvd., Suite 1700
Los Angeles, CA 90067
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: tma@lnbyb.com
About Todd Swenning
Todd A. Swenning sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Okla. Case No. 15-11408) on July 28,
2015. The case is assigned to Judge Dana L. Rasure.
TOTAL MERCHANT: S&P Affirms 'B' CCR; Outlook Stable
---------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Woodland Hills, Calif.-based Total Merchant Services Inc. (TMS).
The outlook is stable.
At the same time, S&P affirmed its 'B+' issue-level rating on the
company's senior secured credit facility, consisting of a $160
million first-lien term loan and a $15 million revolving credit
facility. The recovery rating remains at '2', indicating S&P's
expectation for substantial (70% to 90%; lower end of the range)
recovery in the event of a payment default.
"The rating on TMS reflects our assessment of the company's
relatively small scale and modest market position in the highly
competitive and fragmented merchant payment processing industry,"
said S&P Global Ratings credit analyst Geoffrey Wilson.
The outlook on TMS is stable, reflecting S&P's expectation that
despite competitive industry conditions, the company will achieve
moderate revenue growth and maintain a relatively stable EBITDA
margin and FOCF to debt in the low-teens over the coming year.
TOWERSTREAM CORP: CEO to Receive $230,000 Annual Salary
-------------------------------------------------------
Towerstream Corporation entered into an employment agreement with
Arthur Giftakis, who has served as its chief operating officer
since Feb. 16, 2016. Under the Employment Agreement, Mr. Giftakis
will serve as the Company's chief operating officer for a base
salary of $230,000 per year. He will be eligible for bonus
compensation of up to $115,000 per year in cash, stock or options,
as may be approved at the discretion of the Compensation Committee.
The Employment Agreement has a term of two years and may be
automatically renewed for additional one year terms unless earlier
terminated by either party with three months prior notice. Upon
termination for any reason, the executive will be entitled to
accrued but unpaid salary and bonus. Upon termination without
cause by the Company, for good reason by the executive or within
180 days of a change of control, the executive will also be
entitled to the greater of his base salary through the balance of
the employment period or twelve months base salary, continued
participation in the Company's benefits plans to be paid by the
Company and immediate vesting of all stock option and other equity
awards.
About Towerstream Corporation
Towerstream Corporation (NASDAQ:TWER) 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.
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.
As of Sept. 30, 2016, Towerstream had $36.76 million in total
assets, $43.18 million in total liabilities and a total
stockholders' deficit of $6.42 million.
TRANSOCEAN PROTEUS: S&P Rates Planned $625MM Notes 'BB+'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level and '1' recovery
ratings to Transocean Proteus Ltd.'s planned $625 million 6.25%
senior secured notes due 2024. The notes will be guaranteed by
parent companies Transocean Ltd. and Transocean Inc., and by a
wholly owned indirect subsidiary of the company. The company
expects to use proceeds from the transaction to finance a portion
of the cost of construction of the drillship Deepwater Proteus.
The '1' recovery rating reflects S&P's expectation for meaningful
(90% to 100%) recovery of principal for creditors in the event of a
payment default. The new notes will be secured by the Deepwater
Proteus, which is under a 10-year contract with a subsidiary of
Royal Dutch Shell PLC at a favorable dayrate relative to current
market conditions. The contract also includes termination fees.
"Our 'BB-' corporate credit rating and negative rating outlook on
Transocean, as well as our 'BB-' issue-level and '3' recovery
ratings on the company's senior unsecured debt are unchanged. The
corporate credit rating reflects our assessment of the company's
satisfactory business risk profile, aggressive financial risk
profile, and strong liquidity. The rating also incorporates
Transocean's position as the largest global offshore drilling
company and our view of its fleet's significant deepwater and
midwater component as being less competitive during an industry
downturn. The company's fleet is also somewhat older than several
of its industry peers'. We note that Transocean is investing in
new high-specification rigs, which will ultimately improve its
competiveness, and that the company has moved aggressively to
retire less marketable, lower-specification equipment," S&P said.
The negative outlook reflects S&P's expectation that Transocean's
credit measures will weaken as contracts roll off and weak demand
results in difficulty replacing them.
RECOVERY ANALYSIS
Key analytical factors for recovery:
-- The notes will be secured by an interest in a rig and are
guaranteed on a senior unsecured joint and several basis by
parent companies Transocean Ltd., Transocean, and a wholly
owned indirect subsidiary of the company. In addition, the
notes are subject to mandatory redemption requirements of
$62.5 million per year, beginning in 2017. A debt service
reserve account will hold six months of principal and
interest payments. S&P also rates Transocean Ltd.'s
guaranteed senior unsecured notes and unguaranteed senior
unsecured notes. While the facility and several of the note
issues are ranked differently, our valuation of Transocean
Ltd. on a discrete asset value basis indicates that recovery
is capped in each case. Numerically, S&P's recovery
expectations on Transocean's unsecured debt exceeded 70%,
but S&P caps the recovery rating on unsecured debt for
companies in the 'BB' rating category at '3', indicating the
potential for meaningful (50% to 70%) recovery of principal,
to reflect the heightened risk of additional priority or
pari passu debt being added along the path to default. S&P
valued the collateral securing the proposed note issuance on
a discrete asset basis. S&P's valuation reflects its
estimate of the value of the rig at default, assuming annual
depreciation of 4% depreciation of the net book value for
five years (default 2021), a 49% realization value at
default, and 5% administration expenses assessed in
reorganization.
Simulated default and valuation assumptions:
-- Simulated year of default: 2021
Simplified waterfall for the proposed secured notes:
-- Net collateral value (after 5% administrative costs):
$319 million
-- Valuation split (obligors/nonobligors): 100%/0%
-- Priority claims: $342 million
-- Total value available to unsecured claims: $0
-- Senior secured debt/pari passu unsecured claims:
$342 million/$0
-- Recovery expectations: 90% to 100%
Notes: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.
RATINGS LIST
Transocean Inc.
Corporate credit rating BB-/Negative/--
New Rating
Transocean Proteus Ltd.
Senior Secured
$625 mil 6.25% nts due 2024 BB+
Recovery Rating 1
UCI INTERNATIONAL: Plan Silent on Vehicle Leases, GE Fleet Says
---------------------------------------------------------------
GELCO Corporation, d/b/a GE Fleet Services, is asking the Delaware
Bankruptcy Court to reject the Joint Plan of Reorganization for UCI
International, LLC and Its Debtor Affiliates Proposed by the
Debtors, the Ad Hoc Committee of Senior Noteholders and the
Official Committee of Unsecured Creditors.
GE Fleet contends that it arguably is left without complete
knowledge or certainty as to its status as a counter-contract party
with the Debtors to the GE Fleet Agreements and as a creditor of
the Debtors both in connection with proceedings relating to
confirmation of the Plan and post-confirmation. GE Fleet says a
literal and reasonable reading of the Plan is that each of the GE
Fleet
Agreements are to be assumed pursuant to confirmation of the Plan
as such would be the effect of section 6.1 of the Plan, especially
the language "regardless of whether such Executory Contract or
Unexpired Lease is set forth on the Schedule of Assumed Executory
Contracts and Unexpired Leases, attached hereto as Exhibit 6.1.2 .
. . ."
GE Fleet also argues that the parties' Master Lease Agreement is a
unitary agreement that must be assumed or rejected completely and
not in any attempted piecemeal way, and further subject to proper
cure, adequate assurance and all other Bankruptcy Code and/or
otherwise applicable legal requirements. In the event that Debtors
intend to reject the GE Fleet Agreements, GE Fleet is ready,
willing and able to work with the Debtors in connection with a
prompt return of the fleet and to take actions with respect to the
fleet as may be required by the terms of the Agreements and
applicable law including, without limitation, the Bankruptcy Code.
Vince Sullivan, writing for Bankruptcy Law360, noted that the
parties Master Lease Agreement with UCI currently covers 111
vehicles used by UCI.
On November 18, 2016, the Debtors filed their Plan Supplement,
which contained as Exhibit 6.1.1 a list of leases and contracts to
be rejected, and as Exhibit 6.1.2 a list of contracts to be
assumed, in each case pursuant to confirmation of the Plan. GE
Fleet assumes these are the exhibits referred to in Plan section
6.1 but that is not certain from the Plan or the Plan Supplement,
but notes that none of the GE Fleet Agreements were included on
either Exhibit 6.1.1 or Exhibit 6.1.2 included in the Plan
Supplement.
According to GE Fleet, the only reference in the Plan Supplement to
a purported lease or contract that arguably relates to GE Fleet was
a reference in Exhibit 6.1.1 to a lease of a Ford Fusion vehicle
the Debtors purportedly have with "Element Fleet": as (i) the
address included in Exhibit 6.1.1 for Element Fleet is a payment
lock box address that GE Fleet uses, and (ii) pursuant to a
transaction which occurred prior to the Petition Date, Element
Financial Corporation, which also is a vehicle fleet vehicle lessor
and service provider, and GE Fleet are now affiliated companies.
However, the reference in Exhibit 6.1.1 to Element Fleet and the
lease of a single Ford Fusion vehicle clearly does not encompass GE
Fleet Agreements.
GE Fleet has requested, but has not yet received, information from
the Debtors with respect to the Debtors' intentions with respect to
the GE Fleet Agreements in connection with the Plan.
FCA US LLC also filed a limited objection and reservation of
rights, saying it is left without complete knowledge or certainty
as to its status as a countercontract party with certain debtor
entities. FCA US LLC issued various purchase orders and/or supply
contracts to Debtor Champion Laboratories and to Debtor ASC
Industries.
Attorneys for GELCO Corporation d/b/a GE Fleet Services:
John D. Demmy, Esq.
STEVENS & LEE, P.C.
919 N. Market Street, Suite 1300
Wilmington, DE 19801
Telephone: (302) 425-3308
Email: jdd@stevenslee.com
Counsel for FCA US LLC:
Matthew P. Ward, Esq.
WOMBLE CARLYLE SANDRIDGE & RICE, LLP
222 Delaware Avenue, Suite 1501
Wilmington, DE 19801
Tel: (302) 252-4338
- and -
James A. Plemmons, Esq.
Michael L. Dallaire, Esq.
DICKINSON WRIGHT PLLC
500 Woodward Avenue, Suite 4000
Detroit, MI 48226
Tel: (313) 223-3500
E-mail: jplemmons@dickinsonwright.com
mdallaire@dickinsonwright.com
About UCI International
UCI International, LLC, headquartered in Lake Forest, IL, designs,
manufactures, and distributes vehicle replacement parts, including
a broad range of filtration, fuel delivery systems, and cooling
systems products in the automotive, trucking, marine, mining,
construction, agricultural, and industrial vehicles markets.
UCI and its affiliates sought Chapter 11 protection (Bankr. D.
Del.
Lead Case No. 16-11355) on June 1, 2016. The Debtors are
represented by lawyers at Sidley Austin LLP. Alvarez & Marsal
provides the company with financial advice and Moelis & Company
LLC
is the Debtors' investment banker. Garden City Group serves as
the
Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee
for a $400-million issue of 8.625% Senior Notes Due 2019.
The United States Trustee appointed an Official Committee of
Unsecured Creditors, which has retained Morrison & Foerster LLP as
proposed counsel, and Cole Schotz PC as Delaware co-counsel.
Zolfo
Cooper LLC has been retained as bankruptcy consultant and
financial
advisor for the Committee.
Willkie Farr & Gallagher LLP and Morris Nichols Arsht & Tunnell LLP
represent an ad hoc group of unaffiliated noteholders of the 8.625%
senior unsecured notes issued by UCI International.
URANIUM ONE: S&P Affirms Then Withdraws 'B+' CCR
------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' long-term corporate
credit rating on uranium producer Uranium One Inc. At the same
time, S&P Global Ratings affirmed its 'B+' issue-level ratings on
the company's secured notes and unsecured ruble bonds.
Subsequently, S&P Global Ratings withdrew all of its the ratings on
Uranium One at the company's request. The outlook at the time of
withdrawal was stable.
The corporate credit rating on Uranium One before the withdrawal
primarily reflected S&P's view of the company's limited operating
diversity, high country risk relative to that of similarly rated
mining companies, and high volatility of profitability and credit
measures related Uranium One's spot uranium market exposure. The
rating also incorporated S&P's view of Uranium One's favorable cost
position and moderate likelihood of extraordinary government
support from the Russian Federation, its indirect owner.
S&P's stable rating outlook on Uranium One reflected S&P's
expectation that Uranium One's core credit ratios will remain
relatively stable through 2017 because S&P expects uranium pricing
pressure to be largely offset by cost control, notably related to
relative domestic currency weakness in Kazakhstan.
VECTOR GROUP: S&P Affirms 'B' CCR on Better Sales Expectation
-------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on Miami-based Vector Group Inc. The outlook is stable.
At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's $835 million senior secured notes. The '1' recovery
rating on the notes indicates S&P's expectation that bondholders
could expect very high (90% to 100%) recovery in the event of a
payment default.
Total debt outstanding is about $1.1 billion as of Sept. 30, 2016.
"The ratings affirmation reflects our expectation that Vector will
be able to extend its better-than-expected sales and operating
margin growth in its tobacco segment," said S&P Global Ratings
credit analyst Brennan Clark.
S&P forecasts this will support the stabilization of its credit
metrics despite its very aggressive dividend policy that has
continued to lead to negative discretionary cash flows. While S&P
expects Vector to maintain its dividend policy over the next
several years due to its meaningful cash and investments on hand,
and possibly by monetizing a portion of its real estate holdings,
S&P do not believe its credit metrics can be sustained at current
levels in the longer-term without eventually reducing its dividend.
The stable outlook reflects S&P's expectation for steady profit
growth driven by solid performance in Vector's tobacco segment.
S&P expects some softness in the more cyclical real estate business
over the next year but do not believe this will have a significant
impact on overall performance since the tobacco business
constitutes the majority of Vector's cash flow. S&P expects debt
to EBITDA will remain relatively stable, in the high-4x area over
the next year.
S&P could lower the ratings if debt to EBITDA is sustained above
7x, which could occur if financial policy becomes more aggressive,
especially with respect to shareholder payments; if tobacco
business profitability unexpectedly declines, possibly due to
intense competition from large manufacturers with significantly
greater financial resources or other deep discount players; or if
the tobacco litigation or regulatory environment deteriorates
meaningfully. S&P estimates debt to EBITDA could increase to 7x if
EBITDA declines about 30% or if debt increases by about
$700 million.
S&P could raise the ratings if Vector's financial policy becomes
less aggressive, such that lower dividends result in positive
discretionary cash flow. For this to occur, the company would also
need to commit to sustaining debt to EBITDA below 5x.
WESTMORELAND RESOURCE: CFO Veenstra Quits Over Disagreement
-----------------------------------------------------------
Westmoreland Resource Partners, LP announced that on Nov. 15, 2016,
Jason Veenstra provided notice of his resignation from his
positions as director on the board of Westmoreland Resources GP,
LLC, the general partner of the Partnership, and chief financial
officer and treasurer of the Partnership to be effective Dec. 15,
2016. Mr. Veenstra's notice of resignation from the Board of
Directors was due to personal reasons and not as a result of any
disagreement with the Board, the Partnership or the GP, regarding
any of the Partnership's operations, policies or practices.
The Partnership has named Nathan Troup as CFO and treasurer on an
interim basis, effective immediately. Mr. Troup, 39, is currently
the chief accounting officer and corporate controller of
Westmoreland Coal Company and will continue to serve Westmoreland
Coal Company in that role while taking over the Partnership's
principal financial officer responsibilities.
Mr. Troup has 15 years of experience in public company accounting
and auditing. Since June of 2015, Mr. Troup has served as the
chief accounting officer and corporate controller of Westmoreland
Coal Company. From July 2011 to June 2015, Mr. Troup served as the
chief accounting officer and controller, as well as various other
positions, with DigitalGlobe, Inc., a leading provider of
geospatial information products and services sourced from its own
advanced satellite constellation. From August 2010 to June 2011,
Mr. Troup was a Senior Manager with The Siegfried Group, LLP, which
is a professional services firm that provides outsourced accounting
and finance support to Fortune 1000 clients. From 2001 to July
2010, Mr. Troup worked as an auditor for Ernst and Young, LLP. Mr.
Troup is a Certified Public Accountant and holds a Master of
Accounting and a Bachelor of Science in Accountancy from the
University of Missouri, Columbia. There are no agreements,
arrangements, relationships or transactions between the Partnership
and Mr. Troup required to be disclosed under Items 401 or 404(a) of
Regulation S-K.
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.
WILSONART LLC: S&P Assigns 'B+' Rating on Proposed $1.2BB Loan
--------------------------------------------------------------
S&P Global Ratings said that it assigned its 'B+' issue-level
rating (the same as the corporate credit rating) and '4' recovery
rating to U.S.-based Wilsonart LLC's proposed $1.2 billion
first-lien term loan due in 2023. The recovery rating on the
company's
$175 million revolving credit facility is revised to 4 from 3. The
'4' recovery rating indicates S&P's expectation for average (upper
half of the 30%-50% range) recovery in the event of a payment
default. The 'B+' corporate credit rating is unchanged, and the
outlook is stable.
S&P expects the company to apply proceeds toward repaying about
$870 million of its remaining term loan B debt due in 2019, with
the remaining balance funding a $350 million distribution to
shareholders.
RECOVERY ANALYSIS
Key analytical factors
-- Wilsonart's $1.375 billion senior secured credit facilities,
consisting of a $175 million revolving credit facility and a
$1.2 billion term loan, have a '4' recovery rating. This
indicates S&P's expectation for average (upper half of the
30%-50% range) recovery in the event of a default. The
issue-level rating is 'B+', in line with the company's 'B+'
corporate credit rating and S&P's notching guidelines for a
'4' recovery rating.
-- S&P assess recovery prospects on the basis of a
reorganization value of about $700 million, based on a 5x
multiple and a $140 million emergence EBITDA. S&P's
simulated default scenario contemplates a default in 2020,
stemming primarily from a protracted economic recession that
leads to a significant decline in residential and commercial
construction activity, as well as renovation activity, in
North America and other key regions, which adversely affects
demand for the company's laminate products.
Simulated default assumptions
-- Year of default: 2020
-- EBITDA at emergence: $140 million
-- Implied enterprise value (EV) multiple: 5x
-- Gross EV: $700 million
Simplified waterfall
-- Net EV (after 5% administrative costs): $665 million
-- Estimated senior secured credit facilities claims:
$1.347 billion
-- Expected recovery range: 30%-50% (upper half of range)
Note: Estimated claim amounts include about six months' accrued but
unpaid interest as well as interim amortization payments.
RATINGS LIST
Wilsonart LLC
Corporate Credit Rating B+/Stable/--
Recovery Rating Revised To From
$175mil revolver due 2017 B+ B+
Recovery Rating 4H 3H
New rating
$1.2 billion first-lien term loan due 2023 B+
Recovery Rating 4H
WINDSTREAM SERVICES: Fitch Assigns 'BB+' Rating on Term Loans
-------------------------------------------------------------
Fitch Ratings currently rates Windstream Services, LLC's term loans
'BB+/RR1'. Windstream is offering $450 million and $150 million in
additional incremental senior secured term loans under its existing
tranche B6 term loan. The incremental $150 million term loan is
expected to be funded in December and proceeds will be used to
repay outstanding revolver borrowings and fees and expenses related
to the combination of its parent, Windstream Holdings, with
EarthLink Holdings Corp. (EarthLink). The incremental $450 million
term loan will be drawn at the close of the EarthLink transaction.
If the transaction has not closed by March 15, 2017, the term loan
will be funded and the proceeds placed in escrow pending the close
of the transaction. Windstream's Issuer Default Rating (IDR) is
'BB-' and the Rating Outlook is Stable.
KEY RATING DRIVERS
Merger with EarthLink: Windstream has reached an agreement to merge
with EarthLink in an all-stock transaction with a total value,
including debt, of approximately $1.1 billion. Windstream
anticipates refinancing EarthLink's approximately $436 million of
outstanding debt. Fitch expects EarthLink to become a guarantor of
Windstream's credit facilities and senior unsecured notes. The
transaction is expected to close in the first half of 2017 (1H17),
following customary shareholder and regulatory approvals.
Windstream anticipates realizing more than $125 million of annual
run-rate synergies three years after the close of the merger: $110
million in operating cost savings and $15 million in capital
spending savings. In each of the first two years following the
merger, Windstream expects to realize $50 million in synergies,
with the remaining $25 million to be realized by the end of year
three. In its base case assumptions for Windstream, Fitch has
assumed moderately lower cost savings in each of the three years
following the merger. Windstream also expects to benefit from net
operating loss carryforwards (NOLs) which are estimated to have a
net present value of approximately $95 million at the close of the
transaction.
Fitch believes there are strategic benefits to the transaction,
with both companies focused on growing their enterprise services
business. The combined network of the company will consist of
approximately 145,000 route miles of fiber, positioning the company
as one of the largest network providers in the U.S.
Fitch believes there are potential execution risks to achieving the
operating cost and capital expenditure synergies following the
close of the merger. Initial savings are expected to be realized
from reduced selling, general and administrative savings as
corporate overheads and other public company cost savings arise.
Over time, the company is expected to realize the benefits of lower
network access costs as on-network opportunities lower third-party
network access costs. Finally, over time, cost savings are expected
to be realized by IT and billing system cost savings.
In Fitch's view, the transaction is beneficial to Windstream's
credit profile, as the transaction will reduce the company's
leverage modestly following the close of the transaction, with
further potential improvements arising as synergies are realized.
Synergies are also expected to contribute to an improving FCF
profile in 2017 and beyond.
Near-Term Pressures: In the first nine months of 2016, Windstream
experienced a decline of less than 3% in adjusted service revenue
(adjusted for disposed businesses). Since the beginning of the
year, sequential revenues have been relatively stable in the
consumer and small/medium business segment, and the enterprise
segment. The company has experienced some pressure in the wholesale
segment, as well as the small/medium business competitive local
exchange carrier segment. Fitch's base case (excluding the
EarthLink acquisition) assumes EBITDAR returns to growth in 2018
and revenue growth turns positive in 2019.
Revenue Mix Changes: Windstream derives approximately two-thirds of
its revenues from enterprise services, consumer high-speed internet
services and its carrier customers (core and wholesale), which all
have growing or stable prospects in the long term. Certain legacy
revenues remain pressured, but Windstream's revenues should
stabilize gradually as legacy revenues dwindle in the mix.
Leverage Metrics: Fitch expects total adjusted debt/EBITDAR to be
approximately 5.4x in 2016 and 5.1x in 2017. Fitch's estimates
include the debt reduction associated with the June 2016
monetization of Windstream's remaining 19.6% stake in
Communications Sales & Leasing (CSAL) via two debt-for-equity
exchanges. The disposition of shares retired approximately $672
million in debt. In calculating total adjusted debt, Fitch applies
an 8x multiple to the sum of the annual rental payment to CSAL plus
other rental expenses.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- In 2016, service revenues will approximate the mid-point of
Windstream's guidance of $5.275 billion to $5.425 billion.
In 2017, Fitch has assumed revenues decline in the 1%-2%
range, with revenues flat in 2018.
-- 2016 and 2017 EBITDA margins, including the annual rental
payment as an operating expense, are in the range of 23%-24%
.
-- In 2016, capital spending per company guidance and including
$200 million for Project Excel ranges from $1 billion to
$1.05 billion. Cash taxes are not expected to be material.
Capital intensity in 2017 is expected to range from 15%-16%,
and includes Connect America Fund II spending, for
Windstream on a stand-alone basis, and a partial-year amount
for EarthLink at the low end of its 2016 capital expenditure
guidance (no guidance has been provided for 2017).
-- The EarthLink acquisition closes July 1, 2017, and that
EarthLink's revenues and EBITDA continued to be pressured in
2017, then return to stability in 2018. Fitch assumes
Windstream will benefit from synergies post-acquisition, and
has moderately reduced the amount of operating cost
synergies from the $110 million anticipated by Windstream
and that it will be achieved over a three-year period. The
cost to achieve synergies is estimated by Windstream to
total $125 million, and Fitch has assumed approximately $75
million in 2017 and $50 million in 2018.
RATING SENSITIVITIES
Positive Trigger: A positive action could occur if total adjusted
debt/EBITDAR, which will be used as the primary metric, is
sustainable under 5.2x-5.3x. Additionally, revenues and EBITDA
would need to stabilize or demonstrate a return to growth on a
sustained basis. Fitch would also need to see progress on execution
of the integration of the two companies prior to taking a positive
rating action.
Negative Trigger: A negative rating action could occur if total
adjusted debt/EBITDAR is 5.7x-5.8x or higher for a sustained
period, or if competitive and business conditions were such that
the company no longer makes progress toward revenue and EBITDA
stability.
LIQUIDITY
The rating is supported by the liquidity provided by Windstream's
$1.25 billion revolving credit facility (RCF). At Sept. 30, 2016,
approximately $601 million was available. The revolver availability
was supplemented with $61 million in cash at the end of 3Q16.
The $1.25 billion senior secured RCF is in place until April 2020.
Principal financial covenants in Windstream's secured credit
facilities require a minimum interest coverage ratio of 2.75x and a
maximum leverage ratio of 4.5x. The dividend is limited to the sum
of excess FCF and net cash equity issuance proceeds subject to pro
forma leverage of 4.5x or less.
In 2016, the company used proceeds from its senior secured
facilities to repay its 2017 senior unsecured debt maturity, which
totalled $904 million at year-end 2015. There are no major
maturities in 2017 and 2018.
In 2016, Fitch expects post-dividend FCF to range from negative
$200 million to negative $250 million, including expected spending
of $200 million in 2016 on Windstream's Project Excel. In 2017,
Fitch expects capital spending to return to normal levels on the
completion of Project Excel, and for the company to return to
positive FCF in 2017, including the effect of the merger with
EarthLink.
YELLOWSTONE MOUNTAIN: Blixseth May Sue Ex-Lawyer, 9th Cir. Says
---------------------------------------------------------------
Melissa Daniels, writing for Bankruptcy Law360, reported that
Timothy Blixseth, the former owner of exclusive ski resort
Yellowstone Mountain Club LLC, can bring some claims against his
former attorney -- Stephen Brown of Garlington Lohn & Robinson PLLP
-- whom he accused of using confidential information against him
while serving on the unsecured creditors committee in the club's
Chapter 11 bankruptcy, a Ninth Circuit panel said, though claims
will require a bankruptcy's court permission.
As part of his business-development efforts, Blixseth borrowed $375
million from Credit Suisse on behalf of the Yellowstone entities
but used some of the proceeds to pay off personal debts. Blixseth
alleges that he relied on the advice of Brown, who assured him that
his actions were lawful.
When shareholders of the Yellowstone entities caught wind of
Blixseth's actions, they sued in Montana state court. On Brown's
advice, Blixseth settled. Around the same time, Blixseth and Edra
divorced. Represented by Brown, Blixseth divided his property
pursuant to a marital settlement agreement (MSA) that gave the
Yellowstone entities to Edra.
In November 2008, Edra filed bankruptcy petitions on behalf of the
Yellowstone entities. A month later, the U.S. Trustee appointed
nine individuals to serve as the UCC. One of the UCC members --
the chairman, no less -- was Brown.
Blixseth suspected that Brown used confidential information to
Blixseth's detriment in the bankruptcy proceedings. Accordingly, he
sued Brown in district court. The district court held that it
lacked jurisdiction because Blixseth hadn't first obtained the
bankruptcy court's permission to sue, as required by Barton v.
Barbour, 104 U.S. 126 (1881).
Under Barton, plaintiffs must obtain authorization from the
bankruptcy court before "initiat[ing] an action in another forum"
against certain officers appointed by the bankruptcy court for
actions the officers have taken in their official capacities. In re
Crown Vantage, Inc., 421 F.3d 963, 970 (9th Cir. 2005). A district
court is considered to be "another forum," requiring leave of the
bankruptcy court before a lawsuit can be brought. In re Kashani,
190 B.R. 875, 885 (B.A.P. 9th Cir. 1995).
The district court recognized that Barton normally applies to suits
against receivers and bankruptcy trustees but discerned a broader
purpose: to "centralize bankruptcy litigation" and "keep a watchful
eye" on court-appointed officers. Accordingly, it applied Barton to
lawsuits against UCC members and dismissed the complaint. In the
district court's view, all of Blixseth's claims were "based on
Brown's alleged misconduct as Chair of the Unsecured Creditors
Committee," and the bankruptcy court never authorized the lawsuit.
We previously dismissed Blixseth's appeal from this decision in an
unpublished order, determining that it wasn't taken from a "final
order."
Blixseth then asked the bankruptcy court for permission to bring
his claims in district court. In his Barton motion, Blixseth
explained that a number of his claims against Brown were based on
pre-petition conduct that arose before the bankruptcy litigation
began so they didn't relate to Brown's actions on the UCC. The
bankruptcy court found it "impossible . . . to isolate Blixseth's
so-called 'pre-petition malpractice and malfeasance' claims from
Brown's activities as a member of the Unsecured Creditors
Committee."
In a final order, the bankruptcy court denied Blixseth permission
to bring his claims in district court and dismissed the claims on
the merits. Blixseth appealed to the district court, which
affirmed the bankruptcy court. He now appeals to the Ninth
Circuit.
According to the Ninth Circuit, because Barton never applied to
Blixseth's prepetition claims, he can bring them in district court
as he originally intended. The Ninth Circuit remands Blixseth's
post-petition claims for further proceedings.
"We remand for the bankruptcy court to consider whether Brown is
entitled to derived judicial immunity for Blixseth's post-petition
claims. Unless he is, we see no reason Blixseth couldn't proceed to
discovery on these claims," Circuit Judge Alex Kozinski said.
A copy of the Ninth Circuit's Nov. 28 decision is available at
https://is.gd/dviJMM from Leagle.com.
Mr. Brown can be reached at:
Stephen R. Brown
Managing Partner
GARLINGTON, LOHN & ROBINSON, PLLP
Missoula, Montana
Phone: 406-523-2558
Fax: 406-523-2595
E-mail: srbrown@garlington.com
About Yellowstone Mountain Club
Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle. The Company was founded in 1999.
Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008. The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).
Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone. The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO. The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.
In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.
Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.
About Timothy Blixseth
Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010). The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes. A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf
Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes. Members paid
$205 million for 72 properties in 2005 alone.
Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse. Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found. Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher. Mr. Blixseth said he's appealing that judgment.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Tom Lee
Bankr. N.D. Cal. Case No. 16-31245
Chapter 11 Petition filed November 18, 2016
represented by: Marc Voisenat, Esq.
LAW OFFICES OF MARC VOISENAT
E-mail: voisenatecf@gmail.com
In re Lisa Marie Laqua
Bankr. S.D. Cal. Case No. 16-07051
Chapter 11 Petition filed November 18, 2016
Filed Pro Se
In re Comprehensive Physician Services, Inc.
Bankr. M.D. Fla. Case No. 16-09905
Chapter 11 Petition filed November 18, 2016
See http://bankrupt.com/misc/flmb16-09905.pdf
represented by: Scott A. Stichter, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
E-mail: sstichter.ecf@srbp.com
In re Paul Kevin Christian
Bankr. M.D. Fla. Case No. 16-09907
Chapter 11 Petition filed November 18, 2016
represented by: Scott A. Stichter, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
E-mail: sstichter.ecf@srbp.com
In re Antonio Cruz and Hada Cruz
Bankr. S.D. Fla. Case No. 16-25467
Chapter 11 Petition filed November 18, 2016
represented by: Michael S. Hoffman, Esq.
E-mail: Mshoffman@hlalaw.com
In re Gregory L. Zimmel and Kristie L. Taylor Zimmel
Bankr. D. Me. Case No. 16-20661
Chapter 11 Petition filed November 18, 2016
represented by: James F. Molleur, Esq.
MOLLEUR LAW OFFICE
E-mail: jim@molleurlaw.com
In re David M. Kingsley
Bankr. D. Me. Case No. 16-20664
Chapter 11 Petition filed November 18, 2016
represented by: David M. Kingsley, Esq.
COPE LAW FIRM
E-mail: scope@copelegal.com
In re OM Shanti Med Spa, PLC by Ageless, LLC
Bankr. D. Mich. Case No. 16-55660
Chapter 11 Petition filed November 18, 2016
See http://bankrupt.com/misc/mieb16-55660.pdf
represented by: Robert N. Bassel, Esq.
E-mail: bbassel@gmail.com
In re Golden Bears 88, LLC
Bankr. S.D. Miss. Case No. 16-03788
Chapter 11 Petition filed November 18, 2016
See http://bankrupt.com/misc/mssb16-03788.pdf
represented by: J. Walter Newman, IV, Esq.
NEWMAN & NEWMAN
E-mail: wnewman95@msn.com
In re Roderick J. Arce and Lauren J. Arce
Bankr. D.N.J. Case No. 16-32124
Chapter 11 Petition filed November 18, 2016
represented by: Carol L. Knowlton, Esq.
GORSKI & KNOWLTON PC
E-mail: cknowlton@gorskiknowlton.com
In re 2251 KN LLC
Bankr. E.D.N.Y. Case No. 16-45193
Chapter 11 Petition filed November 18, 2016
See http://bankrupt.com/misc/nyeb16-45193.pdf
Filed Pro Se
In re Levi Wallace
Bankr. S.D.N.Y. Case No. 16-36968
Chapter 11 Petition filed November 18, 2016
represented by: Thomas Genova, Esq.
GENOVA & MALIN
E-mail: genmallaw@optonline.net
In re Unique Physique, Inc.
Bankr. M.D. Pa. Case No. 16-04757
Chapter 11 Petition filed November 18, 2016
See http://bankrupt.com/misc/pamb16-04757.pdf
represented by: Craig A. Diehl, Esq.
LAW OFFICES OF CRAIG A. DIEHL
E-mail: cdiehl@cadiehllaw.com
In re Anthony Weber and Sarah Weber
Bankr. D. Vt. Case No. 16-11492
Chapter 11 Petition filed November 18, 2016
represented by: Heather Z. Cooper, Esq.
FACEY GOSS & MCPHEE PC
E-mail: hcooper@fgmvt.com
In re Melinda Bilgera Cortez and Alex C. Cortez
Bankr. N.D. Cal. Case No. 16-31253
Chapter 11 Petition filed November 20, 2016
represented by: Matthew D. Metzger, Esq.
BELVEDERE LEGAL, APC
E-mail: belvederelegalecf@gmail.com
In re Feast House Restaurant, Inc.
Bankr. N.D. Ill. Case No. 16-36930
Chapter 11 Petition filed November 20, 2016
See http://bankrupt.com/misc/ilnb16-36930.pdf
represented by: Joseph E Cohen, Esq.
COHEN & KROL
E-mail: jcohen@cohenandkrol.com
In re James Wilson Company
Bankr. E.D. Tenn. Case No. 16-15034
Chapter 11 Petition filed November 20, 2016
See http://bankrupt.com/misc/tneb16-15034.pdf
represented by: Laura F. Ketcham, Esq.
Miller & Martin PLLC
E-mail: Laura.Ketcham@millermartin.com
In re Blair A. Hillman and Gretchen S. Hillman
Bankr. D. Ariz. Case No. 16-13325
Chapter 11 Petition filed November 21, 2016
represented by: Randy Nussbaum, Esq.
NUSSBAUM GILLIS & DINNER, P.C.
E-mail: rnussbaum@ngdlaw.com
In re Vincent T. Preston and Susan S. Preston
Bankr. M.D. Fla. Case No. 16-04274
Chapter 11 Petition filed November 21, 2016
represented by: Adina L Pollan, Esq.
POLLAN LEGAL
E-mail: apollan@pollanlegal.com
In re Gurpreet Singh Randhawa and Ranjeiven Kaur Randhawa
Bankr. D. Kan. Case No. 16-12311
Chapter 11 Petition filed November 21, 2016
represented by: David P Eron, Esq.
ERON LAW, P.A.
E-mail: david@eronlaw.net
In re Marco A. LaGambina
Bankr. D. Mass. Case No. 16-41972
Chapter 11 Petition filed November 21, 2016
represented by: Michael Goldstein, Esq.
THE PHILLIPS LAW OFFICES, LLC
E-mail: m.goldstein@phillipslaweast.com
In re Valid Value Properties LLC
Bankr. S.D.N.Y. Case No. 16-13299
Chapter 11 Petition filed November 21, 2016
See http://bankrupt.com/misc/nysb16-13299.pdf
represented by: Farrel Donald, Esq.
LAW OFFICES OF FARREL DONALD
E-mail:lawfrd@gmail.com
In re Cesar Talledo
Bankr. S.D.N.Y. Case No. 16-13300
Chapter 11 Petition filed November 21, 2016
represented by: Julio E. Portilla, Esq.
LAW OFFICE OF JULIO E. PORTILLA, P.C.
E-mail: jp@julioportillalaw.com
In re Nilton Carlos Lujan
Bankr. S.D.N.Y. Case No. 16-13301
Chapter 11 Petition filed November 21, 2016
represented by: Julio E. Portilla, Esq.
LAW OFFICE OF JULIO E. PORTILLA, P.C.
E-mail: jp@julioportillalaw.com
In re UROTECH, INC.
Bankr. D.P.R. Case No. 16-09225
Chapter 11 Petition filed November 21, 2016
See http://bankrupt.com/misc/prb16-09225.pdf
represented by: Homel Mercado Justiniano, Esq.
E-mail: hmjlaw2@gmail.com
In re William L. Kennedy, Jr. and Virginia Kennedy
Bankr. M.D. Tenn. Case No. 16-08335
Chapter 11 Petition filed November 21, 2016
represented by: Steven L. Lefkovitz, Esq.
LAW OFFICES LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re Leader Industries, Inc.
Bankr. M.D. Tenn. Case No. 16-08337
Chapter 11 Petition filed November 21, 2016
See http://bankrupt.com/misc/tnmb16-08337.pdf
represented by: Elliott Warner Jones, Esq.
EMERGE LAW PLC
E-mail: elliott@emergelaw.net
In re Mukilteo Lodge LLC
Bankr. W.D. Wash. Case No. 16-15849
Chapter 11 Petition filed November 21, 2016
See http://bankrupt.com/misc/wawb16-15849.pdf
represented by: Larry B. Feinstein, Esq.
VORTMAN & FEINSTEIN
E-mail: feinstein1947@gmail.com
In re Kirkland Lodge LLC
Bankr. W.D. Wash. Case No. 16-15850
Chapter 11 Petition filed November 21, 2016
See http://bankrupt.com/misc/wawb16-15850.pdf
represented by: Larry B. Feinstein, Esq.
VORTMAN & FEINSTEIN
E-mail: feinstein1947@gmail.com
In re Stadium Lodge LLC
Bankr. W.D. Wash. Case No. 16-15851
Chapter 11 Petition filed November 21, 2016
See http://bankrupt.com/misc/wawb16-15851.pdf
represented by: Larry B. Feinstein, Esq.
VORTMAN & FEINSTEIN
E-mail: feinstein1947@gmail.com
In re Downtown Lodge LLC
Bankr. W.D. Wash. Case No. 16-15852
Chapter 11 Petition filed November 21, 2016
See http://bankrupt.com/misc/wawb16-15852.pdf
represented by: Larry B. Feinstein, Esq.
VORTMAN & FEINSTEIN
E-mail: feinstein1947@gmail.com
In re Mill Creek Lodge LLC
Bankr. W.D. Wash. Case No. 16-15853
Chapter 11 Petition filed November 21, 2016
See http://bankrupt.com/misc/wawb16-15853.pdf
represented by: Larry B. Feinstein, Esq.
VORTMAN & FEINSTEIN
E-mail: feinstein1947@gmail.com
In re Greenwood Lodge LLC
Bankr. W.D. Wash. Case No. 16-15854
Chapter 11 Petition filed November 21, 2016
See http://bankrupt.com/misc/wawb16-15854.pdf
represented by: Larry B. Feinstein, Esq.
VORTMAN & FEINSTEIN
E-mail: feinstein1947@gmail.com
In re The Giblet, Inc.
Bankr. D. Colo. Case No. 16-21427
Chapter 11 Petition filed November 22, 2016
See http://bankrupt.com/misc/cob16-21427.pdf
represented by: Robert J. Shilliday, III, Esq.
VORNDRAN SHILLIDAY, P.C.
E-mail: rjs@shillidaylaw.com
In re Paul Parizek
Bankr. D. Mass. Case No. 16-14434
Chapter 11 Petition filed November 22, 2016
represented by: Geraldine Kluska, Esq.
LAW OFFICES OF GERALDINE KLUSKA
E-mail: gkluskalaw@gmail.com
In re TLC Education Foundation
Bankr. D. Minn. Case No. 16-43432
Chapter 11 Petition filed November 22, 2016
See http://bankrupt.com/misc/mnb16-43432.pdf
represented by: Karl J. Johnson, Esq.
HELLMUTH & JOHNSON PLLC
E-mail: kjohnson@hjlawfirm.com
In re Laurie L Morrison
Bankr. D.P.R. Case No. 16-09234
Chapter 11 Petition filed November 22, 2016
represented by: Paul James Hammer, Esq.
ESTRELLA LLC
E-mail: phammer@estrellallc.com
In re Donald Duren Martin and Mary Ellen Martin
Bankr. M.D. Tenn. Case No. 16-08387
Chapter 11 Petition filed November 22, 2016
represented by: Steven L. Lefkovitz, Esq.
LAW OFFICES LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re Donald Ernest Brandt
Bankr. M.D. Tenn. Case No. 16-08398
Chapter 11 Petition filed November 22, 2016
represented by: Steven L. Lefkovitz, Esq.
LAW OFFICES LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re Harry Wong
Bankr. N.D. Cal. Case No. 16-53313
Chapter 11 Petition filed November 23, 2016
represented by: Ruth Elin Auerbach, Esq.
LAW OFFICES OF RUTH ELIN AUERBACH
E-mail: attorneyruth@sbcglobal.net
In re Temur Trucking Inc.
Bankr. E.D. Pa. Case No. 16-18168
Chapter 11 Petition filed November 23, 2016
See http://bankrupt.com/misc/paeb16-18168.pdf
represented by: Stuart A. Eisenberg, ESQ.
MCCULLOUGH EISENBERG, LLC
E-mail: mccullougheisenberg@gmail.com
In re Tommy Campbell Heating and Air Conditioning, LLC
Bankr. D.S.C. Case No. 16-05925
Chapter 11 Petition filed November 23, 2016
See http://bankrupt.com/misc/scb16-05925.pdf
represented by: Reid B. Smith, Esq.
BIRD AND SMITH, PA
E-mail: rsmith@birdsmithlaw.com
In re Love and War in Texas, Inc.
Bankr. E.D. Tex. Case No. 16-42136
Chapter 11 Petition filed November 23, 2016
See http://bankrupt.com/misc/txeb16-42136.pdf
represented by: Patrick J. Schurr, Esq.
SCHEEF & STONE, L.L.P.
E-mail: patrick.schurr@solidcounsel.com
In re Wigley Industries LLC
Bankr. C.D. Cal. Case No. 16-25546
Chapter 11 Petition filed November 23, 2016
See http://bankrupt.com/misc/cacb16-25546.pdf
Filed Pro Se
In re Michael Homaizad
Bankr. C.D. Cal. Case No. 16-25555
Chapter 11 Petition filed November 23, 2016
represented by: Vanessa M Haberbush, Esq.
Haberbush & Associates LLP
E-mail: vhaberbush@lbinsolvency.com
*********
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
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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 ***