/raid1/www/Hosts/bankrupt/TCR_Public/170310.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, March 10, 2017, Vol. 21, No. 68
Headlines
AEMETIS INC: Reports Net Loss of $1.4 Million in Fourth Quarter
ALLISON TRANSMISSION: Loan B-3 Repricing No Impact on Fitch BB IDR
ALLWAYS EAST: Phoenix Buying Residual Assets for $10K
AMERICAN POWER: Van Steenwyk Holds 52.6% Stake as of Jan. 27
APOLLO ENDOSURGERY: Jack Nielsen No Longer Employed by Novo A/S
AQUION ENERGY: Case Summary & 20 Largest Unsecured Creditors
AQUION ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition
ARUBA PETROLEUM: USG Properties Buying Oil and Gas Wells for $2M
ASTORIA FINANCIAL: Moody's Reviews Ba2(hyb) Pref. Stock Rating
AUTHENTIDATE HOLDING: Extends Warrants Expiration Until 2018
AUTHENTIDATE HOLDING: Former COO to Get $160,000 Severance Pay
AVAYA INC: Fights for 3 Employees' Incentive Payments
AZURE MIDSTREAM: U.S. Trustee Unable to Appoint Committee
BILTON LLC: Seeks to Hire McDowell Posternock as Legal Counsel
BIOSCRIP INC: Reports 2016 Net Loss of $50.6 Million
BIOSCRIP INC: Reports Q4 Consolidated Revenue of $240.1 Million
BLACK RIVER CAVIAR: 20,500 Shares Up for Auction March 24
BRIDGESTREAM MANAGEMENT: Case Summary & 20 Top Unsecured Creditors
BULOVA TECHNOLOGIES: Hires Turner Stone as New Accountants
CARING HANDS HOME CARE: U.S. Trustee Unable to Appoint Committee
CCM MERGER: Moody's Rates Proposed $200MM Unsecured Debt 'Caa1'
CCM MERGER: S&P Assigns 'B-' Rating on Proposed $200MM Sr. Notes
COMSTOCK MINING: Clark Gillam Has Not Yet Joined the Board
COMSTOCK MINING: Terminates Senior Revolving Facility with Auramet
CONCH HOUSE: Case Summary & 20 Largest Unsecured Creditors
CONGO CORPORATION: Seeks 75-Day Extension of Plan Filing Deadline
CONGOLEUM CORP: Mulls Exchange Offer for $40-Mil. 2017 Notes
CORPORATE CAPITAL: Fitch Completes Review, Outlook Still Stable
CYTORI THERAPEUTICS: Signs Office Lease for San Diego HQ
CYTOSORBENTS CORPORATION: Incurs $11.9 Million Net Loss in 2016
DAKOTA PLAINS: Suspending Filing of Reports with SEC
DIOCESE OF DULUTH: Abusive Acts Not Tied to Professional Services
DOOR TO DOOR: Court Extends Exclusive Plan Filing to June 5
EARL DURON: Garcia and Suarez Buying San Antonio Property for $130K
ELDORADO RESORTS: S&P Raises CCR to 'B+', Off CreditWatch Pos.
ELECTRONIC CIGARETTES: Defaults Under Calm Waters Credit Pact
ELECTRONIC CIGARETTES: UK Unit Placed Under Administration Process
ERATH IRON: Taps Bridgepoint as Financial Advisor, Conte as CRO
FALCON GENOMICS: Wants Plan Filing Deadline Moved to May 29
FIFTH STREET: S&P Lowers ICR to 'BB' on Failing Asset Quality
FORESIGHT ENERGY: Launches Private Offering of $500M Secured Notes
FRESH ICE CREAM: U.S. Trustee Forms 5-Member Committee
GASTAR EXPLORATION: Completes Capital and Refinancing Transactions
GENERAL WIRELESS: Case Summary & 30 Largest Unsecured Creditors
GIBSON ENERGY: Moody's Rates C$300MM Senior Unsec. Notes 'Ba2'
GREAT BASIN: Board OKs Indemnification Agreements with D&Os
GREAT BASIN: Has 1.48-Bil. Outstanding Common Shares as of March 3
GREEKTOWN HOLDINGS: S&P Raises CCR to 'B' on Proposed Refinancing
GULFMARK OFFSHORE: Raging Capital Reports 18.9% of Class A Shares
GULFMARK OFFSHORE: William Martin Resigns as Director
HAIN CELESTIAL: Receives NASDAQ Notice on Delayed SEC Filings
HELICRAFT HOLDINGS: Seeks to Hire Dye & Moe as Legal Counsel
HELICRAFT HOLDINGS: Seeks to Hire Dye & Moe as Legal Counsel
HELICRAFT HOLDINGS: Taps Paul Petit as Special Counsel
HELLO NEWMAN: Trustee Taps Andrew W. Plotzker as Accountant
HHH CHOICES: HHHW Committee Seeks to Hire Alston as New Counsel
HOLSTED MARKETING: Seeks to Hire Forchelli as New Legal Counsel
HUDSON OIL: Land O'Lakes' Counterclaims vs. Gov't Dismissed
III EXPLORATION: Wants Plan Filing Extended Through April 30
INDUSTRIAL RIDE: U.S. Trustee Unable to Appoint Committee
INTEGER HOLDINGS: S&P Assigns 'B' Rating on Sr. Sec. Term Loan B
ISTAR INC: S&P Assigns 'B+' Rating on New $375MM Sr. Unsec. Notes
KIDS FIRST: Taps Davis Law Firm as Legal Counsel
L&R DEVELOPMENT: Seeks Plan Filing Deadline Moved to March 16
LADERA PARENT: Gets Court Approval to Pay Morris Nichols
LE-NATURE INC: Court Refuses To Reduce Ex-CEO's 20-Yr. Sentence
LEGACY CHANGE: S&P Raises CCR to 'B+' on Completed Merger
LIMETREE BAY: S&P Assigns 'BB-' Rating on $440MM Term Loan B
LMCHH PCP: Committee Taps CohnReznick as Financial Advisor
LOUNGE22: Court Narrows Claims in CORT's Breach of Contract Suit
LS MANAGEMENT: Voluntary Chapter 11 Case Summary
LYNEIL MITCHELL: U.S. Trustee Unable to Appoint Committee
MAGNESIUM CORP: Court of Appeals Upholds $213M Judgment vs Renco
MEDICAL PROPERTIES: S&P Affirms BB+ CCR & Revises Outlook to Neg.
MEDIMPACT HOLDINGS: S&P Affirms B+ CCR & Revises Outlook to Stable
MEMPHIS LOUIE: U.S. Trustee Unable to Appoint Committee
MF GLOBAL: Precluded From Implying PwC Had Public Watchdog Role
MICHAEL AGNEW: Grant of Summary Judgment for ULC Affirmed
MONEY CENTERS: QCA, Thunderbird Has Sovereign Immunity, Court Says
MONONGAHELA VALLEY: Moody's Cuts Series 2011A/B Bond Ratings to Ba1
MOUNTAIN DIVIDE: Court Extends Plan Filing Thru April 12
NAVISTAR INTERNATIONAL: GAMCO Asset et al., Stake Down to 9.71%
NAVISTAR INTERNATIONAL: Reports First Quarter Net Loss of $62-Mil.
NET ELEMENT: Okays Grants of Equity Awards to Executive Officers
NET ELEMENT: Secures $348K Funding from Star Equities
NEW YORK TIRE: Case Summary & 20 Largest Unsecured Creditors
OMINTO INC: Uplisted to the NASDAQ Capital Market
OUTSOURCING STORAGE: Seeks to Hire Gift & Associates as Accountant
PARAGON OFFSHORE: Committee Taps Ducera as Financial Advisor
PARETEUM CORP: To Restructure Senior Secured Debt Obligation
PETROQUEST ENERGY: Incurs $9.6 Million Net Loss in Fourth Quarter
PICO HOLDINGS: Bloggers Comment on UCP's Suspicious 8-K
PICO HOLDINGS: Bloggers Want Share Buyback After Q4 Results
POWER EQUIPMENT: Voluntary Chapter 11 Case Summary
REHOBOTH MCKINLEY: Fitch Keeps 2007A Bonds on Rating Watch Negative
REX ENERGY: Posts $67.4 Million Fourth Quarter Net Loss
RIVER LANDING: Case Summary & 20 Largest Unsecured Creditors
ROADRUNNER TRANSPORTATION: Reaches Credit-Facility Amendment Deal
ROJO ONE: Scott Pelc Buying All Assets for $81,000
ROMAN HILL: Seeks to Hire Will B. Geer as Legal Counsel
SEANERGY MARITIME: Expects $11.4M Gain from Credit Termination
SEARS HOLDINGS: Has Deal with PBGC to Protect Pension Plans
SEMGROUP CORP: Moody's Rates Proposed Sr. Unsec. Notes Due 2025 B2
SEMGROUP CORP: S&P Assigns 'B+' Rating on $325MM Sr. Unsec. Notes
SERVICE WELDING: Wants to Use Stock Yards' Cash Collateral
SIAD INC: Case Summary & 8 Unsecured Creditors
SIRGOLD INC: Trustee Taps Maltz Auctions as Broker
SKYLINE CORP: Suspends Operations at Elkhart, Indiana Facility
SONIC AUTOMOTIVE: S&P Assigns 'B+' Rating on $250MM Sr. Sub. Notes
SUFFERN INTERNATIONAL: Case Summary & Unsecured Creditor
SULLIVAN VINEYARDS: Taps Steven M. Olson as Legal Counsel
SWEPORTS LTD: Court Quashes Writs to Levy on UMF Stock
T-3 MOTION: Simon & Edwards Replaces TAAD LLP as Accountants
T-3 MOTION: Ying Jie Xu Quits from Board
TASEKO MINES: S&P Raises CCR to 'B-' on Improved Operating Results
TERMA-PRAXIS: Taps Jason A. Burgess as Legal Counsel
TERRAFORM POWER: Moody's Affirms B3 Corporate Family Rating
TOISA LIMITED: MT United Journey Now Chartered by Petraco
TOLL BROTHERS: S&P Rates New Senior Notes Due 2027 'BB+'
TOWNCENTER PLAZA: U.S. Trustee Unable to Appoint Committee
VANITY SHOP: Shutters All 137 Stores; GOB Sales Ongoing
VAPOR CORP: Changes Name to "Healthier Choices Management Corp."
VERMILLION INC: Approves $165,000 Executive Bonuses for 2016
VISTEON CORP: Moody's Rates New & Amended $650MM Loans 'Ba2'
VISTEON CORP: S&P Raises Rating to 'BB' on Improved Credit Metrics
VYCOR MEDICAL: Fountainhead Owns 49.85% Equity Stake as of Feb. 23
WELLCARE HEALTH: Moody's Rates $1.2BB Sr. Unsecured Debt 'Ba2'
WELLCARE HEALTH: S&P Assigns 'BB' Rating on $1.2BB Sr. Notes
WILLIAM'S WORLDWIDE: Taps Rosenberg Musso as Legal Counsel
WISE METALS: Moody's Withdraws Caa2 Corporate Family Rating
ZALER POP HOLDINGS: U.S. Trustee Unable to Appoint Committee
[*] Kelly Singer Rejoins Squire Patton's Restructuring Practice
[^] BOOK REVIEW: The Money Wars
*********
AEMETIS INC: Reports Net Loss of $1.4 Million in Fourth Quarter
---------------------------------------------------------------
Aemetis, Inc., announced its financial results for the three and
twelve months ended Dec. 31, 2016.
"During 2016, our financial and operational performance improved
significantly, driven by higher ethanol prices and lower corn
costs. This improvement allowed us to reduce our net loss to $15.6
million and achieve an Adjusted EBITDA of $5.1 million during the
twelve months of 2016," said Eric McAfee, chairman and CEO of
Aemetis. "Going forward, we expect that continued enforcement of
the Renewable Fuel Standard will create a healthier supply and
demand balance to support expanded investment in the biofuels
industry. Growing ethanol exports have also had a positive effect
on the market. As part of our Phase I EB-5 offering, 70 foreign
investors funded $35 million at a 3% interest rate. In September
2016, we launched a Phase II $50 million EB-5 offering. The
additional EB-5 funding will allow us to significantly reduce
interest costs and to fund projects in advanced biofuels and
biochemicals that are expected to increase revenues, margins and
earnings," added McAfee.
Revenues were $37.4 million for the fourth quarter of 2016,
compared to $35.3 million for the fourth quarter of 2015. The
increase in revenue was primarily attributable to increases in
ethanol pricing and volumes. Gross margin for the fourth quarter
of 2016 was $3.9 million, a major improvement over the gross margin
of $1.4 million during the fourth quarter of 2015. The gross
margin improvement was primarily driven by a 9% increase in ethanol
pricing.
Selling, general and administrative expenses were $2.9 million in
the fourth quarter of 2016, compared to $2.8 million in the fourth
quarter of 2015.
Operating income was $936 thousand for the fourth quarter of 2016,
compared to an operating loss of $1.5 million for fourth quarter of
2015.
Net loss was $1.4 million for the fourth quarter of 2016, compared
to a net loss of $6.5 million for the fourth quarter of 2015.
During the fourth quarter, the Company repaid the State Bank of
India (SBI) debt related to its India biodiesel plant in full, and
received $2 million of fee and interest waivers from SBI related to
the full repayment.
"We experienced good operational results from our North America
ethanol business with gross margins at 11.1% of segment revenues.
Our largest contributor to expenses is interest expense of $4.3
million. We continue our efforts to lower our cost of capital
through a combination of debt refinancings, including escrow
releases from the EB-5 program."
The fundamental health and improvement in its operating North
America business is reflected in Adjusted EBITDA for the fourth
quarter of 2016, which increased $2.2 million compared to Adjusted
EBITDA for the same period in 2015.
Cash at the end of the fourth quarter of 2016 was $1.5 million,
compared to $283 thousand at the end of the fourth quarter of
2015.
Revenues were $143.2 million for the twelve months ended Dec. 31,
2016, compared to $146.6 million for the same period in 2015. The
decrease in revenue was primarily attributable to decreases in
biodiesel volumes and wet distillers grains pricing in the twelve
months ended Dec. 31, 2016, compared to the same period in 2015.
Gross profit for the twelve months ended December 31, 2016 was
$11.6 million, a significant increase from $4.2 million during the
same period in 2015. Gross profit growth was attributable to
higher ethanol prices and lower corn prices, particularly feedstock
in North America, which decreased by 9% to $4.58 per bushel for the
year ended Dec. 31, 2016, as compared to 2015.
Selling, general and administrative expenses were $12 million
during the twelve months ended Dec. 31, 2016, compared to $12.4
million during the same period in 2015. The decrease in selling,
general and administrative expenses was primarily attributable to
lower professional services fees compared to the same period of the
prior year.
Operating loss decreased to $781 thousand for the twelve months
ended Dec. 31, 2016, compared to an operating loss of $8.6 million
for the same period in 2015.
Net loss of $15.6 million for the twelve months ended Dec. 31, 2016
decreased in comparison to a net loss of $27.1 million during the
same period in 2015.
The fundamental improvement in our operating North America business
is reflected in Adjusted EBITDA for the twelve months ended Dec.
31, 2016, which was $5.1 million, an approximately $8 million
improvement compared to Adjusted EBITDA for the same period in
2015.
A full-text copy of the press release is available for free at:
https://is.gd/NdOAgE
About Aemetis
Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.
Aemetis reported a net loss of $27.1 million on $147 million of
revenues for the year ended Dec. 31, 2015, compared to net income
of $7.13 million on $207.7 million of revenues for the year ended
Dec. 31, 2014.
As of Sept. 30, 2016, Aemetis had $79.34 million in total assets,
$127.7 million in total liabilities and a total stockholders'
deficit of $48.38 million.
ALLISON TRANSMISSION: Loan B-3 Repricing No Impact on Fitch BB IDR
------------------------------------------------------------------
Fitch Ratings does not expect the planned repricing of Allison
Transmission, Inc.'s term loan B-3 to affect the ratings of the
company or the loan. ATI is the primary operating subsidiary of
Allison Transmission Holdings, Inc. ATI's Issuer Default Rating
(IDR) is 'BB' and its Rating Outlook is Stable. Fitch rates ATI's
term loan B-3 'BB+/RR1'.
The term loan B-3 had about $1.2 billion outstanding at Dec. 31,
2016. It is secured by virtually all of ATI's assets and matures in
September 2022.
The rating of 'BB+/RR1' on the term loan B-3 reflects its
substantial collateral coverage and outstanding recovery prospects
in the 90% to 100% range in a distressed scenario. The one-notch
uplift from ATI's IDR reflects Fitch's criteria for notching when
an issuer has an IDR in the 'BB' range.
KEY RATING DRIVERS
The ratings of ALSN and ATI are supported by the company's high
margins and strong free cash flow (FCF), set against a backdrop of
elevated leverage. ALSN continues to lead the global market for
fully automatic transmissions for commercial vehicles, off-road
machinery and military equipment.
ALSN's market position in North America remains very strong, with
92% of the school buses and 70% of the medium-duty commercial
trucks manufactured in the region delivered with the company's
transmissions in 2016. In addition, 63% of the Class 8 straight
trucks and 36% of the Class A motorhomes produced in North America
in 2016 were manufactured with the company's transmissions. ALSN's
transmissions command a price premium, and Fitch expects the market
for commercial vehicle automatic transmissions in North America to
grow over time.
Outside North America, ALSN's market position is significantly
smaller, as the penetration of automatic transmissions in
commercial vehicles remains relatively low. However, acceptance of
fully automatic transmissions is increasing outside North America.
This has been especially true in certain emerging markets like
China and India, where ALSN is well positioned for future growth
opportunities. Over the longer term, Fitch expects automatic
transmissions to gain in popularity among commercial vehicle end
users for many of the same reasons that automatic transmissions are
increasingly used in North America.
Rating concerns include the heavy cyclicality of the global
commercial vehicle and off-highway equipment markets, volatile raw
material costs, the relative lack of global diversification in
ALSN's current business mix, moderately high leverage and a
concentrated debt maturity schedule. However, it is notable that
the company's transmissions are tend to be used primarily in the
vocational truck market, which is generally less cyclical than the
Class 8 linehaul tractor market. Nonetheless, a broad-based global
downturn in commercial vehicle and off-road equipment demand would
increase pressure ASLN's profitability and FCF.
As of Dec. 31, 2016, ALSN's debt totaled $2.2 billion and last 12
months (LTM) Fitch-calculated EBITDA was $641 million, leading to
Fitch-calculated EBITDA leverage of 3.4x. FFO adjusted leverage was
also 3.4x, and ALSN's EBITDA margin was strong at 35.1%.
Fitch-calculated post-dividend free cash flow (FCF) in the year
ended Dec. 31, 2016 was $420 million, leading to a FCF margin of
22.8%. Liquidity totaled $637 million, including $205 million in
cash and $432 billion in availability on the company's secured
revolver.
KEY ASSUMPTIONS
-- Global end-market demand exhibits some improvement in 2017
and improves further in 2018 and 2019;
-- Margins improve slightly over the intermediate term on
improved production volumes, price increases and further cost
efficiencies;
-- Capital spending runs at about 4% of revenue over the
intermediate term;
-- The company keeps roughly $150 million to $250 million in cash
on its balance sheet, with excess cash used for share
repurchases;
-- The cash flow effects of any dividend rate increases are
largely offset by a lower share count.
RATING SENSITIVITIES
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:
-- A decline in Fitch-calculated EBITDA leverage to below 3.0x;
-- An increase in the global diversification of its revenue base;
-- Maintaining EBITDA and FCF margins at or above current levels;
-- Continued positive FCF generation in a weakened demand
environment.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- A sustained significant decline in EBITDA margins or an
extended period of negative FCF;
-- A competitive entry into the market that results in a
significant market share loss;
-- An increase in leverage to above 4.0x for a prolonged period;
-- A merger or acquisition that results in higher leverage or
lower margins over an extended period.
Fitch currently rates ALSN and ATI:
ALSN
-- Long-Term IDR 'BB'.
ATI
-- Long-Term IDR 'BB';
-- Secured revolving credit facility rating 'BB+/RR1';
-- Secured Term Loan B-3 rating 'BB+/RR1';
-- Senior unsecured notes rating 'BB/RR4'.
The Rating Outlook for both ALSN and ATI is Stable.
ALLWAYS EAST: Phoenix Buying Residual Assets for $10K
-----------------------------------------------------
Allways East Transportation Inc. asks the U.S. Bankruptcy Court for
the Southern District of New York to authorize the private sale of
de minimis residual business assets ("Residual Assets") to Phoenix
Transportation Services, Inc., for $10,000.
A hearing on the Motion is set for March 24, 2017 at 10:00 a.m.
The Debtor provided school bus and transportation services to
primarily special needs adults and children, to and from private
and public schools, throughout Westchester and Dutchess counties.
In connection with such service, the Debtor operated a fleet of
approximately 300 buses and other transport vehicles from two
leased locations in Yonkers and a third location in Fishkill, New
York.
The Debtor filed its Chapter 11 case due to a lack of cash flow, in
order to obtain breathing room from a flurry of default notices,
threatened evictions, termination of contracts and a levy by New
York State Department of Taxation and Finance which resulted in the
restraint of critical payments from customers that were needed for
payroll, insurance and other obligations.
The Debtor operated in Chapter 11 however it quickly became clear
to the Debtor and its professionals that the company was simply not
profitable enough to sustain operations let alone to fund a chapter
11 plan. As such, the Debtor undertook formal efforts to sell the
company, either in whole or in part.
On Dec. 27, 2016, the Debtor filed a motion seeking authorization
to sell substantially all of the assets.
On Jan. 13, 2017, the Court entered an Order approving sales
procedures for an auction sale of the Debtor's assets. In turn, on
Feb. 15, 2017, the Debtor conducted an auction of substantially all
of the Debtor's business-related assets. On Feb. 17, 2017, the
Debtor filed a Notice and Report of Auction Sale with the Court,
which set forth what assets were sold and not sold at auction
respectively.
The auction resulted in gross sales of $2,520,564, and a net to the
Debtor's estate in the approximate amount of $380,000 after
adjustments and credits and payment of various lease, cure,
assumption, and secured claims. The Debtor's receivables and
causes of action were not sold and are being retained for the
benefit of the estate and the creditors.
The Debtor ceased operations on Feb. 28, 2017 and in the days
following, the Debtor closed on the sale of the assets sold at
auction and has turned over its remaining leased vehicles to its
various leasing companies.
At the auction, the Residual Assets were offered but not bid on,
which notwithstanding, are still capable of being sold. The
Residual Assets consist of (i) approximately 9 vehicles most of
which are either inoperable, in need of significant and costly
repairs and/or are "aged out"; (ii) the Debtor's phone number; and
(iii) certain automotive equipment used in the Debtor's shop.
In light of the sale of the assets at auction and the cessation of
the Debtor's business operations on Feb. 28, 2017, the Residual
Assets have little or no value to the Debtor and quite frankly are
a burden to the Debtor's estate as they require the Debtor to store
and insure them -- and the Debtor is in the process of surrendering
all of its business premises back to the respective landlords.
In lieu of abandoning the Residual Assets, the Debtor received an
offer from Phoenix, an entity that acquired various vehicles and
assets at the auction sale. Phoenix is owned, in part, by Marlaina
Koller, who is also the Debtor's Vice-President. Phoenix has
offered $10,000 to acquire the Residual Assets, free and clear of
all claims, liens, and encumbrances.
A copy of the list of the Residual Assets which Phoenix has offered
to purchase attached to the Motion is available for free at:
http://bankrupt.com/misc/Allways_East_246_Sales.pdf
Selling the Debtor's Residual Assets through private sale will
allow the Debtor to create funds that will provide for a maximum
liquidation value while avoiding the incurrence of additional
administrative debt and/or depleting what minimal assets the Debtor
has on hand during the final wind down period. In the Debtor's
business judgment, the relief sought will maximize its recovery on
its Residual Assets and is therefore in the best interests of its
estate and creditors. Accordingly, the Debtor asks the Court to
authorize the sale free and clear of any and all liens, claims or
encumbrances.
The Debtor asks that the Court enter an order shortening time
pursuant to Rule 9006(c) of the Federal Rules of Bankruptcy
Procedure so that the hearing to consider entry of an Order
granting the sale of the Residual Assets may be heard on March 24,
2017 (which is the next hearing date in the Chapter 11 Case).
About Allways East Transportation
Headquartered in Yonkers, New York, Allways East Transportation
Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 16-22589) on April 28, 2016. The petition was signed by
Marlaina Koller, vice president. Judge Robert D. Drain presides
over the case. Erica Feynman Aisner, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP,
serves as the Debtor's bankruptcy counsel. The Debtor estimated
assets and liabilities at $1 million and $10 million at the time
of the filing.
AMERICAN POWER: Van Steenwyk Holds 52.6% Stake as of Jan. 27
------------------------------------------------------------
Matthew van Steenwyk disclosed in a regulatory filing with the
Securities and Exchange Commission that as of Jan. 27, 2017, he
may be deemed to beneficially own (i) 82,182,288 shares of Common
Stock (81,040,973 shares of which Mr. Van Steenwyk may be deemed to
have the right to acquire), comprising 52.6% of outstanding shares
of Common Stock, (ii) 15 shares of Series D Preferred Stock,
comprising 68.2% of outstanding shares of Series D Preferred Stock
and convertible into 15,000,000 shares of Common Stock, (iii)
220.4084 shares of Series D-2 Preferred Stock, comprising 19.4% of
outstanding shares of Series D-2 Preferred Stock and convertible
into 5,510,210 shares of Common Stock, and (iv) 150 shares of
Series D-3 Preferred Stock, comprising 61.2% of outstanding shares
of Series D-3 Preferred Stock and convertible into 7,789,726 shares
of Common Stock.
Mr. van Steenwyk has sole voting and dispositive power over
20,307,497 shares of Common Stock and shared voting and dispositive
power with respect to 61,874,791 shares of Common Stock, comprising
52.6% of outstanding shares of Common Stock, 15 shares of Series D
Preferred Stock, 220.4048 shares of Series D-2 Preferred Stock, and
150 shares of Series D-3 Preferred Stock.
Ms. van Steenwyk may be deemed to beneficially own 1,000 shares of
Common Stock, comprising less than 0.1% of outstanding shares of
Common Stock, and has shared voting and sole dispositive power with
respect to said 1,000 shares of Common Stock.
Arrow, LLC may be deemed to beneficially own (i) 58,341,473 shares
of Common Stock (68,215,092 shares of which Arrow has the right to
acquire), comprising 40.7% of outstanding shares of Common Stock,
(ii) 15 shares of Series D Preferred Stock, comprising 68.2% of
outstanding shares of Series D Preferred Stock, and may be deemed
to have shared voting and dispositive power with respect to all
shares which it is deemed to beneficially own.
The Matthew Donald Van Steenwyk GST Trust may be deemed to
beneficially own 4,782,318 shares of Common Stock (2,391,159 of
which the Trust has the right to acquire) comprising 2.5% of
outstanding shares of Common Stock.
Forbearance, Waiver and Amendment Agreement
On Jan. 27, 2017, the Company entered into a Forbearance, Waiver
and Amendment Agreement by and among WPU Leasing, LLC, the Company,
and American Power Group Corporation, pursuant to which the Company
issued a Common Stock Warrant to Arrow to acquire 1,025,791 shares
of Common Stock, exercisable at any time, for a price per share of
$.10.
In consideration of WPU's agreements and waivers pursuant to the
Agreement, the Company has issued to WPU's members (one of which is
Arrow) warrants to purchase an aggregate of 3,538,172 shares of
Common Stock.
A full-text copy of the regulatory filing is available at:
https://is.gd/ELx7bN
About American Power Group
American Power Group's alternative energy subsidiary, American
Power Group, Inc. -- http://www.americanpowergroupinc.com/--
provides a cost-effective patented Turbocharged Natural Gas
conversion technology for vehicular, stationary and off-road mobile
diesel engines. American Power Group's dual fuel technology is a
unique non-invasive energy enhancement system that converts
existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time. The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent. The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures. Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.
American Power reported a net loss available to common stockholders
of $10.40 million on $1.86 million of net sales for the year ended
Sept. 30, 2016, compared to a net loss available to common
stockholders of $1.04 million on $2.95 million of net sales for the
year ended Sept. 30, 2015.
As of Dec. 31, 2016, American Power had $9.49 million in total
assets, $9.42 million in total liabilities and $68,990 in total
stockholders' equity.
Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2016, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern.
APOLLO ENDOSURGERY: Jack Nielsen No Longer Employed by Novo A/S
---------------------------------------------------------------
Novo A/S disclosed in a regulatory filing with the Securities and
Exchange Commission that it no longer employs Jack B. Nielsen, a
member of the board of directors of Apollo Endosurgery, Inc.
As of Feb. 28, 2017, Novo A/S/ is the beneficial owner of 1,456,972
shares of Class A common stock, par value $0.001 per share, of
Apollo Endosurgery, representing 13.6 percent based upon 10,688,992
shares of common stock outstanding upon consummation of the merger
as reported by the Issuer on its Current Report on Form 8-K filed
with the SEC on Jan. 3, 2017.
Novo A/S, through its Board of Directors, has the sole power to
vote and dispose of the 1,456,972 shares of common stock
beneficially owned by Novo A/S. The Novo Board, currently
comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen
Riisgaard and Per Wold-Olsen, may exercise voting and dispositive
control over the Novo Shares only with the support of a majority of
the Novo Board. As such, no individual member of the Novo Board is
deemed to hold any beneficial ownership or reportable pecuniary
interest in the Novo Shares.
A full-text copy of the Schedule 13D/A is available for free at:
https://is.gd/gx20ca
About Apollo Endosurgery
Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a
medical device company focused on less invasive therapies for the
treatment of obesity, a condition facing over 500 million people
globally, as well as other gastrointestinal disorders. The
Company's device based therapies are an alternative to invasive
surgical procedures, thus lowering complication rates and reducing
total healthcare costs. Apollo's products are offered in over 80
countries.
On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged
with and into Apollo Endosurgery, Inc. resulting in Original Apollo
becoming a wholly owned subsidiary of Lpath. At the Effective
Time, Lpath effected a name change to "Apollo Endosurgery, Inc."
Each share of Original Apollo common stock (after adjusting for the
1-for-5.5 reverse split of common stock effected by the Issuer
immediately following consummation of the Merger) was exchanged for
0.31632739 shares of the Issuer's common stock at the Effective
Time of the Merger.
Lpath reported a net loss of $10.01 million on $1.59 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $16.55 million on $5.08 million of total revenues for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, Lpath had $4.04 million in total assets,
$1.35 million in total liabilities and $2.69 million in total
stockholders' equity.
Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on Lpath's consolidated financial statements for the
year ended Dec. 31, 2015, citing that the Company's recurring
losses and negative operating cash flows raise substantial doubt
about the Company's ability to continue as a going concern.
AQUION ENERGY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Aquion Energy, Inc.
fka 44 Tech, Inc.
32 39th Street
Pittsburgh, PA 15201
Case No.: 17-10500
Description of Business: Aquion Energy, Inc. develops and
manufactures batteries and energy storage
systems. The Company offers sodium-ion
batteries for use in micro-grid support,
off-grid generator optimization, and
grid-level energy service application.
Aquion Energy serves customers worldwide.
Web site: http://aquionenergy.com
Chapter 11 Petition Date: March 8, 2017
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Kevin J. Carey
Debtor's Counsel: Laura Davis Jones, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
Wilmington, DE 19801
Tel: 302 652-4100
Fax: 302-652-4400
E-mail: ljones@pszjlaw.com
- and -
Joseph Michael Mulvihill, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 Market Street, 17th Floor
Wilmington, DE 19801
Tel: 302-778-6406
Fax: 302-652-4400
E-mail: jmulvihill@pszjlaw.com
Debtor's
Claims &
Noticing
Agent: KURTZMAN CARSON CONSULTANTS, LLC
2335 Alaska Ave.
El Segundo, CA 90245
Tel: 866-381-9100
Web site: http://www.kccllc.net
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Suzanne B. Roski, chief restructuring
officer.
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
PA Dept of Community & Economic Grant Reimbursement $5,600,000
Development - OG Opportunity Claim
Grant Program
Commonwealth Keystone Building
400 North Street, 4th Floor
Harrisburg, PA 17120-0225
Scott Deitrich
Tel: 717-720-7451
Fax: Not available
Email: sdeitrich@pa.gov
PA Dept of Community & Economic Grant Reimbursement $2,000,000
Development - Claim
ACE Alternative/Clean
Energy Program
Commonwealth Keystone Building
400 North Street, 4th Floor
Harrisburg, PA 17120-0225
Ryan Emerson
Tel: 717-346-8191
Fax: Not available
Email: ryemerson@pa.gov
PA Dept of Community & Economic Grant Reimbursement $1,000,000
Development - D2PA Discovered Claim
and Developed in PA
Commonwealth Keystone Building
400 North Street, 4th Floor
Harrisburg, PA 17120-0225
Scott Deitrich
Tel: 717-720-7451
Fax: Not available
Email: sdeitrich@pa.gov
Re-Energy Inc. Warranty Claims $504,000
#32 3F, Ashiike Bldg, 3-6-5
Minamisemba
Chuo-ku Osaka 542-0081
Japan
Shintaro Fukuzono
Tel: (81)661 212071
Fax: Not available
Email: samuraipw2@gmail.com
Inter-Island Solar Supply Warranty Claims/ $212,242
(International Solar Supply) Trade Debt
Email: rreed@solarsupply.com
The RIDC Regional Growth Fund Rent & Utilities $191,726
Email: cporemski@ridc.org
Tronox LLC (Tronox) Trade Debt $174,000
SQM North America (SQM) Trade Debt $140,421
Email: gonzalo.aguirre@sqm.com
Shanghai Stal Precision Trade Debt $97,901
Stainl (Stal)
Email: stal@stal.com.cn
Leverton-Clarke Ltd. Trade Debt $88,500
Email: sales@levertonclarke.com
Alte Store (Alte) Warranty Claim $87,490
Email: purchasingrich.lussier@
altestore.com
Port Erie Plastics, Inc. Trade Debt $83,679
Email: marunser@porterie.com
Steward Advanced Materials, LLC Trade Debt $73,142
Email: cgentry@stewardmaterials.com
Alexanderwerk, Inc. Trade Debt $69,154
Email: hmvinciguerra@
alexanderwerkinc.com
Dynamic Manufacturing Trade Debt $63,987
Email: meisenman@dynamic-
manufacturing.com
UPMC Health Plan Trade Debt $63,777
ddutzikdl@upmc.edu
Omnova Solutions Inc. Trade Debt $48,576
Email: pdesantis@omnova.com
Wireless Energy Warranty Claims $44,900
Email: nstevens@renovable.cl
Imerys Graphite & Carbon Trade Debt $44,369
Email: jean-luc.cialdini@imerys.com
Salesforce.com Trade Debt $41,216
Email: powerofus@salesforce.com
AQUION ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition
-------------------------------------------------------------
Aquion Energy Inc., the developer and manufacturer of Aqueous
Hybrid Ion batteries and energy storage systems, on March 8, 2017,
disclosed that it has filed a voluntary petition under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court of the District of Delaware. Immediately
preceding the Chapter 11 filing, the Company retrenched to a core
R&D team by terminating approximately 80% of its personnel (several
of whom have also entered into consulting agreements with the
Company to assist it in the sale of its assets), paused all factory
operations, and stopped the marketing and selling of its products.
These moves were made to provide the Company with sufficient time
to proceed with an orderly process to sell the assets of the
Company under the auspices of its Chapter case.
"Creating a new electrochemistry and an associated battery platform
at commercial scale is extremely complex, time-consuming, and very
capital intensive. Despite our best efforts to fund the company
and continue to fuel our growth, the Company has been unable to
raise the growth capital needed to continue operating as a going
concern," stated Scott Pearson, Aquion's outgoing Chief Executive
Officer and Suzanne Roski, who is the now Company's Chief
Restructuring Officer. Ms. Roski is a Managing Director at
Protiviti, a Virginia-based consulting firm offering professional
services around entering and exiting bankruptcy situations.
Filing for Chapter 11 provides the opportunity to sell the
Company's assets and to maximize returns available to its creditors
and stakeholders. Several potential strategic buyers have shown
interest in Aquion and are conducting due diligence under
non-disclosure agreements. According to Mr. Pearson, "A bankruptcy
sale creates a unique opportunity for the right strategic buyer
that can deploy transformative capital and synergies onto Aquion.
Over its seven years of operation, Aquion has created a very
promising energy storage platform and has proven that it can build
a compelling product at scale in a highly-automated fashion and
sell it globally to both integrators and end-customers. And in
doing so, Aquion has captured many prestigious awards including:
MIT's Top 100 Smartest Companies (2015, 2016), Global Cleantech -
North American Company of the Year (2017), Platt's Energy - Rising
Star Award (2016), and the EES Award for Energy Storage (2015)."
In the coming weeks, Aquion will be working to secure a bidder to
purchase substantially all of its operating assets. The Company
then intends to seek approval from the Bankruptcy Court for a
competitive bidding and auction process to offer other interested
bidders an opportunity to win the right to purchase the assets of
the Company.
Mr. Pearson concluded, "We believe that Aquion is the furthest
along among emerging energy storage companies offering a new
battery technology. Our world-class team was able to achieve
tremendous results in the past several years. Therefore, we are
optimistic that we can achieve the expected results and complete an
asset sale under Chapter 11 in the coming months. We have
appreciated the tremendous support of our employees, investors,
customers, and vendors throughout our history and look forward to
maintaining positive relations during this important phase."
Any inquiries about the Company or its Chapter 11 process should be
directed to Ms. Roski using the contact information provided at the
top of this release.
ARUBA PETROLEUM: USG Properties Buying Oil and Gas Wells for $2M
----------------------------------------------------------------
Aruba Petroleum, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Texas to authorize the sale of all its interest
in oil and gas wells to USG Properties Barnett II, LLC for
$2,000,000, subject to overbid.
The Debtor's business is the ownership of numerous oil and gas
wells, and has maintaining ownership interest in the wells.
The Debtor has received an offer from USG to purchase all of the
Debtor's interests in the wells. Pursuant to the terms of the
offer, the Debtor will also transfer its position was operator of
the wells to USG. The Debtor also intends to transfer certain
rolling stock and equipment as defined in the agreement to USG.
The purchase price for the sale is $2,000,000. The Debtor desires
to sell the asset described in the Purchase Agreement free and
clear of all liens claims and encumbrances. The sale will be
subject to higher and better bids.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Aruba_Petroleum_66_Sales.pdf
There are currently no liens claims asserted against the assets
being sold.
The Debtor believes that the sale of the assets is in the best
interests of the bankruptcy estate. The sale will allow the Debtor
to realize immediate funds to allow the Debtor to file its Plan to
repay all creditors on a expedited basis. Additionally, the Debtor
currently expends substantial funds on administrative requirements
associated with the distribution of the monthly revenues generated
from the wells to more that three thousand interested parties which
will be eliminated upon the sale.
The sale of these assets will not affect the current interest
holders.
The Debtor asks this matter be set down for a hearing and that upon
hearing, the Court enters an Order authorizing the Debtor's sale of
the property described, and for such other and further relief as
the Debtor may show itself justly entitled.
The Purchaser can be reached at:
USG PROPERTIES BARNETT II, LLC
601 Travis Street, Suite 1900
Houston, TX 77002
Attn: Kelly Walker
Telephone: (713) 951-5310
Facsimile: (713) 751-0375
E-mail: Kelly.Walker@nexteraenergy.com
About Aruba Petroleum
Aruba Petroleum, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-42121) on Nov. 22,
2016. The petition was signed by James Poston, president. At the
time of the filing, the Debtor disclosed liabilities totaling $4.67
million.
ASTORIA FINANCIAL: Moody's Reviews Ba2(hyb) Pref. Stock Rating
--------------------------------------------------------------
Moody's Investors Service placed on review for downgrade the
long-term ratings of Astoria Financial Corporation and its lead
bank subsidiary, Astoria Bank. The ratings of Astoria Financial
Corporation that were placed on review include its senior unsecured
and issuer ratings of Baa3 and its non-cumulative preferred stock
rating of Ba2(hyb). The ratings and assessments of Astoria Bank
that were placed on review include its long-term bank deposit
ratings of A3, its issuer rating of Baa3, its standalone baseline
credit assessment (BCA) and adjusted BCA of baa2, and its long-term
Counterparty Risk (CR) Assessment of Baa1(cr). The bank's
short-term deposit rating of Prime-2 and short-term CR assessment
of Prime-2(cr) were both affirmed.
These actions follow Astoria's announcement on March 7, 2017 that
it and Sterling Bancorp (unrated) have entered into a definitive
merger agreement in a stock-for-stock transaction scheduled to
close in late 2017. After the acquisition is completed, Astoria's
holding company and bank are expected to be merged into Sterling's
holding company and bank, respectively.
RATINGS RATIONALE
The review for downgrade of Astoria's long-term ratings reflects
Moody's view that Astoria's acquisition by Sterling Bancorp could
increase its asset risk. If acquired by Sterling, Astoria will be
merged into a banking group that has demonstrated an above-average
acquisition and growth appetite, which could have negative
implications for Astoria's creditors. Sterling also has a weaker
capital position than Astoria.
The acquisition also entails execution risks, including operational
risks, given that both institutions are similar in size. On the
other hand, Moody's noted that the proposed Sterling acquisition
could positively address Astoria's strategic business challenge of
having a concentration in jumbo-non-conforming adjustable-rate
mortgages. Demand for this product has declined because of low
interest rates and the increased size limit for conforming
mortgages. This strategic challenge was a key reason Moody's had a
negative outlook on Astoria's ratings prior to this announcement.
The review will focus on the financial metrics and risk profile of
the combined institution, which includes expected loan mix, growth
strategy and liquidity and capital profiles. The review will also
examine the potential of the enlarged institution to improve its
efficiency and profitability.
Moody's said that if Astoria's long-term ratings are downgraded, it
is unlikely that the downgrade would entail more than one notch.
FACTORS THAT COULD LEAD TO A DOWNGRADE
A downgrade of Astoria's standalone BCA could occur if Moody's
believes its acquisition by Sterling will increase its asset risk.
If the acquisition does not close, then downward movement in
Astoria's standalone BCA could occur if the bank's strategic
challenges persist. These challenges include management's ability
to refocus the bank on being an independent company, execution risk
in the ongoing expansion of the bank's business in the highly
competitive New York City market, and improving its returns.
Downward pressure could also emerge if the bank's profitability or
liquidity metrics weaken further.
FACTORS THAT COULD LEAD TO AN UPGRADE
Given the review for downgrade, there is no upward rating pressure.
Astoria's rating could be confirmed if Moody's believes that the
proposed acquisition by Sterling results in it being part of a more
diversified and more profitable institution. These benefits could
outweigh the increased leverage that is likely to result at the
combined entity.
AUTHENTIDATE HOLDING: Extends Warrants Expiration Until 2018
------------------------------------------------------------
Authentidate Holding Corp. extended the expiration date of an
aggregate of 309,547 outstanding common stock purchase warrants.
The affected common stock purchase warrants were originally issued
in March and September 2012 in separate private placements of the
Company's securities. Of the warrants extended, an aggregate of
124,370 warrants would otherwise have expired on March 15, 2017 and
185,177 warrants would have expired on Sept. 29, 2017. In both
cases, the expiration date of the warrants has been extended to
Sept. 29, 2018. All of these warrants have an exercise price of
$12.06 per share. Other than the extension of the term of these
warrants, the provisions of the warrants remain unchanged.
About Authentidate
Authentidate Holding Corp. and its subsidiaries provide secure
web-based revenue cycle management applications and telehealth
products and services that enable healthcare organizations to
increase revenues, improve productivity, reduce costs, coordinate
care for patients and enhance related administrative and clinical
workflows and compliance with regulatory requirements. The
Company's web-based services are delivered as Software as a Service
(SaaS) to its customers interfacing seamlessly with billing,
information and document management systems. These solutions
incorporate multiple features and security technologies such as
business-rules based electronic forms, intelligent routing,
transaction management, electronic signatures, identity
credentialing, content authentication, automated audit trails and
remote patient management capabilities. Both web and fax-based
communications are integrated into automated, secure and trusted
workflow solutions.
Authentidate reported a net loss of $9.7 million on $3.68 million
of total revenues for the year ended June 30, 2015, compared to a
net loss of $7.14 million on $5.55 million of total revenues for
the year ended June 30, 2014.
As of March 31, 2016, Authentidate had $55.2 million in total
assets, $11.5 million in total liabilities and $43.7 million in
total shareholders' equity.
EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company's recurring losses
from operations and negative cash flows from operations raise
substantial doubt about its ability to continue as a going concern.
AUTHENTIDATE HOLDING: Former COO to Get $160,000 Severance Pay
--------------------------------------------------------------
As previously reported, on Jan. 31, 2017, Authentidate Holding
Corp. determined to eliminate the position of chief operating
officer effective immediately. Accordingly, the Company's
employment of William P. Henry, who had been serving as the
Company's chief operating officer since Jan. 27, 2016, terminated
effective as of Jan. 31, 2017.
Pursuant to compensatory arrangements previously entered into
between the Company and Mr. Henry, Mr. Henry may be entitled to
certain severance payments and benefits following the termination
of his employment. On Feb. 27, 2017, the Company entered into a
separation agreement and general release with Mr. Henry addressing
post-employment compensation arrangements.
The Separation Agreement provides that Mr. Henry will receive the
following in consideration of the general release granted by him to
the Company:
* a severance payment in the amount of $160,000 payable in
equal installments on each of the Company's regular pay
dates during the twelve month commencing on the first
regular executive pay date after May 1, 2017;
* such number of shares of Common Stock of the Company which
will be determined by dividing $160,000 by the closing
sales price of the Company's Common Stock on the execution
date of the Separation Agreement;
* stock option awards previously granted to Mr. Henry during
his service as the chief strategy officer of the Company
will remain exercisable for the full duration of their
original exercise periods and for the purpose of
determining the exercisability of those options, the
termination of his employment shall be deemed a termination
without cause; and
* Mr. Henry's current health and insurance benefits will
continue until Feb. 1, 2018, and the Company will promptly
reimburse Mr. Henry for unreimbursed business expenses
arising out of his service to the Company and for
reasonable legal fees and costs of negotiating the
Separation Agreement.
As of the effective date of termination of Mr. Henry's employment
with the Company, he held options to purchase a total of 113,062
shares of common stock, of which 108,334 options were granted under
the employment letter we had entered into with him concerning his
service as chief strategy officer.
Effective with the execution of the Separation Agreement, Mr.
Henry, who had served as a member of the Company's Board of
Directors since June 18, 2015, resigned from the Board of
Directors.
About Authentidate
Authentidate Holding Corp. and its subsidiaries provide secure
web-based revenue cycle management applications and telehealth
products and services that enable healthcare organizations to
increase revenues, improve productivity, reduce costs, coordinate
care for patients and enhance related administrative and clinical
workflows and compliance with regulatory requirements. The
Company's web-based services are delivered as Software as a Service
(SaaS) to its customers interfacing seamlessly with billing,
information and document management systems. These solutions
incorporate multiple features and security technologies such as
business-rules based electronic forms, intelligent routing,
transaction management, electronic signatures, identity
credentialing, content authentication, automated audit trails and
remote patient management capabilities. Both web and fax-based
communications are integrated into automated, secure and trusted
workflow solutions.
Authentidate reported a net loss of $9.7 million on $3.68 million
of total revenues for the year ended June 30, 2015, compared to a
net loss of $7.14 million on $5.55 million of total revenues for
the year ended June 30, 2014.
As of March 31, 2016, Authentidate had $55.2 million in total
assets, $11.5 million in total liabilities and $43.7 million in
total shareholders' equity.
EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company's recurring losses
from operations and negative cash flows from operations raise
substantial doubt about its ability to continue as a going concern.
AVAYA INC: Fights for 3 Employees' Incentive Payments
-----------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that Avaya
Holdings Inc. has disputed before the U.S. Bankruptcy Court for the
Southern District of New York the U.S. trustee's position that the
Debtor's corporate secretary, chief accounting officer and
corporate treasurer should be excluded from the distribution of
additional compensation and incentive program payments.
According to Law360, the U.S. Trustee said those employees qualify
as "insiders".
About Avaya
Avaya Inc., together with its affiliates, is a multinational
company that provides communications products and services,
including, telephone communications, internet telephony, wireless
data communications, real-time video collaboration, contact
centers, and customer relationship software to companies of
various sizes. The Avaya Enterprise serves over 200,000 customers,
consisting of multinational enterprises, small- and medium-sized
businesses, and 911 services as well as government organizations
operating in a diverse range of industries. It has approximately
9,700 employees worldwide as of Dec. 31, 2016.
Avaya sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 17-10089) on Jan. 19, 2017. Seventeen
Avaya affiliates also filed separate petitions, signed by Eric S.
Koza, CFA, chief restructuring officer, on Jan. 19, 2017. Judge
Stuart M. Bernstein presides over the cases.
The Debtors have hired Kirkland & Ellis LLP as legal counsel,
Centerview Partners LLC as investment banker, Zolfo Cooper LLC as
restructuring advisor, PricewaterhouseCoopers LLP as auditor, KPMG
LLP as tax and accountancy advisor, The Siegfried Group, LLP as
financial services consultant.
William K. Harrington, the U.S. Trustee for Region 2, on Jan. 31,
2017, appointed seven creditors of Avaya Inc. to serve on the
official committee of unsecured creditors.
AZURE MIDSTREAM: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on March 8 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Azure Midstream Partners, LP,
and its affiliates.
Azure Midstream is represented by:
Christopher Manuel Lopez, Esq.
Weil, Gotshal & Manges LLP
700 Louisiana, Ste 1700
Houston, TX 77002
Tel: 713-546-5000
Email: chris.lopez@weil.com
- and -
Gary T. Holtzer, Esq.
Charles M. Persons, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
Email: gary.holtzer@weil.com
Email: charles.persons@weil.com
About Azure Midstream Partners
Azure Midstream Partners, LP, is a publicly traded Delaware master
limited partnership that was formed by NuDevco Partners, LLC and
its affiliates to develop, own, operate and acquire midstream
energy assets.
The Debtor and 11 of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S. D. Texas Lead Case No.
17-30461) on January 30, 2017. The petitions were signed by I.J.
Berthelot, II, president. The case is assigned to Judge David R
Jones.
The Debtor disclosed $375.53 million in assets and $179.38 million
in liabilities as of as of Sept. 30, 2016.
Vinson & Elkins LLP represents the Debtor as corporate counsel;
Evercore Group LLC as financial advisor; Alvarez & Marsal North
America LLC as restructuring advisor; and Kurtzman Carson
Consultants LLC as claims, noticing & balloting agent.
BILTON LLC: Seeks to Hire McDowell Posternock as Legal Counsel
--------------------------------------------------------------
Bilton, LLC seeks approval from the U.S. Bankruptcy Court for the
District of New Jersey to hire legal counsel in connection with its
Chapter 11 case.
The Debtor proposes to hire McDowell Posternock Apell & Detrick, PC
to give legal advice regarding its duties under the Bankruptcy
Code, prepare a bankruptcy plan, and provide other legal services.
The hourly rates charged by the firm are:
Ellen McDowell $350
Carrie Boyle $275
Paraprofessionals $85 - $100
Carrie Boyle, Esq., disclosed in a court filing that the firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Carrie J. Boyle, Esq.
McDowell Posternock Apell & Detrick, PC
46 West Main Street
Maple Shade, NJ 08052
Phone: (856) 482-5544
Email: cboyle@mpadlaw.com
About Bilton LLC
Bilton, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. N.J. Case No. 17-14027) on March 1, 2017.
BIOSCRIP INC: Reports 2016 Net Loss of $50.6 Million
----------------------------------------------------
BioScrip, Inc., filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss attributable
to common stockholders of $50.59 million on $935.58 million of net
revenue for the year ended Dec. 31, 2016, compared to a net loss
attributable to common stockholders of $309.51 million on $982.22
million of net revenue for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, Bioscrip had $607.74 million in total assets,
$567.30 million in total liabilities, $2.46 million in series A
convertible preferred stock, $69.54 million in series C convertible
preferred stock, and a $31.56 million total stockholders' deficit.
As of the filing of the Annual Report, the Company expects that its
cash on hand, proceeds from the priming credit agreement, proceeds
from the private placement, and cash from operations will be
sufficient to fund its anticipated working capital, scheduled
principal and interest repayments and other cash needs for at least
the next 12 months.
At Dec. 31, 2016, the Company had net working capital (excluding
current assets and current liability of discontinued operations) of
$45.7 million compared to $30.9 million of net working capital at
Dec. 31, 2015. The $14.8 million increase in net working capital
is attributable to an increase in receivables, less allowance for
doubtful accounts, of $14.5 million, a decrease in accrued expense
and other current liabilities of $10.7 million, a decrease of $5.9
million in accounts payable, and a decrease in the current portion
of long term debt of $5.9 million, offset by a decrease in cash and
cash equivalents of $6.0 million, a decrease in inventory of $6.8
million, and a decrease in prepaid and other current assets of $9.3
million. As of Dec. 31, 2016 there was no additional borrowing
capacity on our Revolving Credit Facility after considering
outstanding letters of credit totaling $4.6 million. Pursuant to
the Sixth Amendment to the Senior Credit Facilities, the Company is
prohibited from further borrowing under its Revolving Credit
Facility.
A full-text copy of the Form 10-K is avaiable for free at:
https://is.gd/crAduo
About Bioscrip
Headquartered in Denver, Colo., BioScrip, Inc., is a national
provider of home infusion services. The company's clinical
management programs and services provide access to prescription
medications for patients with chronic and acute healthcare
conditions, including gastrointestinal abnormalities, infectious
diseases, cancer, pain management, multiple sclerosis, organ
transplants, bleeding disorders, rheumatoid arthritis, immune
deficiencies and heart failure.
* * *
In November 2016, S&P Global Ratings lowered its corporate credit
rating on home infusion services provider BioScrip Inc. to 'CCC'
from 'CCC+' and revised the outlook to developing from stable.
"The downgrade reflects our belief that the company could face a
liquidity event within 12 months if it is unable to rapidly improve
profitability; moreover, given the company's lowered guidance, its
meaningful EBITDA shortfall in the third quarter, and its pattern
of falling short of its expectations, our confidence in the
company's ability to execute on its cost-cutting and other
strategic initiatives is limited," said credit analyst Elan Nat.
In March 2016, Moody's Investors Service downgraded BioScrip's
Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of
Default Rating to 'Caa2-PD' from 'Caa1-PD'.
BIOSCRIP INC: Reports Q4 Consolidated Revenue of $240.1 Million
---------------------------------------------------------------
BioScrip, Inc. reported revenue from continuing operations of
$240.1 million, net loss from continuing operations of ($5.2)
million and diluted EPS of ($0.06) loss per share for the fourth
quarter of 2016. For the full-year 2016, the Company reported
revenue from continuing operations of $935.6 million, net loss from
continuing operations of ($34.4) million and diluted EPS of ($0.46)
loss per share.
"I am extremely pleased with the great results the BioScrip team
delivered during the quarter," said Daniel E. Greenleaf, president
and chief executive officer. "Our focus on driving profitable
growth, improving operating processes and realizing operating cost
reductions and synergies generated both revenue and Adjusted EBITDA
results for the quarter ahead of our prior expectations. We are in
the early stages of our 18 to 24 month turnaround initiative, and
through ongoing work the BioScrip team continues to uncover
opportunities to drive transformational change and unlock value
throughout the organization. BioScrip remains on pace to realize
at least $17.0 million of cumulative Home Solutions cost synergies
by the end of 2017 and we expect an incremental $23.0 million to
$25.0 million in cost structure improvements during the year, a
portion of which partially offsets the negative impact of the Cures
Act legislation."
Mr. Greenleaf added, "During the quarter our leadership team
launched the CORE initiative, a program focused on improving Core
growth, Operational efficiencies, Revenue collections and Employee
effectiveness. Continued execution of the CORE initiative
positions BioScrip for the sustainable growth of our higher-margin
core business and ongoing improvement of our operating processes,
driving our future financial performance and creating value for our
shareholders."
Mr. Greenleaf continued, "Additionally, we are working diligently,
both internally and externally, to mitigate the unfavorable impact
of the Cures Act legislation on our business and on the critically
ill patients relying on home infusion therapies. These efforts
include actively working with Congress and the Centers for Medicare
and Medicaid Services (CMS) to propose an amendment to the
legislation to account for the infusion benefit as well as the
formation of Keep My Infusion Care at Home, a newly established
coalition of patients, family members, caregivers, healthcare
providers and related industry organizations. For further
information, please visit http://www.keepmyinfusioncareathome.org.
We have made significant progress internally to offset the negative
financial impact of the Cures Act and through the National Home
Infusion Association (NHIA) and lobbying efforts, we remain in
ongoing discussions with the U.S. Congress on the benefits of home
infusion therapy and the impact of the Cures Act legislation."
The Company achieved $2.6 million in Home Solutions cost synergies
in the fourth quarter of 2016. In total, between fourth quarter
2016 realized synergies of $2.6 million and 2017 expected
incremental synergies of $14.4 million, the Company believes it is
positioned to achieve the full $17.0 million in expected Home
Solutions cost synergies.
The Cures Act legislation results in a significant reduction in
Medicare reimbursement rates on certain drugs effective Jan. 1,
2017, and does not reimburse any services payments for the
administration of these drugs to patients via home infusion
pharmacies. For the full-year 2017, the Company is guiding to
revenues in the range of $920.0 million to $950.0 million and
adjusted EBITDA in the range of $45.0 million to $55.0 million.
As of March 2, 2017, the Company had $21.8 million of liquidity in
the form of cash held in bank. Under the terms of the Company's
Amended Credit Agreement, the Company no longer has access to a
revolving credit facility and therefore cash held in bank
represents the Company's liquidity position. As of Dec. 31, 2016
the Company was in full compliance with its bank covenants under
the terms of the Amended Credit Agreement. The Company's net Days
Sales Outstanding at Dec. 31, 2016, was 43 days.
A full-text copy of the press release is available for free at:
https://is.gd/fCX663
About Bioscrip
Headquartered in Denver, Colo., BioScrip, Inc., is a national
provider of home infusion services. The company's clinical
management programs and services provide access to prescription
medications for patients with chronic and acute healthcare
conditions, including gastrointestinal abnormalities, infectious
diseases, cancer, pain management, multiple sclerosis, organ
transplants, bleeding disorders, rheumatoid arthritis, immune
deficiencies and heart failure.
As of Sept. 30, 2016, Bioscrip had $595.40 million in total assets,
$550.05 million in total liabilities, $2.38 million in series A
convertible preferred stock, $67.24 million in series C convertible
preferred stock and a total stockholders' deficit of $24.28
million.
Bioscrip reported a net loss attributable to common stockholders of
$309.51 million in 2015, a net loss attributable to common
stockholders of $147.7 million in 2014, and a net loss attributable
to common stockholders of $69.65 million in 2013.
* * *
In November 2016, S&P Global Ratings lowered its corporate credit
rating on home infusion services provider BioScrip Inc. to 'CCC'
from 'CCC+' and revised the outlook to developing from stable.
"The downgrade reflects our belief that the company could face a
liquidity event within 12 months if it is unable to rapidly improve
profitability; moreover, given the company's lowered guidance, its
meaningful EBITDA shortfall in the third quarter, and its pattern
of falling short of its expectations, our confidence in the
company's ability to execute on its cost-cutting and other
strategic initiatives is limited," said credit analyst Elan Nat.
In March 2016, Moody's Investors Service downgraded BioScrip's
Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of
Default Rating to 'Caa2-PD' from 'Caa1-PD'.
BLACK RIVER CAVIAR: 20,500 Shares Up for Auction March 24
---------------------------------------------------------
The collateral consisting of 20,500 shares of stock held by Graham
Gaspard in Black River Caviar, a Colorado corporation, will be sold
at a sale held to enforce the rights of the estates of James A.
Pappas, as successor in interests to James A. Pappas, as secured
party seller in the collateral.
The collateral is the subject of a stock pledged agreement dated as
of May 2, 2014, between Graham Gaspard and James A. Pappas. The
collateral secures the obligations under that certain promissory
note dated May 17, 2013, in the face amount of $500,000 and all
other documents executed, delivered and/or otherwise concerning the
obligations. The Debtors is in default of the obligations under
the loan documents.
Robert Janjigian, editor at Daily News Business, reported that
Maribel Alvarez, marketing specialist and [James] Pappas's
girlfriend, started working with Graham Gaspard, the Breckenridge,
Colorado-based president of the U.S. arm of Black River Caviar Inc.
[James] Pappas got together a small group of investors, which put
$500,000 into the company, Mr. Janjigian noted.
The sale will take place on March 24, 2017, at 10:00 a.m.,
(prevailing Mountain Time) at the offices of the secured party
seller's counsel, Perkins Coie LLP. The firm may be reached at:
Deborah Kennedy, Esq.
Perkins Coie LLP
1900 16th Street, Suite 1400
Denver, Colorado 80202
Tel: (303) 291 2300
Fax: (303) 291 2400
Any individual intending to attend the public auction sale must
contact Deborah M. Kennedy, Esq., at (303) 291-2339 at least 24
hours prior to the sale date to reserve access into the sale site.
If you are the Debtor or other obligor of the obligations, you are
entitled to an accounting of the unpaid indebtedness secured by the
collateral at your sole cost and expense, which cost will equal
approximately $1 million. You may request an accounting by calling
the secured party seller's counsel.
BRIDGESTREAM MANAGEMENT: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------------
Debtor: Bridgestream Management LLC
3218 E. Holt Ave.
West Covina, CA 91791
Case No.: 17-12631
Description of Business: Bridgestream Management, a Single Asset
Real Estate, owns the commercial real property building located at
3218 East Holt Ave., in West Covina, California. The property is
valued at $2,100,000 in the Debtor's schedules. Lucy Gao has a
100% member interest in Bridgestream.
Chapter 11 Petition Date: March 6, 2017
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Julia W. Brand
Debtor's Counsel: Derek W. May, Esq.
LAW OFFICE OF W. DEREK MAY
400 N. Mountain Ave., Suite 215B
Upland, CA 91786
Tel: 909-920-0443
Email: wdmlaw17@gmail.com
Total Assets: $2.10 million
Total Liabilities: $1.60 million
The petition was signed by Lucy Gao, manager.
The Debtor has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb17-12631.pdf
BULOVA TECHNOLOGIES: Hires Turner Stone as New Accountants
----------------------------------------------------------
The independent registered public accounting firm of Stevenson &
Company CPAS LLC of Tampa, Florida, resigned as Bulova Technologies
Group, Inc.'s independent registered public accountant for the
fiscal year ending Sept. 30, 2017. Their decision was not based on
any information provided by the Company, its Board of Directors,
its management, nor any communications with predecessor accounting
firms, according to a Form 8-K filing with the Securities and
Exchange Commission.
According to the regulatory filing, during the fiscal years ended
Sept. 30, 2015 and 2016, and for the interim periods through March
7, 2017, the Company has had no disagreements with Stevenson on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which if not resolved
to Stevenson’s satisfaction, would have caused them to make
reference to the subject matter of the disagreement in connection
with its report on the Company's consolidated financial
statements.
The reports of Stevenson for the years ended Sept. 30, 2015 and
2016 contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or
accounting principle.
On March 6, 2017, the Company engaged the firm of Turner, Stone &
Company, L.L.P. of Dallas, Texas, as its new independent registered
public accounting firm for the fiscal year ending Sept. 30, 2017.
During the fiscal years ended Sept. 30, 2015 and 2016, the Company
has not consulted with Turner regarding either:
(i) the application of accounting principles to any specified
transaction, completed or proposed; or the type of audit opinion
that might be rendered on the Company's consolidated financial
statements, and neither a written report was provided to the
Company nor oral advice was provided that Turner concluded was an
important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or
(ii) any matter that was the subject of either a disagreement (as
defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or a
reportable event (as described in paragraph (a)(1)(v) of Item 304
of Regulations S-K).
About Bulova
Bulova Technologies Group, Inc., was originally incorporated in
Wyoming in 1979 as "Tyrex Oil Company". During 2007, the Company
divested itself of all assets and previous operations. During
2008, the Company filed for domestication to the State of Florida,
and changed its name to Bulova Technologies Group, Inc. and changed
its fiscal year from June 30 to September 30.
Bulova reported a net loss attributable to the Company of $8.06
million on $18.72 million of revenues for the year ended Sept. 30,
2016, compared to a net loss attributable to the Company of $5.44
million on $1.75 million of revenues for the year ended Sept. 30,
2015.
As of Dec. 31, 2016, Bulova had $18.53 million in total assets,
$46.02 million in total liabilities and a total shareholders'
deficit of $27.48 million.
CARING HANDS HOME CARE: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------------
The Office of the U.S. Trustee on March 8 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Caring Hands Home Care, Inc.
Caring Hands Home Care, Inc. filed its voluntary petition for
relief under Chapter 11 of Title 11 of the United States Code
(Bankr. D. Minn. Case No. 17-60044), on January 27, 2017 and is
currently operating as debtor-in-possession. The Debtor is
represented by Erik A Ahlgren, Esq. -- erikahlgren@charter.net --
at Ahlgren Law Office.
CCM MERGER: Moody's Rates Proposed $200MM Unsecured Debt 'Caa1'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to CCM Merger,
Inc.'s proposed five-year $200 million senior unsecured note
offering. CCM's B2 Corporate Family Rating, B2-PD Probability of
Default Rating, B1 Bank Credit Facilities rating are unchanged. The
rating outlook remains stable.
Ratings of the existing senior unsecured notes are unchanged and
will be withdrawn upon closing of the new notes. The proceeds of
the proposed note offering will be used to refinance the company
existing 9.125% $200 million senior unsecured notes due 2019.
Moody's expects interest coverage will improve as the current notes
are refinanced at a substantially lower coupon.
Assignments:
Issuer: CCM Merger, Inc.
-- Senior Unsecured Regular Bond/Debenture, Assigned Caa1(LGD5)
RATINGS RATIONALE
CCM's B2 Corporate Family Rating considers the demonstrated
stability and favorable characteristics of the Detroit gaming
market, which has significant population density as measured by
adults per gaming position. Additionally, state law allows only
three casinos in the city providing a barrier to entry for new
competitors. Also supporting the rating is CCM's positive free cash
flow generating ability, along with the fact that the there are no
near-term scheduled debt maturities until 2021. Key credit risks
include CCM's small size in terms of gaming revenue and single
asset profile, as well as high leverage (Moody's adjusted
debt/EBITDA of 5.6x as of year-end 2016) for the assigned rating
category. Moody's estimates debt/EBITDA will decline to between
5.0x -- 5.25x by year-end 2017 due to debt reduction on relatively
flat EBITDA.
The stable outlook reflects stable market conditions in Detroit and
CCM's ability to generate positive free cash that Moody's expects
the company will use to primarily to prepay debt. Ratings
improvement is limited at this time given CCM's single asset
profile. A higher rating would require that the company demonstrate
the ability and willingness to maintain debt/EBITDA below 4.0 times
and a stable operating outlook for the Detroit market. Ratings
could be lowered if CCM's EBITDA trend turns negative and it
appears likely debt/EBITDA will increase above 6.0 times.
CCM Merger Inc., through its subsidiary Detroit Entertainment
L.L.C, owns and operates the MotorCity Casino Hotel in Detroit,
Michigan, one of only three commercial casinos that are allowed to
operate in the Detroit area. CCM is owned by Mrs. Marian Illitch
and generates about $457 million in net revenue. The company is
privately held and does not publicly disclose detailed financial
information.
The principal methodology used in this rating was Global Gaming
Industry published in June 2014.
CCM MERGER: S&P Assigns 'B-' Rating on Proposed $200MM Sr. Notes
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '5'
recovery rating to Detroit-based CCM Merger Inc.'s proposed
$200 million senior unsecured notes due 2022. The '5' recovery
rating reflects S&P's expectation for modest (10% to 30%; rounded
estimate: 20%) recovery in the event of a payment default. The
company plans to use proceeds from the proposed notes issuance
along with excess cash on hand to refinance its existing senior
notes and to pay transaction fees, expenses and breakage costs.
S&P plans to withdraw its ratings on the existing senior notes once
the transaction closes and the notes have been redeemed in full.
The recovery prospects for unsecured noteholders under the proposed
transaction have improved relative to S&P's previous analysis
because of lower than anticipated first-lien debt outstanding at
the time of default as a result of mandatory and voluntary
prepayments using excess cash flow that are reducing term loan
balances.
All other ratings, including S&P's 'B' corporate credit rating and
stable outlook, are unchanged. Although the proposed transaction
is leverage neutral, S&P expects the company's free cash flow
generation and interest coverage measures to improve given the
anticipated reduction in interest costs. The proposed transaction
will also extend CCM's maturity profile. S&P expects the
transaction will improve EBITDA coverage of interest closer to the
mid- to high-3x area in 2017 from the low- to mid-3x area. S&P
anticipates CCM will continue to use free cash flow to repay debt
helping to further improve credit measures through 2017. S&P's
base case operating forecast is unchanged.
RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates a default in
2020 (in-line with S&P's three-year default horizon for 'B'
rated credits) as a result of a significant decline in cash
flow from prolonged economic weakness and increased
competitive pressures in the Detroit market, and to a lesser
extent, the Ohio market.
-- S&P has applied an operational adjustment of 15% to its
default EBITDA proxy to better align the decline relative to
peers given the lower fixed charges resulting from expected
lower coupon debt under the proposed transaction. S&P
assumes a reorganization following the default, using an
emergence EBITDA of 6.5x to value the company. S&P assumes
the $15 million revolver is 85% drawn at the time of
default.
Simplified waterfall
-- Emergence EBITDA: $81.5 million
-- Multiple: 6.5x
-- Gross recovery value: $530 million
-- Net recovery value for waterfall after admin. expenses (5%):
$500 million
-- Obligor/nonobligor valuation split: 100%/0%
-- Estimated first-lien debt: $460 million
-- Value available for first-lien claim: $500 million
-- Recovery expectation: 90% to 100% (rounded estimate: 95%)
-- Estimated unsecured claim: $205 million
-- Value available for unsecured claim: $40 million
-- Recovery expectation: 10% to 30% (rounded estimate 20%)
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
CCM Merger Inc.
Corporate Credit Rating B/Stable/-
New Rating
CCM Merger Inc.
$200 million notes due 2022
Senior Unsecured B-
Recovery Rating 5 (20%)
COMSTOCK MINING: Clark Gillam Has Not Yet Joined the Board
----------------------------------------------------------
Comstock Mining Inc. filed a Current Report on Form 8-K with the
Securities and Exchange Commission on Jan. 17, 2017, to report the
entry into certain material definitive agreements in connection
certain transactions described in the Initial 8-K and the election
of Mr. Clark Gillam as a director of Comstock. Although Mr. Clark
is entitled to join the Board of Directors of Comstock pursuant to
the terms of the Securities Purchase Agreement described in the
Initial 8-K, Mr. Gillam has not yet joined the Board of Directors.
The Company filed an amendment to the Initial 8-K to correct
disclosure regarding Mr. Gillam's status. No other changes are
being made to the Initial 8-K.
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock District in 2003. Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining. The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.
Comstock Mining reported a net loss available to common
shareholders of $15.9 million on $18.5 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss available
to common shareholders of $13.3 million on $25.6 million of total
revenues for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, the Company had $36.24 million in total
assets, $18.82 million in total liabilities and $17.41 million in
total stockholders' equity.
COMSTOCK MINING: Terminates Senior Revolving Facility with Auramet
------------------------------------------------------------------
In connection with Comstock Mining Inc.'s issuance and sale of an
11% Senior Secured Debenture due 2021 in an aggregate principal
amount of $10,723,000, dated Jan. 13, 2017, the Company entered
into a Securities Purchase Agreement. The Debenture is secured by
(1) the pledge of equity interests in the Company's subsidiaries
Comstock Mining LLC, Comstock Real Estate, Inc. and Comstock
Industrial LLC and (2) substantially all of the assets of the
Company and the Subsidiaries pursuant to the Pledge and Security
Agreement dated Jan. 13, 2017. The use of proceeds includes
refinancing substantially all of the Company's current obligations,
certain drilling and development activities and general corporate
purposes.
As a condition to the consummation of the transactions contemplated
by the Transaction Documents, the Company was required to obtain
the consent of certain stockholders pursuant to an Acknowledgement,
Consent and Waiver Agreement.
The Debenture has a term of four years. For the first two years
following the initial issue date, interest on the Debenture will be
payable in cash or in the form of additional Debentures to be
issued by the Company (valued at face value) or a combination of
the two types of consideration, at the Company's option.
The Company will have the right to redeem the Debenture, at any
time, from time to time, in whole or in part, at a redemption price
equal to (x) the outstanding principal balance of the Debenture
being redeemed, plus (y) accrued and unpaid interest on the
Debentures being redeemed to the redemption date, plus the
Make-Whole Amount. The "Make-Whole Amount" means the amount of
interest that would accrue on such outstanding principal balance
from the date of redemption to the date that is seven months after
such date of redemption. The redemption price shall be payable in
cash. Subject to certain exceptions, from the asset sales by the
Company must be used to repay the indebtedness under the
Debenture.
The Debenture includes the following "Events of Default": (i)
failure to pay principal when due; (ii) failure to pay interest
when due, subject to 3 day grace period; (iii) material continuing
breaches of representations, warranties or covenants under the
Transaction Documents, subject to certain specified grace periods;
(iv) upon an acceleration on any other material indebtedness; (v)
material judgments against the Company or the Subsidiaries which
shall not have been satisfied or vacated within 30 days; (vi) the
announcement of a restatement of any of the Company’s financial
statements if the result of such restatement would be to require
the independent auditor to modify its opinion or the Company to
issue a Form 8-K; (vii) upon the failure to maintain, in a material
respect, a perfected first priority security interest on the
collateral, subject to a 30-day grace period and customary
permitted exceptions; (viii) a bankruptcy filing or the appointment
of a receiver or trustee for the Company or the initiation of
proceedings for dissolution of the Company, which shall be subject
to a 90-day grace period only in the event of an involuntary filing
or appointment; and (ix) title defects, judgments, orders, or
decrees determined by a court of competent jurisdiction that
prevent, enjoin or otherwise materially delay the Company's
exploration, development or mining. Upon the occurrence of an
Event of Default, interest will accrue on the outstanding balance
at the rate of 13.5% per annum.
In connection with the Company's entry into the Transaction
Documents, the Company terminated its senior revolving credit
facility with Auramet International LLC.
For so long as the Debenture remains outstanding, the investor in
the Debenture will have the right to designate one of their
founders as a nominee to the Board of Directors of the Company.
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock District in 2003. Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining. The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.
Comstock Mining reported a net loss available to common
shareholders of $15.9 million on $18.5 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss available
to common shareholders of $13.3 million on $25.6 million of total
revenues for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, the Company had $36.24 million in total
assets, $18.82 million in total liabilities and $17.41 million in
total stockholders' equity.
CONCH HOUSE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Conch House Builders, LLC 17-00767
57 Comares Avenue
Saint Augustine, FL 32080
Conch House Builders II, LLC 17-00768
fdba Conch House Marina Resort, Inc.
57 Comares Avenue
Saint Augustine, FL 32080
Business Desription: Conch House Builders, LLC -- www.conch-
house.com -- operates as a resort in Florida.
The Company offers motel rooms; and menu that
includes seafood, steaks, salads, Caribbean
style cuisine, sandwiches, lunch specialties,
grills, and conch house favorites. It offers
banquet facilities for topside dining room,
floating party barge, dining, and wedding
ceremonies.
Chapter 11 Petition Date: March 8, 2017
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Debtors' Counsel: Jason A Burgess, Esq.
THE LAW OFFICES OF JASON A. BURGESS, LLC
1855 Mayport Road
Atlantic Beach, FL 32233
Tel: 904-372-4791
Fax: 904-853-6932
E-mail: jason@jasonaburgess.com
Estimated Estimated
Assets Liabilities
---------- -----------
Conch House Builders $0-$50,000 $10M-$50M
Conch House Builders II $0-$50,000 $100K-$500K
The petitions were signed by David M. Ponce, Jr., manager.
A copy of Conch House Builders' list of nine largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/flmb17-00767.pdf
A copy of Conch House Builders II's list of 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/flmb17-00768.pdf
CONGO CORPORATION: Seeks 75-Day Extension of Plan Filing Deadline
-----------------------------------------------------------------
Congo Corporation asks the Bankruptcy Court to extend by 75 days
its exclusive periods to confirm a plan in a "small business"
case.
The Debtor relates that it needs the additional time to reach an
agreement on a mediation with counterparties in an ongoing
litigation with Westfield Insurance Company, and Oxbow Fertilizer,
LLC and Caitlin Insurance Company. The controversy arose because
Oxbow Fertilizer, LLC and Caitlin Insurance Company obtained a
judgment against Congo Corporation for damage to merchandise.
Westfield Insurance Company which had provided some insurance
coverage asserted that the damage to merchandise was a matter for
which there was no insurance. The declaratory judgment suit which
is pending and which Westfield Insurance Company seeks stay relief
is in litigation designed to resolve that controversy. The
litigation is pending in Ohio.
Mediation before Magistrate Judge Seibert has been authorized but
the parties were unable to reach agreement on when to conduct
mediation, according to the Debtor. The Debtor became concerned
that mediation could not be conducted so as to permit a plan to be
confirmed within 180 days of filing pursuant to 11 U.S.C. Sec.
1121(e).
Believing mediation to be essential to the likely success of any
plan of reorganization, the Debtor now seeks for an extension of
the deadlines for confirming a plan in a "small business case" to
be extend by 75 days. An extension, the Debtor explains, should
permit a timely mediation, and still leave a cushion for further
extension of another 45 days, should that be necessary.
The Debtor filed its extension request on Feb. 28, 2017.
About Congo Corporation
Congo Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. W.Va. Case No. 16-00523) on May 23,
2016. The petition was signed by John Hofstetter, president.
The Debtor is represented by Martin P. Sheehan, Esq., at Sheehan &
Nugent, PLLC. The Debtor tapped Peter A. Polverini as appraiser.
At the time of the filing, the Debtor disclosed $25,261 in assets
and $520,377 in liabilities.
The U.S. Trustee has been unable to appoint an official unsecured
creditors' committee in the case.
CONGOLEUM CORP: Mulls Exchange Offer for $40-Mil. 2017 Notes
------------------------------------------------------------
Congoleum Corporation filed with the Securities and Exchange
Commission a Form T-3, disclosing its intent to issue up to a
maximum aggregate principal amount of $40,821,213 of 9% Senior
Secured Notes due 2020.
The Company intends to offer to exchange the 2020 Notes for the
existing notes issued under its confirmed Plan of reorganization.
The existing notes are slated to mature later this year.
The 2020 Notes and the existing notes will have similar terms.
The 2020 Notes will be issued under an indenture between the
Company and Delaware Trust Company, as trustee.
On July 1, 2010, the Company issued $33.0 million aggregate
principal amount of 9% Senior Secured Notes due 2017 -- Initial
Notes -- under an indenture between the Company and Law Debenture
Trust Company of New York, as trustee, dated as of December 1,
2010. The Initial Notes were issued in accordance with the terms
of the Fourth Amended Joint Plan of Reorganization of the Company
and its wholly owned subsidiaries Congoleum Sales, Inc. and
Congoleum Fiscal, Inc. The Plan was approved by the United States
Bankruptcy Court for the District of New Jersey and the Company
emerged from Chapter 11 protection in July 2010.
The Company believes that the issuance of the Initial Notes was
exempt from the registration requirements of the Securities Act of
1933, as amended, and state securities and "blue sky" laws pursuant
to the exemption provided under Section 1145(a)(1) of the
Bankruptcy Code.
The Initial Notes provide that accrued interest on the Initial
Notes can be paid when due by the issuance of additional promissory
notes of the Company having the same terms as the Initial Notes.
The Company has issued PIK Notes with an aggregate principal
balance of $7,881,213 in payment of accrued interest on the Initial
Notes.
The approximate date of proposed public offering is March 31,
2017.
Congoleum also disclosed the entities that beneficially owns 10% or
more of the Company's common stock:
Paul Frontier Holdings LP 1,129,621 shares 28.61%
c/o Frontier Capital Advisors LLC
645 Fifth Avenue
New York, NY 1022
Simplon Partners LP 1,262,544 shares 31.98%
c/o T. A. McKay & Co, Inc.
One Rockefeller Plaza, Suite 1712
New York, NY 10020
Congoleum Plan Trust 645,952 shares 16.36%
c/o Alfred Wolin, Esq.
Saiber LLC
18 Columbia Turnpike, Suite 200
Florham Park, NJ 07932
A copy of the Form T-3 document is available at
https://is.gd/bcbXHo
About Congoleum Corporation
Based in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures resilient sheet and tile
and plank flooring products available in
a wide variety of product features, designs and colors.
The Company filed for Chapter 11 protection on Dec. 31, 2003
(Bankr. D.N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago. Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represented the Debtors.
The Asbestos Claimants' Committee was represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd. The Bondholders' Committee was represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP. Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represented the Official Committee of Unsecured Creditors.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, was
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.
American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
was represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.
Various entities filed bankruptcy plans for the Debtors. In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8% Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization. Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.
In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan. The Bankruptcy Court
approved the Litigation Settlement in October 2008. The Amended
Joint Plan was filed in November 2008.
In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan. Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.
On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey. The District Court overturned the dismissal order, and
assumed jurisdiction of the bankruptcy proceedings.
In June 2010, Congoleum Corporation obtained from the District
Court of New Jersey an order confirming Congoleum's Plan of
Reorganization.
CORPORATE CAPITAL: Fitch Completes Review, Outlook Still Stable
---------------------------------------------------------------
Fitch Ratings on March 7, 2017 completed its periodic review of
Business Development Companies (BDCs), which comprises eight
publicly rated firms. Five ratings were affirmed with a Stable
Rating Outlook, two ratings were affirmed with a Negative Outlook
and one rating was placed on Rating Watch Negative. The following
actions were taken as a result of the peer review:
-- Apollo Investment Corporation's Long-term Issuer Default
Rating (IDR) was affirmed at 'BBB-'. The Rating Outlook was
maintained at Negative.
-- Ares Capital Corporation's Long-term IDR was affirmed at
'BBB'. The Rating Outlook was maintained at Stable.
-- BlackRock Capital Investment Corporation's Long-term IDR was
affirmed at 'BBB-'. The Rating Outlook was maintained at
Negative.
-- Corporate Capital Trust's Long-term IDR was affirmed at 'BB+'.
The Rating Outlook was maintained at Stable.
-- FS Investment Corporation's Long-term IDR was affirmed at
'BBB-'. The Rating Outlook was maintained at Stable.
-- PennantPark Investment Corporation's ratings have been placed
on Rating Watch Negative.
-- Solar Capital Corporation's Long-term IDR was affirmed at
'BBB-'. The Rating Outlook was maintained at Stable.
-- TPG Specialty Lending, Inc.'s Long-term IDR was affirmed at
'BBB-'. The Rating Outlook was maintained Stable.
Fitch's outlook for the BDC sector remains negative, reflecting
competitive underwriting conditions, unattractive supply/demand
dynamics in the middle market, earnings pressure, weakening asset
quality metrics, and limited access to growth capital. While some
firms are better positioned, given their more conservative
financial profiles, platform strength, capital market access and
portfolio characteristics, others are likely to see rating pressure
over the outlook horizon.
Underwriting conditions have been competitive for several years, as
the continuation of low interest rates around the globe has
increased the demand for higher-yielding middle market paper for a
variety of investor classes. While demand has been on the rise for
several years, supply dropped meaningfully in 2016 bringing added
pressure to middle market deal structures and pricing. Fitch
believes challenging underwriting conditions are likely to persist
in 2017, further highlighting the importance of a BDC's scale,
platform, the consistency of its risk tolerance, and its access to
meaningful deal flow, to avoid adverse selection.
Non-accrual levels for the industry have been on the rise, but
portfolio issues to date have generally been isolated to
energy-related investments and idiosyncratic portfolio issues. Core
industry-wide defaults remain below historic norms and Fitch does
not currently see a catalyst for meaningful portfolio deterioration
over the near term. However, BDC portfolios are heavily
concentrated in 2014 -- 2016 vintages, which generally exhibit
higher underlying leverage levels and weaker terms and conditions.
As a result, any cracks in the economy are likely to translate into
asset quality issues more quickly, given the smaller embedded
financial cushion in most portfolio credits.
Capital market access was limited for the rated peer group in 2016,
with $78 million of public equity issuance for the year. However,
BDC share prices rallied as the year progressed, and the average
share premium was 1.8% at March 3, 2017; however, the gap between
the strongest and weakest stocks remains wide. Fitch expects equity
issuance to increase in 2017, with those having access to the
market benefiting from a competitive advantage. On the debt front,
a $600 million issuance in September 2016 was the first public-note
issuance in nearly 17 months. Fitch expects public market access to
remain challenging for some in 2017, but debt maturities this year
are considerably more manageable.
Fitch observed a modest improvement in BDC leverage in 2016, as
share repurchase activity declined with the run-up in share prices
and because portfolio repayments surpassed origination volume.
Average leverage for the rated group was 0.66x at Sept. 30, 2016,
compared with 0.71x at year-end 2015. Fitch expects BDCs with
elevated non-accruals and outsized exposure to non-debt investments
to operate with a more meaningful asset coverage cushion given the
potential for valuation volatility and/or incremental portfolio
losses.
CYTORI THERAPEUTICS: Signs Office Lease for San Diego HQ
--------------------------------------------------------
Cytori Therapeutics, Inc. entered into a lease agreement with 6262
Lusk Investors LLC, a California limited liability company, for
approximately 29,499 square feet of office space for the Company's
corporate headquarters in San Diego, California. The initial term
of the Lease is 63 months, and may be extended upon mutual
agreement of the Company and the Landlord. The Lease is scheduled
to commence on Nov. 1, 2017 date, unless the premises are earlier
occupied by the Company or the commencement date is delayed to
allow for substantial completion of tenant improvements.
Under the Lease, the Company will be obligated to pay base rent as
follows:
Year 1: $761,074;
Year 2: $783,906;
Year 3: $807,423;
Year 4: $831,646;
Year 5: $856,595;
Months 61-63: $73,524 per month ($882,293 annualized base
rent).
In addition to the base rent, the Company will also be obligated
under the Lease to make certain payments for operating expenses,
property taxes, insurance, insurance deductibles and other
amounts.
In connection with the Lease, the Company issued a letter of
credit, or Letter of Credit, in favor of the Landlord in the
initial principal amount of $126,845, which Letter of Credit will
increase to $253,690 on June 1, 2017, and to $500,000.00 on the
commencement date. The Letter of Credit will remain in effect for
the term of the Lease.
The Company has agreed to customary indemnifications of the
Landlord and its affiliates arising out of the Company's use of the
rented premises, breaches of the Company's obligations under the
Lease and similar matters (except to the extent arising out of the
Landlord’s gross negligence or willful misconduct).
About Cytori
Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX)
-- http://www.cytori.com/-- is an emerging leader in providing
patients and physicians around the world with medical
technologies, which harness the potential of adult regenerative
cells from adipose tissue. The Company's StemSource(R) product
line is sold globally for cell banking and research applications.
Cytori reported a net loss allocable to common stockholders of
$19.4 million on $4.83 million of product revenues for the year
ended Dec. 31, 2015, compared to a net loss allocable to common
stockholders of $38.5 million on $4.95 million of product revenues
for the year ended Dec. 31, 2015.
As of Sept. 30, 2016, Cytori had $36.84 million in total assets,
$23.17 million in total liabilities and $13.67 million in total
stockholders' equity.
KPMG LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses
from operations and liquidity position raises substantial doubt
about its ability to continue as a going concern.
CYTOSORBENTS CORPORATION: Incurs $11.9 Million Net Loss in 2016
---------------------------------------------------------------
Cytosorbents Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of $11.93 million on $9.52 million of total revenue for the
year ended Dec. 31, 2016, compared to a net loss of $8.13 million
on $4.79 million of total revenue for the year ended
Dec. 31, 2015.
As of Dec. 31, 2016, Cytosorbents had $9.69 million in total
assets, $10.16 million in total liabilities and a total
stockholders' deficit of $474,088.
Since inception, the Company's operations have been primarily
financed through the private and public placement of its debt and
equity securities. At Dec. 31, 2016, the Company had current
assets of approximately $7,828,000 including cash on hand of
approximately $5,245,000 and had current liabilities of
approximately $6,090,000. In December 2016, the Company received
approximately $319,000 in cash from the sale of its net operating
losses to the State of New Jersey.
"We believe that we have sufficient cash to fund our operations
through the first half of 2017; however, we will need to raise
additional capital to support our ongoing operations in the future.
In addition, we will need to raise additional funds to support
clinical trials in the U.S. and in Europe. We will be better able
to assess this need once the specific protocols of these trials are
finalized," the Company said in the report.
WithumSmith+Brown, PC, in New Brunswick, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that
the Company has suffered recurring losses from operations and has a
net capital deficiency that raises substantial doubt about its
ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/8RrOHO
About Cytosorbents
Cytosorbents Corporation is a leader in critical care immunotherapy
commercializing its CytoSorb blood purification technology to
reduce deadly uncontrolled inflammation in hospitalized patients
around the world, with the goal of preventing or treating multiple
organ failure in life-threatening illnesses. The Company, through
its subsidiary CytoSorbents Medical Inc. (formerly known as
CytoSorbents, Inc.), is engaged in the research, development and
commercialization of medical devices with its blood purification
technology platform which incorporates a proprietary adsorbent,
porous polymer technology. The Company, through its European
Subsidiary, conducts sales and marketing related operations for the
CytoSorb device. CytoSorb, the Company's flagship product, is
approved in the European Union and marketed in and distributed in
thirty-two countries around the world, as a safe and effective
extracorporeal cytokine absorber, designed to reduce the "cytokine
storm" that could otherwise cause massive inflammation, organ
failure and death in common critical illnesses such as sepsis, burn
injury, trauma, lung injury, and pancreatitis. CytoSorb is also
being used during and after cardiac surgery to remove inflammatory
mediators, such as cytokines and free hemoglobin, which can lead
to
post-operative complications, including multiple organ failure. In
March 2011, the Company received CE Mark approval for its CytoSorb
device.
DAKOTA PLAINS: Suspending Filing of Reports with SEC
----------------------------------------------------
Dakota Plains Holdings, Inc., filed a Form 15 with the Securities
and Exchange Commission notifying the termination of registration
of its Common Stock, $0.001 par value per share and Preferred Stock
Purchase Rights. As a result of the Form 15 filing, the Company is
not anymore obligated to file reports with the SEC.
About Dakota Plains Holdings, Inc.
Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) --
http://www.dakotaplains.com/--is an energy company operating the
Pioneer Terminal transloading facility. The Pioneer Terminal is
centrally located in Mountrail County, North Dakota, for Bakken and
Three Forks related Energy & Production activity.
Dakota Plains Holding and six of its wholly owned subsidiaries
filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No.
16-43711) on Dec. 20, 2016, initiating a process intended to
preserve value and accommodate an eventual going-concern sale of
Dakota Plains' business operations. The petitions were signed by
Marty Beskow, CFO. The cases are assigned to Judge Michael E.
Ridgway.
At the time of the filing, Dakota Plains Holdings disclosed $3.08
million in assets and $75.38 million in liabilities.
Baker & Hostetler LLP has been tapped as the Debtors' legal
counsel. Ravich Meyer Kirkman McGrath Nauman & Tansey, A
Professional Association serves as co-counsel. Canaccord Genuity
Inc. serves as the Debtors' financial advisor and investment
banker, Carlson Advisors as accountant, James Thornton as special
purpose counsel.
The U.S. Trustee has been unable to appoint an official unsecured
creditors committee.
DIOCESE OF DULUTH: Abusive Acts Not Tied to Professional Services
-----------------------------------------------------------------
Jeff Sistrunk, writing for Bankruptcy Law360, reports that the Hon.
Robert J. Kressel of the U.S. Bankruptcy Court for the District of
Minnesota has found that the alleged abusive acts did not arise out
of the priests' professional duties in the Roman Catholic Diocese
of Duluth.
Law360 states that Liberty Mutual Group asserted that the
exclusions apply because the alleged sexual abuse took place during
the claimants' participation in church activities and because they
became dependent upon and trusted the diocese and the accused
priests.
Law360 relates that the Court ruled that Liberty Mutual can't
assert the professional services exclusions in a series of policies
issued to the Diocese between 1967 and 1973 to foreclose coverage
for the underlying claims. According to the report, Judge Kressel
ruled that professional services exclusions in the Diocese's
policies with Liberty Mutual don't bar coverage for sexual abuse
claims against local clergy.
The Diocese, Law360 states, is contending that Liberty Mutual and
four other insurers have been shirking their obligations by
refusing to cover multiple underlying lawsuits claiming the Diocese
responded negligently to accusations of sexual abuse within the
church and is therefore liable for damages.
Liberty Mutual is represented by:
Nancy Adams, Esq.
Kristi Brownson, Esq.,
MINTZ LEVIN COHN FERRIS GLOVSKY & POPEO
One Financial Center
Boston, MA 02111
Tel: (617) 542-6000
Fax: (617) 542-2241
E-mail: NDAdams@mintz.com
About Diocese of Duluth
The Diocese of Duluth is headquartered in Duluth, Minnesota. It
covers northern Minnesota parishes and 10 counties with Cass to
the west, Koochiching to the north, Cook to the east and Pine to
the south.
The Diocese of Duluth sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 15-50792) on Dec. 7,
2015. The case is assigned to Judge Robert J Kressel.
The Debtor's lead counsel is Bruce A Anderson, Esq., and J Ford
Elsaesser, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD., in Zandpoint, Idaho. The Debtor's local counsel
is Phillip Kunkel, Esq., at Gray, Plant, Mooty, Mooty & Bennett,
P.A., in St Cloud, Minnesota.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Rev.
James Bissonette, vicar general.
DOOR TO DOOR: Court Extends Exclusive Plan Filing to June 5
-----------------------------------------------------------
Judge Christopher M. Alston granted Door to Door Storage, Inc.'s
request for extension of its exclusivity periods. The Debtor is
given the exclusive right to file a plan through June 5, 2017, and
to solicit acceptances for that plan through August 4, 2017.
In addition, the Court also extended the deadline for the Debtor to
assume or reject its unexpired leases of non-residential real
property through June 5, 2017.
About Door to Door Storage
Headquartered in Kent, Washington, Door to Door Storage, Inc.
provides nationwide portable, containerized storage services in
approximately 50 locations across the United States to
approximately 8,200 customers and has 56 employees.
Door to Door filed a chapter 11 petition (Bankr. W.D. Wash. Case
No. 16-15618-CMA) on Nov. 7, 2016. The petition was signed by
Tracey F. Kelly, president. The case is assigned to Judge
Christopher M. Alston. At the time of filing, the Debtor had total
assets of $4.08 million and total liabilities of $5.65 million.
Bush Kornfeld LLP has been tapped as counsel to the Debtor.
Schlemlein Goetz Fick & Scruggs, PLLC, has also been hired as
counsel. Socius Law Group PLLC and David Carlos Kaslow, Esq., were
tapped to serve as special counsel. The Debtor has also tapped
Orse & Company, Inc. as financial advisor.
On November 17, 2017, The U.S. Trustee appointed four creditors to
serve in the official committee of unsecured creditors. Sheppard,
Mullin, Richter & Hampton LLP serve as counsel to the Committee,
while Province, Inc., serves as financial advisor.
EARL DURON: Garcia and Suarez Buying San Antonio Property for $130K
-------------------------------------------------------------------
Earl L. Duron and Kirsten A. Duron ask the U.S. Bankruptcy Court
for the Western District of Texas to authorize the sale of real
property with improvements locally known as 2234-35 S. Laredo, San
Antonio, Texas to Karina Garcia and David Suarez and/or assigns for
$130,000.
The sale contemplates that a closing will occur on May 19, 2017.
The Property is more fully described at Lots 11,12,34 and 24, Block
6, New City Bleak 3163, Colmina Addition, City of San Antonio,
Bexar County, Texas, according to plat recorded in Volume 105,
Page(s) 133, Deed and Plat Record, Bexar County, Texas.
This sale is part of a funding mechanism for the Plan. The Debtors
propose to sell the Property prior to confirmation of the Plan.
The sale will be made "as is, where is," with no representations or
warranties of any kind, except as set forth in the Contract. There
is a 45-day option period for the Buyers to terminate the contract
for which Buyers has paid the sum of $100,000.
These entities assert a lien on the property:
a. FirstMark Credit Union holds a lien on the property to secure
a debt in the approximate amount of $189,576. The deed of trust
originally held by Southside Credit Union was recorded on Sept. 10,
2009. This debt is secured by the Property as well as real
property located at 130 Jon Ann, San Antonio, Texas.
b. Building Specialties, a division of L and W Supply
Corporation asserts a lien recorded on Sept. 15, 2009 to secure a
debt in the amount of $240,944. Building Specialties has not filed
a claim and the debt is disputed by the Debtor.
c. City of San Antonio asserts a lien recorded on Oct. 26, 2016
to secure a debt unknown to the Debtors. The Debtors assume this
is a code compliance issue.
d. City of San Antonio asserts a lien recorded on Oct. 26, 2016
to secure a debt unknown to the Debtors. The Debtors assume this
is a code compliance issue.
e. City of San Antonio asserts a lien recorded on Oct. 26, 2016
to secure a debt unknown to the Debtors. The Debtors assume this
is a code compliance issue.
f. Bexar County has filed a proof of claim (Claim No.6) asserts
a tax lien on the Property to secure a debt in the approximate
amount of $1,451 for 2015 and 2016 taxes.
In accordance with the terms of the Contract, the Debtors propose
to sell the Property free and clear of all liens and encumbrances.
Specifically, the Debtors request an order of the Court that finds
and orders these:
a. That Buyers are good faith purchaser of the Property;
b. That the order provide that the Property is sold to Buyer
free and clear of all liens, claims, preferential rights, interests
and encumbrances whatsoever (except as expressly provided in the
Agreement);
c. That the stay under Bankruptcy Rules 6004(g) and 6006(d) are
waived and are not in effect; and
d. That the sale does not and will not subject or expose the
Buyers, its successors or assigns, to any liability claim, cause of
action or remedy by reason of such sale and transfer, including,
without limitation, any claim, cause of action or remedy based on
any theory of successor or transferee liability and that the Buyers
will not assume any liability or obligation of the Debtor, fixed or
contingent, disclosed or undisclosed, or any liability for such
claims, debts, defaults, duties, obligations or liabilities of the
Seller of any kind or nature, whether known or unknown, contingent
or fixed, all of which, to the extent that they existed prior to
the Closing Date, are retained by the Debtor ("Retained
Liabilities").
Estela Perez of Myriad Properties is the Realtor for the Buyers.
Texas Heritage Brokers is the Court appointed Realtors for the
Debtors. The total Realtor fees to be paid is a 6% commission
split equally between the Realtors.
The Debtors propose that the first proceeds of sale be used to pay
all normal and customary cost of closing including survey cost,
title policy, and Realtor Fees, if any. After these claims and
cost, the Debtor asks authority to pay the balance to FirstMark
Credit Union after payment of applicable ad valorem taxes. The
deadline to file proofs of claims was Sept. 16, 2016.
In the exercise of its business judgment, the Debtors have
determined that the proposed sale to the Purchasers is, at present,
the highest and best offer under the circumstances and will
maximize the value of the estate. Accordingly, the Debtors ask the
Court to approve the Emergency Application and grant the relief
requested, and for such other and further relief as it may deem
just.
The Purchasers can be reached at:
Karina Garcia and David Suarez
2215 Vera Cruz
San Antonio, TX 78207
Earl L. Duron and Kirsten A. Duron sought Chapter 11 protection
(Bankr. W.D. Tex. Case No. 16-51161) on May 20, 2016. The Debtor
tapped Dean William Greer, Esq., as counsel.
ELDORADO RESORTS: S&P Raises CCR to 'B+', Off CreditWatch Pos.
--------------------------------------------------------------
S&P Global Ratings said it raised its corporate credit rating on
Reno, Nev.-based gaming operator Eldorado Resorts Inc. to 'B+' from
'B' and removed it from CreditWatch, where S&P had placed it with
positive implications on Sept. 20, 2016.
At the same time, S&P assigned its 'BB' issue-level rating to
Eldorado's proposed $300 million revolving credit facility due 2022
and $1.45 billion term loan B due 2024. The recovery rating is
'1', reflecting S&P's expectation for very high (90% to 100%;
rounded estimate: 90%) recovery for lenders in the event of a
payment default.
S&P also assigned its 'B-' issue-level rating to Eldorado's
proposed $375 million in senior unsecured notes due 2025. The
recovery rating is '6', reflecting S&P's expectation for negligible
(0% to 10%; rounded estimate: 0%) recovery for lenders in the event
of a payment default.
Eldorado Resorts plans to enter into a new $1.75 billion credit
facility and issue $375 million in unsecured notes to finance its
acquisition of Isle of Capri Casinos Inc., and to refinance certain
debt. Eldorado will use proceeds from the new debt, along with the
issuance of equity, to fund the proposed $1.7 billion purchase
price of Isle.
The borrower of the credit facility will be Eldorado Resorts if the
credit facility is funded on the date the acquisition of Isle and
the repayment of its debt, and the repayment of Eldorado's existing
term loan are completed. Otherwise, the borrower under the credit
facility will initially be Eagle II Acquisition Co. LLC (Eagle), a
wholly owned subsidiary of Eldorado, and Eldorado will assume
Eagle's debt once the acquisition closes. Eagle will also
initially be the issuer of the proposed notes, and Eldorado will
assume Eagle's obligations under the notes upon close of the
acquisition.
S&P affirmed its 'B-' issue-level rating on Eldorado's
$375 million senior unsecured notes due 2023, which will remain in
the capital structure once the acquisition closes. S&P revised the
recovery rating to '6' from '5' because the increase in secured
debt in the proposed capital structure results in lower recovery
prospects for unsecured debt holders. The '6' recovery rating
reflects S&P's expectation for negligible (0% to 10%; rounded
estimate: 0%) recovery for lenders in the event of a payment
default.
Eldorado plans to use proceeds from the new term loan and notes,
along with equity issued to Isle of Capri shareholders, to finance
its acquisition of Isle, to refinance Eldorado's term loan, to
redeem Isle's existing debt, and for related transaction fees and
expenses. S&P will withdraw its ratings on Eldorado's term loan
and Isle's notes once they are fully repaid.
"The upgrade reflects our view that Eldorado's business risk
position, pro forma for the completion of the acquisition of Isle,
will be stronger than Eldorado's on a stand-alone basis, since the
acquisition increases Eldorado's scale, expands its geographic
diversity, reduces its concentration in more challenged markets,
and improves its profitability, given Isle's EBITDA margin is
higher than Eldorado's," said S&P Global Ratings credit analyst
Ariel Silverberg.
Given S&P's favorable reassessment of Eldorado's business risk, S&P
has raised its leverage threshold for Eldorado at a notch higher
rating because S&P believes entities with stronger business risk
assessments can tolerate modestly higher levels of leverage. S&P
now believes the company can withstand adjusted debt to EBITDA up
to the mid-5x area at a notch higher rating compared to S&P's
previous 5x threshold on Eldorado on a stand—alone basis. S&P's
current base-case forecast, pro forma to include a full year of
Isle's operations, is for adjusted debt to EBITDA to be in the
mid-5x area at the end of 2017, improving to the low- to mid-5x
area in 2018, and incorporates Eldorado's plan to fund the
approximate $1.7 billion purchase price of Isle through the
issuance of at least $400 million in Eldorado stock to Isle
shareholders.
The stable outlook reflects S&P's forecast for adjusted debt to
EBITDA, pro forma for the completion of the Isle acquisition, to be
in the mid-5x area at the end of 2017, improving to the low- to
mid-5x area in 2018. S&P's forecast incorporates modest property
level EBITDA growth over the next several quarters at most of
Eldorado's properties, supported by property improvements and
continued economic growth, and incorporates S&P's expectation that
Eldorado will achieve the majority of its anticipated acquisition
related cost savings.
ELECTRONIC CIGARETTES: Defaults Under Calm Waters Credit Pact
-------------------------------------------------------------
Calm Waters Partnership, holder of 73.9 percent equity stake in
Electronic Cigarettes International Group, Ltd., disclosed that it
intends to take action to maximize debt recovery as a result of
the insolvency of Must Have Limited.
On March 7, 2017, Calm Waters in its capacity as a senior secured
creditor of MHL, a limited liability company incorporated in
England and Wales and wholly owned subsidiary of Electronic
Cigarettes International Group, Ltd., a Nevada corporation, filed a
notice of appointment of an administrator by holder of a qualifying
charge in respect of MHL. This filing placed MHL under the
"administration" process in the United Kingdom by order of the High
Court of Justice, Chancery Division, Companies Court in England and
Wales. Geoff Rowley and Anthony Collier, both partners at FRP
Advisory LLP, were appointed as joint administrators with respect
to MHL.
MHL is the subject of insolvency proceedings due to a winding up
petition presented by HM Revenue & Customs on Feb. 2, 2017 that is
listed to be heard on March 20, 2017. The insolvency proceedings
arose from an unsatisfied tax obligation of MHL in the amount of
approximately $3 million which remains owed to HMRC. In light of
this unsatisfied tax obligation and the Company's inability to
satisfy this tax obligation and other expected near term
obligations, Calm Waters filed the Notice.
The winding up petition presented by HMRC in respect of the
unsatisfied tax obligation of MHL described above and the
Administration of MHL has caused the Company to default under all
of its outstanding secured debt obligations to Calm Waters,
including under that certain Credit Agreement, dated April 27,
2015, between the Company and Calm Waters, as amended. The
Cross-Defaults have resulted in the acceleration of outstanding
debt owed by the Company to Calm Waters, which amounts have become
immediately due and payable.
A full-text copy of the regulatory filing is available at:
https://is.gd/uRQmrQ
About Electronic Cigarettes
Electronic Cigarettes International Group, Ltd., is an independent
marketer and distributor of vaping products and E-cigarettes. The
Company's objective is to become a leader in the rapidly growing,
global E-cigarette segment of the broader nicotine related products
industry which include traditional tobacco. E-cigarettes are
battery-powered products that simulate tobacco smoking through
inhalation of nicotine vapor without the fire, flame, tobacco, tar,
carbon monoxide, ash, stub, smell and other chemicals found in
traditional combustible cigarettes. The global E-cigarette market
is expected to grow to $51 billion, or a 4% share of the worldwide
tobacco market, by 2030. The growth is forecast to come at the
expense of traditional tobacco, not from new smokers entering the
category. Numerous research studies and publications have
recognized that E-cigarettes are a preferred method for smokers to
quit, and the most effective.
Electronics Cigarettes reported a net loss of $44.2 million in 2015
following a net loss of $389 million in 2014.
As of Sept. 30, 2016, the Company had $65.34 million in total
assets, $138.7 million in total liabilities and a total
stockholders' deficit of $73.36 million.
Rehmann Robson LLC, in Grand Rapids, Michigan, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has reported
significant operating losses and cash flow deficits and has
accumulated a net capital deficit. These and other factors raise
substantial doubt about the Company's ability to continue as a
going concern.
ELECTRONIC CIGARETTES: UK Unit Placed Under Administration Process
------------------------------------------------------------------
Electronic Cigarettes International Group, Ltd. announced that Must
Have Limited, a limited liability company incorporated in England
and Wales and wholly-owned subsidiary of the Company, was placed
under the "administration" process in the United Kingdom by order
of the High Court of Justice, Chancery Division, Companies in
England and Wales. Geoff Rowley and Anthony Collier, both partners
at FRP Advisory LLP, were appointed as joint administrators with
respect to MHL.
The Administration process results from an unsatisfied tax
obligation of MHL in the amount of approximately $3 million which
remains owed to HM Revenue & Customs. Despite multiple attempts to
satisfy the tax obligation and other expected near term
obligations, the Company is unable to continue to fund the
operations or any obligations of MHL.
"Based on the administration process in the United Kingdom we will
be evaluating the strategic alternatives available for the future
of the company," stated Dan O'Neill, ECIG's CEO. "Legacy financial
commitments and MHL's underperformance in the UK prevented the
subsidiary from meeting its financial obligations."
In the UK, administration is the process by which administrators
are appointed over the assets and undertaking of an entity in
circumstances in which it is believed that entity is, or is likely
to become, unable to pay its debts as they fall due and there is a
real prospect that administration is likely to achieve one or more
of the following:
a) rescuing the company as a going concern;
b) realizing a better result for the company's creditors as a
whole than would be likely if the company were wound up;
or
c) realizing property to make a distribution to one or more
secured or preferential creditors.
Purposes b) and c) apply to the administration order of MHL granted
on March 7, 2017.
Cross-Default of Company Debt
The winding up petition presented by HMRC in respect of the
unsatisfied tax obligation of MHL and the Administration of MHL has
caused the Company to default under all of its outstanding secured
debt obligations, including under that certain Credit Agreement,
dated April 27, 2015, between the Company and an institutional
investor, previously disclosed in the Company's Current Report on
Form 8-K filed with the Securities Exchange Commission on May 1,
2015. The Cross-Defaults have resulted in the acceleration of
approximately $104 million of outstanding debt owed by the Company,
which amounts have become immediately due and payable.
The Board of Directors and executive management of ECIG are
considering a variety of strategic alternatives to address the
Administration, Cross-Defaults and the Accelerated Debt.
About Electronic Cigarettes
Electronic Cigarettes International Group, Ltd., is an independent
marketer and distributor of vaping products and E-cigarettes. The
Company's objective is to become a leader in the rapidly growing,
global E-cigarette segment of the broader nicotine related products
industry which include traditional tobacco. E-cigarettes are
battery-powered products that simulate tobacco smoking through
inhalation of nicotine vapor without the fire, flame, tobacco, tar,
carbon monoxide, ash, stub, smell and other chemicals found in
traditional combustible cigarettes. The global E-cigarette market
is expected to grow to $51 billion, or a 4% share of the worldwide
tobacco market, by 2030. The growth is forecast to come at the
expense of traditional tobacco, not from new smokers entering the
category. Numerous research studies and publications have
recognized that E-cigarettes are a preferred method for smokers to
quit, and the most effective.
Electronics Cigarettes reported a net loss of $44.2 million in 2015
following a net loss of $389 million in 2014.
As of Sept. 30, 2016, the Company had $65.34 million in total
assets, $138.7 million in total liabilities and a total
stockholders' deficit of $73.36 million.
Rehmann Robson LLC, in Grand Rapids, Michigan, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has reported
significant operating losses and cash flow deficits and has
accumulated a net capital deficit. These and other factors raise
substantial doubt about the Company's ability to continue as a
going concern.
ERATH IRON: Taps Bridgepoint as Financial Advisor, Conte as CRO
---------------------------------------------------------------
Erath Iron and Metal, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Bridgepoint
Consulting, LLC and the firm's director Kenneth Conte.
Bridgepoint will serve as the Debtor's financial advisor while Mr.
Conte will serve as its chief restructuring officer. Both are
expected to provide these services in connection with the Debtor's
Chapter 11 case:
(a) assist the Debtor and its counsel in matters related to
its Chapter 11 filing;
(b) assist management and counsel in preparing for hearings,
testimony, creditors meetings, and in creating supporting
exhibits and motions needed during pendency of the case;
(c) assist in exploring debtor-in-possession financing;
(d) work with the Debtor to complete any amendments to its
schedules of assets and liabilities, statement of
financial affairs, and monthly operating reports;
(e) review financial information pertaining to the Debtor's
financial condition and statements of operation;
(f) work with the Debtor to develop the appropriate plan and
disclosure statement documents;
(g) assist the Debtor in handling certain vendor issues;
(h) assist the Debtor in litigation support and forensic
analysis;
(i) review any material contracts to which the Debtor is a
party or guarantor; and
(j) contact and provide information to representatives of
case professionals retained in the case, any committee of
unsecured creditors, and other select stakeholders or
third-party professionals.
The hourly billing rate for Mr. Conte is $300. Additional
personnel will be paid an hourly rate of $60 to $425, depending on
the staff member assigned.
Mr. Conte disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Kenneth Conte
Bridgepoint Consulting, LLC
8310 N. Capital of Texas Highway
Bldg. 1, Suite 420
Austin, TX 78731
Email: 512-437-7900
The Debtor is represented by:
Russell W. King, Esq.
Tracy L. King, Esq.
King Law Offices, P.C.
19211 S. U.S. Hwy. 377
Dublin, TX 76446
Tel: 254-968-8777
Fax: 254-445-2751
Email: rking2010@gmail.com
About Erath Iron and Metal
Based in Stephenville, Texas, Erath Iron and Metal, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D.
Texas Case No. 17-40693) on February 22, 2017. The petition was
signed by Nicolle Boyd, president. The case is assigned to Judge
Mark X. Mullin.
At the time of the filing, the Debtor disclosed $21.87 million in
assets and $4.73 million in liabilities.
No trustee, examiner or creditors' committee has been appointed.
FALCON GENOMICS: Wants Plan Filing Deadline Moved to May 29
-----------------------------------------------------------
Falcon Genomics Inc. ask the Bankruptcy Court to extend its
exclusive period to file a Chapter 11 plan through May 29, 2017.
The Debtor's current exclusive plan filing period expired on
February 28, 2017.
The Debtor said it needs the additional time to secure funding in
order to file a feasible Chapter 11 plan.
It maintains that is a "small business" as defined in 11 U.S.C.
Section 101(51D) and (51C), and that no creditors or
parties-in-interest will be prejudiced by the requested extension.
About Falcon Genomics
Falcon Genomics, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W. D. Pa. Case No. 16-23254) on September
1, 2016. The petition was signed by Rula Abbud-Antaki, president.
The case is assigned to Judge Carlota M. Bohm. The Debtor is
represented by Christopher M. Frye, Esq., and Kenneth Steidl, Esq.,
at Steidl & Steinberg.
At the time of the filing, the Debtor estimated its assets at $10
million to $50 million and debts at $100,000 to $500,000.
No official committee of unsecured creditors has been appointed in
the case.
FIFTH STREET: S&P Lowers ICR to 'BB' on Failing Asset Quality
-------------------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on
Fifth Street Finance Corp. (FSC) to 'BB' from 'BBB-'. The outlook
is stable. At the same time, S&P lowered its issue-level ratings
on the company's unsecured debt to 'BB' from 'BBB-'.
"We lowered our ratings on FSC to reflect the company's portfolio
deterioration. The company's nonaccruals at cost increased to
18.2% of the debt portfolio as of Dec. 31, 2016, from 9.2% as of
Dec. 31, 2015" said Olga Roman S&P Global Ratings credit analyst.
During the quarter ended Dec. 31, 2016, the company added six
investments to the nonaccrual list and recorded net unrealized
depreciation on investments and secured borrowings of $74 million
and realized losses of $23 million. Total realized losses for the
12 months ended Dec. 31, 2016, were $150 million. In S&P's view,
the increase in the company's nonaccrual investments indicates
weaker business stability than S&P previously factored into the
rating.
In December 2016, the company's Board of Directors appointed
Patrick J. Dalton as Chief Executive Officer and elected him as a
member of the Board of Directors, effective Jan. 2, 2017,
succeeding Todd G. Owens. In addition, Ivelin M. Dimitrov also
stepped down from his roles as President, Chief Investment Officer
and a member of the Board of Directors, effective Jan. 2, 2017.
While S&P views positively the strategy the new management team
outlined--including repositioning the portfolio to reduce
single-name and industry concentration and reducing investments on
the nonaccrual and watch list-- S&P believes it could take several
years to stabilize the business. Although the company has settled
its outstanding lawsuits, the pending SEC investigation could
contribute additional volatility to the company's business and
operating results. S&P expects the management team to continue to
take steps toward remediating material weakness identified by
management in internal control over financial reporting.
The stable outlook reflects S&P Global Ratings' expectation that
the new management team at FSC will stabilize the credit quality of
the company's portfolio, gradually reducing nonaccrual investments
and net losses over the next 12 months (though the full
repositioning could take several years). S&P also expects the
company to reduce its leverage and operate with debt to adjusted
total equity of less than 1x as well as maintain an adequate
funding and liquidity.
S&P could downgrade FSC if its funding weakens--for example, if the
company loses some financial flexibility because it is unable
extend its ING facility before August 2017. Additionally, S&P
could lower the ratings if the outcome of the company's continued
SEC investigation significantly weakens the company's business or
if the credit quality of the portfolio continues to deteriorate as
indicated by a number of new investments moving to nonaccrual
status. S&P is unlikely to raise the ratings in the near term
because it believes it will take some time for the company to
reposition its investment portfolio.
FORESIGHT ENERGY: Launches Private Offering of $500M Secured Notes
------------------------------------------------------------------
Foresight Energy LP commenced a private offering of $500 million
aggregate principal amount of second lien senior secured notes due
2024 to be issued by its wholly owned subsidiaries Foresight Energy
LLC and Foresight Energy Finance Corporation.
The Issuers intend to use the net proceeds of the Offering of the
New Notes, together with the net proceeds from a series of related
transactions, to refinance the following indebtedness:
* the Issuers' Second Lien Senior Secured PIK Notes due 2021,
including accrued and unpaid interest thereon;
* the Issuers' Second Lien Senior Secured Exchangeable PIK
Notes due 2017, including accrued and unpaid interest
thereon; and
* the Company's outstanding credit facilities, including the
revolving credit facility and the term loan, including, in
each case, accrued and unpaid interest thereon.
The Offering will be made solely by means of a private placement
either to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, or outside the United
States, only to non-U.S. investors pursuant to Regulation S of the
Securities Act.
The New Notes to be issued in the Offering have not been and will
not be registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities
Act.
About Foresight Energy
Foresight Energy L.P. mines and markets coal from reserves and
operations located exclusively in the Illinois Basin.
As of Dec. 31, 2015, the Company has invested over $2.3 billion to
construct state-of-the-art, low-cost and highly productive mining
operations and related transportation infrastructure. The Company
controls over 3 billion tons of proven and probable coal in the
state of Illinois, which, in addition to making the Company one of
the largest reserve holders in the United States, provides organic
growth opportunities. The Company's reserves consist principally
of three large contiguous blocks of uniform, thick, high heat
content (high Btu) thermal coal which is ideal for highly
productive longwall operations. Thermal coal is used by power
plants and industrial steam boilers to produce electricity or
process steam.
Foresight reported a net loss of $178.6 million in 2016 following a
net loss of $38.68 million in 2015.
* * *
In September 2016, S&P Global Ratings raised its issuer credit
rating on St. Louis-based Foresight Energy L.P. to 'B-' from 'D'.
The outlook is negative. "The recent restructuring, including
exchange of the senior notes, along with associated amendments
resolves the previous conditions of default, waives certain
amortization requirements, and restores Foresight's access to its
revolving credit facility with revised covenants. While we view
this restructuring as a positive development and continue to
consider Foresight's business risk profile to be among the
strongest in the beleaguered coal space, in our view, the
company's
capital structure could become unsustainable," S&P said.
As reported by the TCR on March 6, 2017, Moody's Investors Service
upgraded Foresight Energy L.P.'s Corporate Family Rating (CFR) to
'B3' from 'Caa1', and its probability of default rating (PD) to
'B3-PD' from 'Caa1-PD'. "The upgrade reflects the improved
industry conditions and the company's solid contracted position,
which drives Moody's expectations that Debt/ EBITDA, as adjusted,
will decline from 5.9x at September 30, 2016 to roughly 4.5x by the
end of 2017", says Anna Zubets-Anderson, the lead analyst for
Foresight.
The TCR reported by the TCR on March 3, 2017, that Fitch Ratings
has assigned a first-time Long-Term Issuer Default Rating (IDR) of
'B-' to Foresight Energy LP and Foresight Energy LLC. Foresight
Energy LLC's new senior secured first lien term loan and new
revolving credit facility ratings are 'B+/RR2' and the new second
lien notes rating is 'CCC/RR6'. The facilities are to be
guaranteed by Foresight Energy LP.
FRESH ICE CREAM: U.S. Trustee Forms 5-Member Committee
------------------------------------------------------
The U.S. trustee for Region 2 on March 8 appointed five creditors
of The Fresh Ice Cream Company LLC to serve on the official
committee of unsecured creditors.
The committee members are:
(1) Schoep’s Ice Cream Co., Inc.
2070 Helena Street,
P.O. Box 3249
Madison, Wisconsin 53705
Attn: Thomas Stitgen
Tel: 608-245-4108
(2) Hudsonville Ice Cream
345 E. 48th Street, Suite 200
Holland, Michigan 49423
Attn: Cary T. Grover
Tel: 616-546-4005
(3) Kevin M. Sisson
5967 Bryn Brooke Drive
Raleigh, North Carolina 27614
Tel: 516-650-3847
(4) Anthony Cardone
P.O. Box 269
Port Washington, New York 11050
Tel: 917-335-9949
(5) Edmund Bingham
16 Ridge Road, #2
Glen Cove, New York 11542
Tel: 516-776-3339
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Fresh Ice Cream Company
The Fresh Ice Cream Company LLC owns and operates a frozen dairy
and non-dairy product distribution company under the well-known ice
cream brand name Steve's Ice Cream. The Debtor distributes high
quality frozen dairy and non-dairy products to over 12 national
retailers including Whole Foods throughout the Northeast and West
Coast.
Fresh Ice Cream sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40716) on Feb. 17,
2017. The petition was signed by David Stein, managing member.
The case is assigned to Judge Elizabeth S. Stong.
At the time of the filing, the Debtor disclosed $1.32 million in
assets and $6.31 million in liabilities.
Jonathan S. Pasternak, Esq., at Erica R. Aisner, Esq., at DelBello
Donnellan Weingarten Wise & Wiederkehr, LLP, serve as the Debtor's
bankruptcy counsel.
GASTAR EXPLORATION: Completes Capital and Refinancing Transactions
------------------------------------------------------------------
Gastar Exploration Inc. has closed its capital and refinancing
transactions with funds managed by affiliates of Ares Management,
L.P. The transactions with Ares include $425 million in new
financing to the Company in the form of a $250 million secured term
loan, the issuance of $125 million secured convertible notes and a
$50 million purchase of Gastar common stock. Proceeds from the
Ares Investment were used to fully repay Gastar's existing $69.2
million revolving credit facility and to fund the redemption price
of its $325 million 8.625% senior secured notes due May 2018, which
have been irrevocably called for redemption on March 24, 2017.
The Ares Investment key terms are as follows:
* $250 million first lien secured term loan, 8.5% interest,
maturing March 2022, which replaced the Company's prior bank
revolving credit facility;
* $125 million second lien secured convertible notes, 6.0%
interest, convertible, upon receipt of stockholder approval,
at an initial conversion price of $2.21 per share at the
option of the holder, maturing March 2022; and
* 29,408,305 common shares issued at $1.7002 per share, the 30-
day volume weighted average trading price as of Feb. 15,
2017, representing approximately 15.8% of the Company's
issued and outstanding common stock at March 1, 2017.
If the conversion rights of the convertible notes are not approved
by Gastar's stockholders within four months, the convertible notes
will not become convertible and will begin bearing interest at
15.0% as a straight high-yield debt obligation. In connection with
the closing of the Ares Investment, Gastar and its priority
collateral agent also entered into an intercreditor arrangement
with certain hedging counterparties to provide shared collateral
coverage for the Company's existing and future commodities hedging
positions.
Ares was granted the right to nominate up to two directors to an
expanded board of eight directors subject to certain minimum stock
ownership requirements. The Company expects that Nate Walton and
Ronnie Scott will be Ares' designated nominees and added to its
Board of Directors in the next few weeks. The Company also granted
Ares certain preemptive rights to purchase its proportionate share
of additional equity securities in any future offerings by the
Company.
Additional information is available at the Securities and Exchange
Commission website at https://is.gd/34hZf9
About Gastar Exploration
Houston, Texas-based Gastar Exploration Inc. --
http://www.gastar.com/-- is an independent energy company engaged
in the exploration, development and production of oil, condensate,
natural gas and natural gas liquids in the United States. Gastar's
principal business activities include the identification,
acquisition, and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays.
Gastar Exploration reported a net loss attributable to common
stockholders of $473.98 million for the year ended Dec. 31, 2015,
compared to net income attributable to common stockholders of
$36.52 million for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Gastar Exploration had $300.0 million in
total assets, $461.0 million in total liabilities and a total
stockholders' deficit of $161.1 million.
* * *
As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on Gastar Exploration
to 'CCC-' from 'CCC+'. The downgrade follows Gastar's announcement
that it had just $29 million of cash on hand and a fully drawn
revolver. The company's borrowing base current stands at $180
million, but will be reduced to $100 million at the earlier of the
close of the Appalachian asset sale or April 10, 2016. Proceeds
from the Appalachian asset sale are expected to be $80 million.
In June 2016, Moody's Investors Service downgraded the Corporate
Family Rating of Gastar to 'Caa3' from 'Caa1'. The rating outlook
was changed to 'negative' from 'stable'. The downgrade of Gastar's
CFR to Caa3 reflects the company's weakened liquidity and reduced
size following the sale of its Appalachian assets in April 2016.
GENERAL WIRELESS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
General Wireless Operations Inc. 17-10506
dba RadioShack
300 RadioShack Circle
Ft. Worth, TX 76102-1964
General Wireless Inc. 17-10507
General Wireless Holdings Inc. 17-10508
General Wireless Customer Service Inc. 17-10509
Description of Business: Based in Fort Worth, Texas, General
Wireless Operations Inc., doing business as RadioShack, operates a
chain of electronics stores. Its predecessor, RadioShack Corp.,
then with 4,000 locations, sought Chapter 11 protection (Bankr. D.
Del. Case No. 15-10197) in February 2015 and announced plans to
close underperforming stores. In March 2015, Standard General
affiliate General Wireless won court approval to purchase
RadioShack Corp.'s assets, gaining ownership of around 1,700
RadioShack locations. Two years later, General Wireless commenced
its own bankruptcy case, announcing plans to close 200 of 1,300
remaining stores. Web site: http://www.radioshack.com/
Chapter 11 Petition Date: March 8, 2017
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors' Counsel: David M. Fournier, Esq.
Evelyn J. Meltzer, Esq.
Michael J. Custer, Esq.
PEPPER HAMILTON LLP
Hercules Plaza, Suite 5100
1313 N. Market Street
P.O. Box 1709
Wilmington, Delaware 19899-1709
Tel: (302) 777-6500
Fax: (302) 421-8390
E-mail: fournierd@pepperlaw.com
meltzere@pepperlaw.com
custerm@pepperlaw.com
Debtors'
Co-Counsel: Scott J. Greenberg, Esq.
JONES DAY
250 Vesey Street
New York, NY 10281-1047
Tel: (212) 326-3939
Fax: (212) 755-7306
E-mail: sgreenberg@jonesday.com
- and -
Mark A. Cody, Esq.
JONES DAY
Chicago, IL 60601-1692
Tel: (312) 782-3939
Fax: (312) 782-8585
E-mail: macody@jonesday.com
Debtors'
Financial
Advisor: LOUGHLIN MANAGEMENT PARTNERS & COMPANY, INC.
Debtors'
Claims &
Noticing
Agent: PRIME CLERK LLC
Web site: https://cases.primeclerk.com
Estimated Assets: $100 million to $500 million
Estimated Debts: $100 million to $500 million
The petitions were signed by Bradford Tobin, SVP, general counsel.
Debtors' Consolidated List of 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Sprint Prepaid Prepaid Unliquidated
Attn: President and General Counsel Cellular
10 Independence Blvd Services
Warren, NJ 07059
Tel: (908) 607-4000
Fax: (908) 607-4822
Email: howard.smith@sprint.com
Brightstar US Inc. Warehouse $5,571,907
Attn: President and Gen. Counsel & Distribution
850 Technology Way Services
Libertyville, IL 60048
Tel: (847) 573-3116
Fax: (847) 573-1041
ION America Trade Debt $3,008,454
Attn: President and General Counsel
513 Lenola Rd Ste 101
Moorestown, NJ 08057
Tel: (856) 439-6473
Fax: (856) 439-6473
Email: ap@ion-worldwide.com
Weide Electronics Co. Ltd. Trade Debt $1,794,181
Attn: President and General Counsel
Jimadi Industrial Area
Louyang Town, Boluo County
Huizhou, Guangdong 516100 China
Tel: (86) 752-6203641
Fax: (86) 752-6203628
Email: jerry@weide96.com
Ideavillage Products Corporation Trade Debt $1,599,104
Attn: President and General Counsel
Wayne Plaza li 155 Rt 46 West
Wayne, NJ 07470
Tel: (973) 826-8412
fax: (973) 826-8402
Email: tim@ideavillage.com
National Distribution Inc. Trade Debt $1,560,860
Attn: President and General Counsel
7257 Royce Place
Brooklyn, NY 11234
Tel: (718) 251-0096
Fax: (718) 204-5038
Expona Global Sourcing LLC International $1,500,000
Attn: President and General Counsel Sourcing
600 N. Carroll Ave Ste 160 Services
Southlake, TX 76092
Tel: (817) 442-3874
Email: richard.jablonski@exponasourcing.com
sales@exponasourcing.com
Standard General Loan $1,475,000
Attn: President and General Counsel
767 Fifth Avenue, 12th Floor
New York, NY 10153
Tel: (212) 257-4701
Fax: (212) 257-4709
Email: JMause@standgen.com
Spectrum Brands Trade Debt $1,420,536
Attn: President and General Counsel
2150 Schuetz Road
St. Louis, MO 63146
Tel: (608) 275-3340
Fax: (314) 683-2477
Federal Express Trade Debt $1,258,283
Attn: President and General Counsel
3965 Airways
H3 Department 4634
Memphis, TN 38116
Counsel Tel: (800) 622-1147
Fax: (800) 548-3020
Email: ftn_customercontact.fedex.com
Flipp Corporation Trade Debt $1,182,342
Attn: President and General Counsel
12-3250 Bloor Street West East
Tower, Bloor Islington Place
Toronto, ON M8X 2X9 Canada
Tel: (844) 204-2900
Email: accounting@flipp.com
Gee Partnership Holdings LLC Loan $1,150,000
Attn: President and General Counsel
272 Market Square, Suite 206
Lake Forest, IL 60045
Counsel Tel: (847) 582-2525
Email: cbrown@geepartners.com
Tech Data Corporation Trade Debt $952,111
Attn: President and General Counsel
5350 Tech Data Drive
Clearwater, FL 33760
Tel: (727) 539-7429
Fax: (727) 538-7886
Email: deborah.hayes@techdata.com
Dongguan Tecyea Electronics Limited Trade Debt $942,345
Attn: President and General Counsel
No.7-1, Yinhu Road Sangyuan
Industrial Park, Dongcheng
Dongguan, Guangdong 52300 China
Tel: (86) 769-21686211
Fax: (86) 769-21686200
Email: skyli@tecyea.com
Master Hill Electric Wire & Cable Trade Debt $928,906
Attn: President and General Counsel
505 5/F, Sunbeam Center
27 Sing Yip st. Kwun
Tong, Kowloon
Hong Kong
Tel: (852) 2389-1681; (852) 23891395
Fax: (852) 2763-9851; (852) 23416237
Email: lisa@maxcable.com;
maxcable@globalsources.com
Federal Warranty Service Product $890,873
Attn: President and General Counsel Warranty
260 Interstate North Circle Se & Service
Atlanta, GA 30339 Plans
Tel: (770) 763-2721
Fax: (770) 859-3944
Protop International Inc. Trade Debt $817,691
Attn: President and General Counsel
10F-8, No. 237, Sec. 1
Da-Tong Rd. Xizhi Dist.
New Taepei City, R.O.C. 22161
Taiwan
Tel: (886) 2-28509035
Fax: (886) 2-29509037
Emai: sales@protop4me.com.tw;
Rick@protop4me.us.com
The Whistler Group Inc. Trade Debt $796,377
Attn: President and General Counsel
1716 Sw Commerce Dr., Suite 8
Bentonville, AR 72712
Tel: (479) 464-3527
Fax: (479) 273-2927
Email: nstanley@whistlergroup.com
Branding Brand Inc. Website $763,718
Attn: President and General Counsel Development
2313 East Carson Street and
Pittsburg, PA 15203 Maintenance
Tel: (412) 567-4903 Services
Fax: (412) 202-4383
Email: allen@brandingbrand.com
Chang Yang Electronics Company Ltd. Trade Debt $717,758
Attn: President and General Counsel
Rm. 2, 10F., No.77 Section 1
Xintai 5th Floor
Xizhi City, Taipe County 221
Taiwan
Tel: (886) 2-2698-8028
Fax: (886) 2-2698-8027
Email: brook@chang-yang.com
TCL Technoly Electronics (Huizhou) Trade Debt $685,841
Attn: President and General Counsel
Section 37, Zhongkai Hi-Tech
Development Zone Huizhou
Guangdong 516006 China
Tel: (86) 752-2636722
Fax: (86) 752-3331-3277
Zhejiang Mustang Battery Co., Ltd. Trade Debt $675,302
Attn: President and General Counsel
No. 511 Fuming Road, Ningbo
Zhejiang Sheng 31500 China
Tel: (86) 574-8659-3211
Fax: (86) 574-8659-3242
Email: trade10@mustangbattery.com
Belkin International Inc. Trade Debt $601,897
Attn: President and General Counsel
12045 E Waterfront Dr
Playa Vista, 90094
Tel: (310) 751-2962
Fax: (310) 362-0397
Email: daisy.vo@belkin.com
Rooftop Group USA Inc. Trade Debt $600,825
Attn: President and General Counsel
15760 West Hardy Road
Suite 400
Houston, TX 77060
Tel: (949) 566-9573
Fax: (949) 271-3614
Email: anita@rooftopbrands.com
Tsay-E International Inc. Trade Debt $596,409
Attn: President and General Counsel
6F-3 No. 333 Fu-Hsing N. Road
Taipei, R.O.C. 105 Taiwan
Tel: (886) 2-7139-374
Fax: (886) 2-7169-386
(886) 2-5147-125
Email: tsaye@ms11-hinet.net
Cheng Pu Electronic Co. Ltd. Trade Debt $529,529
Attn: President and General Counsel
No. 1146, Sec. 4, An Ming Road
Tainan, R.O.C. 709
Taiwan
Tel: (886) 6-2871-577
Fax: (886) 6-2872-046
Email: johnlee@chengpu.com.tw
OLR America Inc. Trade Debt $528,920
Attn: President and General Counsel
1200 Washington Ave South Ste 280
Minneapolis, MN 55415
Tel: (612) 436-4970
Fax: (612) 436-4999
Email: accounts@alrretail.com
Antennas Direct Inc. Trade Debt $519,691
Attn: President and General Counsel
16388 Westwoods Business Park
Ellisville, MO 63021
Tel: (636) 686-9054
Fax: (636) 777-2028
Email: bdonnelly@antennasdirect.com
Lucent Trans Electronics Co. Ltd. Trade Debt $491,689
Attn: President and General Counsel
Counsel 9F-1, No. 16 Chien Pah Rd.
Chung Ho District
New Taipei City 23511
Taiwan
Tel: (886) 2-8226-5081 #311
Fax: (886) 2-8266-5081
Superior Communications 1 Trade Debt $474,249
Attn: President and General Counsel
5027 Irwindale Ave Ste 900
Baldwin Park, CA 91706
Counsel Tel: (626) 388-1809
Fax: (626) 587-8997
Email: accountsreceivable@scp4me.coms
GIBSON ENERGY: Moody's Rates C$300MM Senior Unsec. Notes 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Gibson Energy
Inc.'s proposed C$300 million senior unsecured notes. The majority
of the proceeds from the notes offering will be used to tender for
Gibson's 2020 C$250 million and a portion of the 2021 US$550
million senior unsecured notes.
Moody's also affirmed Gibson's Ba2 Corporate Family Rating (CFR),
Ba2-PD Probability of Default Rating and Ba2 rating on the existing
senior unsecured notes. The Speculative Grade Liquidity Rating was
lowered to SGL-3 from SGL-2. The outlook remains stable.
"Gibson's affirmation reflects the improved leverage resulting from
the decrease in debt and expected improvement in EBITDA in 2017,"
said Paresh Chari Moody's Assistant Vice President. "Distribution
coverage also improves above one times with the improvement in
EBITDA."
Downgrades:
Issuer: Gibson Energy Inc.
-- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
Assignments:
Issuer: Gibson Energy Inc.
-- Senior Unsecured Regular Bond/Debenture, Assigned Ba2(LGD3)
Outlook Actions:
Issuer: Gibson Energy Inc.
-- Outlook, Remains Stable
Affirmations:
Issuer: Gibson Energy Inc.
-- Probability of Default Rating, Affirmed Ba2-PD
-- Corporate Family Rating, Affirmed Ba2
-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2(LGD3)
RATINGS RATIONALE
Gibson's Ba2 CFR reflects the company's small size and scale,
exposure to oil and gas prices, modest expected debt to EBITDA in
2017 and 2018 (3.5x and 3.8x) and distribution coverage (1x), and
price and volume risk in its Logistics and Wholesale segments, but
with an increasing focus on the more stable Infrastructure
business. The Logistics and Wholesale segments profits have
declined in 2016 on the back of lower oil prices and Moody's
expects these two segments to modestly recover going forward.
Gibson's contracted terminals and pipelines Infrastructure business
has seen meaningful growth over the last two years, and Moody's
expects that growth to continue in 2017 as the company completes
tank projects and directs over 90% of its capital expenditures
towards this segment. The growth in the Infrastructure segment will
help to mitigate the volatility in the Logistics and Wholesale
segments. The rating favorably considers the reduction in business
risk as the long-term fee-based contracted terminals and pipeline
business grows to represent over 65% of EBITDA in 2017 and 2018, an
increase from about 40% in 2015.
Gibson has adequate liquidity (SGL-3). Pro forma for the notes and
tender offer, Gibson will have minimal cash and a fully available
C$500 million revolver, due 2022. Moody's expects the negative free
cash flow of about C$170 million through 2017 to be funded under
the revolver. Moody's expects Gibson will be in compliance with its
financial covenants through this period. Alternative sources of
liquidity are good as all assets are unencumbered.
The stable outlook reflects Moody's expectations that Gibson's
EBITDA growth and debt reduction from the sale of the propane
distribution business will enable its debt to EBITDA to remain
around 3.5x despite significant negative free cash flow over the
next couple of years, and distribution coverage will remain over
1x.
The rating could be upgraded if EBITDA grows towards C$700 million
(C$320 million at 9/30/2016 LTM), debt to EBITDA remained below
3.5x (5x at 9/30/2016 LTM) and distribution coverage remained above
1.3x (1.1x at 9/30/2016 LTM).
The rating could be downgraded if debt to EBITDA was likely to
remain above 4x or if distribution coverage was likely to remain
below 1x.
Under Moody's Loss Given Default (LGD) Methodology, the senior
unsecured notes are rated Ba2, at the CFR, because almost the
entire capital structure is senior unsecured including the C$500
million revolving credit facility. The unrated C$100 million
unsecured subordinated convertible debentures rank behind all of
the debt in the capital structure.
Gibson Energy Inc. is a Calgary, Alberta based midstream energy
company that is engaged in the movement, storage, blending,
processing, marketing and distribution of crude oil, condensate,
natural gas liquids (NGLs), water, oilfield waste and refined
products.
The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.
GREAT BASIN: Board OKs Indemnification Agreements with D&Os
-----------------------------------------------------------
The board of directors of Great Basin Scientific, Inc. approved
on Feb. 27, 2017, the Company's entry into a Director and Officer
Indemnification Agreement with each of its directors and other
officers as the Board determines from time to time. This approval
formalizes the Company's intention, disclosed at the time of its
initial public offering and in subsequent filings, to enter into
those agreements with its directors and officers upon their
respective appointments.
Pursuant to the terms of the Indemnification Agreement, the Company
must indemnify each Indemnitee if the Indemnitee is a party to or
threatened to be made a party to any proceeding by reason of the
fact that the Indemnitee is or was a director or officer of the
Company, or is or was serving at the request of the Company as a
director, officer, employee, or agent of another entity, against
all expenses, judgments, fines and penalties actually and
reasonably incurred by the Indemnitee in connection with the
defense or settlement of such proceeding. The indemnification must
be provided only if the Indemnitee acted in good faith and in a
manner which he reasonably believed to be in the best interests of
the Company, or, in the case of a criminal action or proceeding,
had no reasonable cause to believe that his conduct was unlawful.
If the proceeding is brought by or in the right of the Company, the
Company need not provide indemnification for expenses if the
Indemnitee is judged to be liable to the Company, unless the court
in which the proceeding is brought determines that, despite the
adjudication of liability, but in view of all the circumstances of
the case, the Indemnitee is fairly and reasonably entitled to
indemnity for expenses as the court deems proper. No
indemnification may be provided in connection with any proceeding
charging improper personal benefit to the Indemnitee, whether or
not involving action in his official capacity, in which he is
judged liable on the basis that personal benefit was improperly
received by him. The Company must advance all reasonable expenses
to the Indemnitee in connection with a proceeding within 5 days
after receipt of a notice from the Indemnitee requesting the
advance. The notice must include reasonable evidence of the
expenses and must be preceded or accompanied by an undertaking by
or on behalf of the Indemnitee to repay any expenses advanced if it
is determined that the Indemnitee is not entitled to be indemnified
against the expenses. Notwithstanding the Indemnification
Agreement, the Company must indemnify the Indemnitee to the full
extent permitted by law, whether or not such indemnification is
specifically authorized by the other provisions of the
Indemnification Agreement, the Company's Certificate of
Incorporation, the Bylaws, or by statute.
The term of the Indemnification Agreement will continue until the
later of: (a) 10 years after the date that the Indemnitee ceases to
serve as a director or officer, or (b) the final termination of all
pending proceedings in respect of which the Indemnitee is granted
rights of indemnification or advancement of expenses under the
Indemnification Agreement.
The Indemnitee is not entitled to indemnification or advancement of
expenses under the Indemnification Agreement with respect to any
proceeding brought or made by him against the Company.
About Great Basin
Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals. The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.
Great Basin reported a net loss of $57.9 million in 2015 following
a net loss of $21.7 million in 2014.
As of Sept. 30, 2016, Great Basin had $83.40 million in total
assets, $144.9 million in total liabilities, and a total
stockholders' deficit of $61.47 million.
Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows. These
issues raise substantial doubt about its ability to continue as a
going concern, the auditors said.
GREAT BASIN: Has 1.48-Bil. Outstanding Common Shares as of March 3
------------------------------------------------------------------
As previously disclosed in the Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission on June 29, 2016,
on June 29, 2016, Great Basin Scientific, Inc. entered into a
Securities Purchase Agreement in relation to the issuance and sale
by the Company to certain buyers of $75 million aggregate principal
amount of senior secured convertible notes and related Series H
common stock purchase warrants.
On March 3, 2017, the Company and one of the 2016 Note Buyers
entered into an agreement, pursuant to which the Company agreed to
redeem $1,176,197 of the 2016 Note held by such 2016 Note Buyer for
an aggregate redemption price of $1,176,197, which will satisfy
such Redemption Note in full. The Company will pay the Redemption
Price for the Redemption Notes from cash held in the restricted
accounts of the Company. After the redemption, the principal
amount of the remaining 2016 Notes will be reduced from $33.4
million to $32.2 million.
On February 27 and Feb. 28, 2017, certain holders of 2016 Notes
were issued shares of common stock, par value $0.0001 per share, of
the Company pursuant to Section 3(a)(9) of the U.S. Securities Act
of 1933, as amended, in connection with conversions at the election
of such holders pursuant to the terms of the 2016 Notes. In
connection with the conversions, the Company issued 110,630,582
shares of Common Stock. As per the terms of the 2016 Notes, the
Conversion Shares immediately reduced the principal amount
outstanding of the 2016 Notes by $75,229 based upon a conversion
price of $0.00068 per share. The issuance of the Conversion Shares
pursuant to the conversion of the 2016 Notes described herein is
exempt from registration under the Securities Act pursuant to the
provisions of Section 3(a)(9) thereof as securities exchanged by
the issuer with its existing security holders exclusively where no
commission or other remuneration is paid or given directly or
indirectly for soliciting such exchange.
As of March 3, 2017, a total principal amount of $3.9 million of
the 2016 Notes has been converted into shares of Common Stock.
Approximately $32.2 million in principal remains to be converted.
Restrictions on a total of $12.1 million in the Company's
restricted cash accounts has been released including $6.0 million
at closing and $6.1 million in early releases from the restricted
cash accounts. $17.0 million remains in the restricted cash
accounts to have the restrictions removed and become available to
the Company at future dates pursuant to terms of the 2016 Notes.
As of March 3, 2017, there are 1,485,904,493 shares of Common Stock
issued and outstanding of the 1,500,000,000 shares authorized.
In connection with the conversion of a portion of the principal
outstanding under the 2016 Notes, the exercise prices of certain of
our issued and outstanding securities were automatically adjusted
to take into account the conversion price of the 2016 Notes. The
exercise prices of the following securities were adjusted as
follows.
Class A and Class B Warrants
As of March 3, 2017, the Company had outstanding Class A Warrants
to purchase 48 shares of Common Stock and Class B Warrants to
purchase 29 shares of Common Stock. The Class A and Class B
Warrants include a provision which provides that the exercise price
of the Class A and Class B Warrants will be adjusted in connection
with certain equity issuances by the Company. The consummation of
the Conversions triggers an adjustment to the exercise price of the
Class A and Class B Warrants. Therefore, as of Feb. 27, 2017, the
exercise price for the Class A and Class B Warrants was adjusted
from $0.00085 to $0.00068 per share of Common Stock.
Common Stock Warrants
As of March 3, 2017, the Company had outstanding certain Common
Stock warrants to purchase 2 shares of Common Stock. As a result
of the Conversions, as of Feb. 27, 2017, the exercise price for
certain Common Stock warrants was adjusted from $0.00085 to
$0.00068 per share of common stock.
Series B Warrants
As of March 3, 2017, the Company had outstanding Series B Warrants
to purchase 34 shares of Common Stock. The Series B Warrants
include a provision which provides that the exercise prices of the
Series B Warrants will be adjusted in connection with certain
equity issuances by the Company. As a result of the Conversions,
as of February 27, 2017, the exercise price for Series B Warrants
was adjusted from $336,254 to $330,251 per share of Common Stock.
Series D and 2015 Subordination Warrants
As of March 3, 2017, the Company had outstanding Series D Warrants
to purchase 2,361,468 shares of Common Stock and 2015 Subordination
Warrants to purchase 71,129 shares of Common Stock. The Series D
and 2015 Subordination Warrants include a provision which provides
that the exercise prices of the Series D and 2015 Subordination
Warrants will be adjusted in connection with certain equity
issuances by the Company. The consummation of the Conversions
triggers an adjustment to the exercise price of the Series D and
2015 Subordination Warrants. Therefore, as of
Feb. 27, 2017, the exercise price for the Series D and 2015
Subordination Warrants was adjusted from $0.00085 to $0.00068 per
share of Common Stock.
Series G Warrants
As of March 3, 2017, the Company had outstanding Series G Warrants
to purchase 159 shares of Common Stock. The Series G Warrants
include a provision which provides that the exercise price of the
Series G Warrants will be adjusted in connection with certain
equity issuances by the Company. The consummation of the
Conversions triggers an adjustment to the exercise price of the
Series G Warrants. Therefore, as of Feb. 27, 2017, the exercise
price for the Series G Warrants was adjusted from $0.00085 to
$0.00068 per share of Common Stock.
Series H and 2016 Subordination Warrants
As of March 3, 2017, the Company had outstanding Series H Warrants
to purchase 2,346 shares of Common Stock and 2016 Subordination
Warrants to purchase 71 shares of Common Stock. The Series H and
2016 Subordination Warrants include a provision which provides that
the exercise prices of the Series H and 2016 Subordination Warrants
will be adjusted in connection with certain equity issuances by the
Company. The consummation of the Conversions triggers an
adjustment to the exercise price of the Series H and 2016
Subordination Warrants. Therefore, as of February 27, 2017, the
exercise price for the Series H and 2016 Subordination Warrants was
adjusted from $0.00085 to $0.00068 per share of Common Stock.
Series F Convertible Preferred Stock
As of March 3, 2017, the Company has outstanding 5,860 shares of
Series F Convertible Preferred Stock. The Series F Convertible
Preferred Stock includes a provision which provides that the
conversion price of the Series F Convertible
Preferred Stock will be adjusted in connection with certain equity
issuances by the Company. As a result of the Conversions, as of
Feb. 27, 2017, the conversion price for the Series F Convertible
Preferred Stock was adjusted from $0.00085 to $0.00068 per share of
Common Stock.
About Great Basin
Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals. The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.
Great Basin reported a net loss of $57.9 million in 2015 following
a net loss of $21.7 million in 2014.
As of Sept. 30, 2016, Great Basin had $83.40 million in total
assets, $144.9 million in total liabilities, and a total
stockholders' deficit of $61.47 million.
Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows. These
issues raise substantial doubt about its ability to continue as a
going concern, the auditors said.
GREEKTOWN HOLDINGS: S&P Raises CCR to 'B' on Proposed Refinancing
-----------------------------------------------------------------
S&P Global Ratings said it has raised its long-term corporate
credit rating on Detroit-based Greektown Holdings LLC one notch to
'B' from 'B-'. The outlook is stable.
At the same time, S&P assigned its 'B+' issue-level rating to
Greektown's proposed new $425 million senior secured credit
facility (consisting of a $50 million revolving credit facility
[RCF] due 2022 and a $375 million term loan due 2024). The
recovery rating is '2', indicating S&P's expectation for
substantial (70% to 90%; rounded estimate 70%) recovery for lenders
in the event of a payment default.
Greektown plans to use the proceeds from the term loan facility,
along with a modest draw on the RCF, $30 million in balance sheet
cash, and $50 million in payment-in-kind (PIK) preferred equity
(unrated) from the company's owner, to refinance its existing
capital structure and to pay transaction fees, expenses, and debt
breakage costs. S&P plans to withdraw its issue-level and recovery
ratings on the company's existing senior notes when it is repaid.
The upgrade reflects S&P's expectation that the proposed
refinancing transaction will translate into meaningfully better
interest coverage measures and that improved discretionary cash
flows (DCF), as a result of lower cash interest expense, will
support debt reduction over the next two years. Under S&P's
base-case forecast, it anticipates EBITDA coverage of total
interest (including PIK interest on the preferred equity) will
improve to around 3x in 2017 compared to S&P's previous forecast of
around 2x. S&P also anticipates that DCF will improve by roughly
$15 million annually as a result of lower cash interest costs,
supporting an improvement in DCF to debt to above 5% through 2018.
In addition, S&P now expects leverage will improve to the
mid-to-high 5x range in 2017 because of expected debt repayment and
operating performance, compared to S&P's previous expectation of
leverage of about 6x in 2017. S&P forecasts leverage to improve to
5.5x or below in 2018.
In calculating leverage, S&P includes the $50 million of PIK
preferred equity in debt because S&P expects Greektown's new credit
agreement will contain provisions that would allow the company to
redeem portions of the preferred equity over time. S&P believes,
however, that Greektown will be incentivized to reduce leverage
over the near term as the proposed terms of the credit agreement
will allow Greektown to make restricted payments to redeem
preferred equity if it is compliant with its restricted payments
covenant, which includes baskets subject to sustaining leverage
0.85x lower than leverage at the closing of the transaction, having
available retained excess cash flow, or through a general
restricted payments basket. The preferred equity instrument also
supports improved cash flow generation given that interest on the
instrument is paid in kind.
"Our business risk assessment takes into account the company's
relatively weak position in the Detroit market and its reliance on
a single casino for cash flow generation. Greektown's share of the
Detroit market's gross gaming revenue on a percentage basis has
historically been lower than its share of slot machines and
table-game seats, illustrating the Detroit gaming customer's
preference for Greektown's competitors. Greektown's market share
of revenue was about 23.5% for the 12-month period ending Dec. 31,
2016, compared with our estimate that its fair share of gaming
positions was about 30%. Our assessment also reflects the casino's
lagging win per position compared with its competitors, reflecting
its underperformance and its more challenged location. Finally,
given that Greektown operates a single casino, the company is
vulnerable to the negative impact of event risks such as adverse
weather, regional economic weakness, or changes in the competitive
landscape, which can lead to operating underperformance and EBITDA
volatility over time. These factors largely offset our view that
the recently completed renovations and operational improvements put
in place will improve customer experience at the property, modestly
improve the company's market position over time, and support margin
improvement," S&P said.
In S&P's base case:
-- S&P believes modest economic improvement will drive
visitation to, and spending at, U.S. casinos. S&P forecasts
U.S. GDP growth of 2.4% in 2017 and 2.3% in 2018, and U.S.
consumer spending growth of 2.5% in 2017 and 2.3% in 2018.
-- Revenue will grow in the low single digits through 2018,
generally in line with broader growth in the local economy
and S&P's expectations for growth in consumer spending.
-- S&P anticipates EBITDA margins to improve modestly through
2018, following continued operational enhancements that
management plans to implement over the next few quarters.
As a result, EBITDA will grow at a slightly higher pace than
revenues, but improvement will be tempered somewhat due to
higher management fees paid to the property managers that
will partially offset this growth. S&P expects the
competitive landscape to remain relatively stable through
2018.
Based on these assumptions, S&P arrives at these credit measures:
-- Adjusted debt to EBITDA to improve to about 5.5x by 2018;
-- Funds from operations to debt to improve to the low-double-
digit percentages by 2018;
-- DCF to debt to improve to and remain above 5% through 2018;
and
-- EBITDA coverage of total interest to improve to about 3x by
2018 with cash interest coverage roughly 0.5x higher. These
coverage measures are strong for the highly leveraged
financial risk assessment and compare favorably to coverage
levels for many 'B-' rated credits, supporting a positive
comparable ratings analysis modifier.
The stable outlook reflects S&P's expectation that Greektown will
successfully complete the proposed refinancing transaction as
outlined and will maintain good operating performance such that
adjusted leverage will improve to about 5.5x and EBITDA coverage of
total interest will improve to about 3x by 2018, with cash interest
coverage being roughly 0.5x higher.
S&P could raise the ratings if Greektown outperformed S&P's
base-case forecast in a manner that allowed it to repay debt faster
than S&P expects such that adjusted leverage is sustained below
4.5x. S&P could also take a positive rating action if its view of
the company's business risk profile improves. S&P could consider
revising its business assessment upward if S&P believes the
company's margin improvement will be sustainable and translate into
less EBITDA volatility in future periods, or if the company's
market position improved closer to its peer group in Detroit.
Before raising the ratings, however, S& would need to evaluate the
owner's long-term financial policy and strategy, and consider
whether or not Greektown is likely to remain a stand-alone entity
or if S&P believes it is more likely to be combined with a larger
portfolio of its owner's casino assets, and what the leverage
profile of a combined portfolio of assets might be.
While less likely given our operating forecast, S&P could lower the
ratings if the company's liquidity is impaired and its operating
performance is meaningfully weaker than S&P currently expects,
leading to interest coverage declining below 2.0x. This could
result from a meaningful change to the competitive landscape or a
disruption to the local economy, neither of which S&P currently
expect.
GULFMARK OFFSHORE: Raging Capital Reports 18.9% of Class A Shares
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Raging Capital Management, LLC reported that as of
March 3, 2017, it beneficially owns 5,113,155 shares of Class A
Common Stock, $0.01 par value, of GulfMark Offshore, Inc.
representing 18.9 percent of the shares outstanding. William C.
Martin also disclosed beneficial ownership of 5,133,155 common
shares.
On March 3, 2017, Mr. Martin resigned as a member of the board of
directors of the Gulfmark. Mr. Martin's resignation was not as a
result of any disagreement with the Issuer on any matters relating
to the Issuer's operations, policies or practices.
A full-text copy of the regulatory filing is available at:
https://is.gd/L3XaR1
About Gulfmark
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996. The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas. The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities. The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas. The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas. The
Company's fleet is one of the world's youngest, largest and most
geographically balanced, high specification OSV fleets. The
Company's owned vessels have an average age of approximately nine
years.
Gulfmark reported a net loss of $215 million in 2015 following net
income of $62.4 million in 2014. As of Sept. 30, 2016, GulfMark
had $1.10 billion in total assets, $583.9 million in total
liabilities and $518.3 million in total stockholders' equity.
* * *
In January 2017, the TCR reported that S&P Global Ratings raised
its corporate credit rating on U.S.-based offshore service provider
GulfMark Offshore Inc. to 'CCC-' from 'CC'. The rating outlook is
negative. "The upgrade follows GulfMark Offshore's announcement on
Dec. 30, 2016, that it has terminated its tender offer to purchase
up to $300 million of its 6.375% senior unsecured notes due 2022 at
below par," said S&P Global Ratings' credit analyst Kevin Kwok.
In February 2016, that Moody's Investors Service downgraded
GulfMark Offshore's Corporate Family Rating (CFR) to 'Caa3' from
'B3', Probability of Default Rating (PDR) to 'Caa3-PD' from
'B3-PD', and senior unsecured notes to 'Ca' from 'Caa1'.
GULFMARK OFFSHORE: William Martin Resigns as Director
-----------------------------------------------------
William C. Martin tendered his resignation, effective March 3,
2017, as a director of GulfMark Offshore, Inc. Mr. Martin's
resignation as a director of the Company is not the result of any
disagreement with the Company on any matter relating to its
operations, policies or practices, according to a Form 8-K report
filed with the Securities and Exchange Commission.
About Gulfmark
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996. The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas. The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities. The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas. The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas. The
Company's fleet is one of the world's youngest, largest and most
geographically balanced, high specification OSV fleets. The
Company's owned vessels have an average age of approximately nine
years.
Gulfmark reported a net loss of $215 million in 2015 following net
income of $62.4 million in 2014. As of Sept. 30, 2016, GulfMark
had $1.10 billion in total assets, $583.9 million in total
liabilities and $518.3 million in total stockholders' equity.
* * *
In January 2017, the TCR reported that S&P Global Ratings raised
its corporate credit rating on U.S.-based offshore service provider
GulfMark Offshore Inc. to 'CCC-' from 'CC'. The rating outlook is
negative. "The upgrade follows GulfMark Offshore's announcement on
Dec. 30, 2016, that it has terminated its tender offer to purchase
up to $300 million of its 6.375% senior unsecured notes due 2022 at
below par," said S&P Global Ratings' credit analyst Kevin Kwok.
In February 2016, that Moody's Investors Service downgraded
GulfMark Offshore's Corporate Family Rating (CFR) to 'Caa3' from
'B3', Probability of Default Rating (PDR) to 'Caa3-PD' from
'B3-PD', and senior unsecured notes to 'Ca' from 'Caa1'.
HAIN CELESTIAL: Receives NASDAQ Notice on Delayed SEC Filings
-------------------------------------------------------------
The Hain Celestial Group, Inc., disclosed that, as expected, it
received a letter dated February 28, 2017 from the Staff of the
Listing Qualifications Department of The NASDAQ Stock Market LLC
("Nasdaq") notifying the Company that it has not regained
compliance with NASDAQ Listing Rule 5250(c)(1) (the "Rule"), the
continued listing requirement to timely file all required periodic
reports with the Securities and Exchange Commission (the "SEC"),
and, therefore, that its common stock would be subject to delisting
unless the Company timely requests a hearing before a NASDAQ
Hearings Panel (the "Panel"). The Company fully intends to timely
request a hearing before the Panel to present its plan for
regaining compliance with the Rule and request continued listing
pending its return to compliance.
The Company will present to the Panel, which will make a decision
based on the plan for regaining compliance submitted and the
Company's presentation, to grant the Company an extension of time
within which to regain compliance with the Rule for a period of up
to 360 days from the original due date of the Company's first late
filing.
Upon the filing of its Annual Report on Form 10-K for the period
ended June 30, 2016 and its Quarterly Reports on Form 10-Q for the
periods ended September 30, 2016 and December 31, 2016 with the
SEC, the Company will regain compliance with the Rule. The Company
is working toward a conclusion in its financial reporting process.
About The Hain Celestial Group
Headquartered in Lake Success, NY, The Hain Celestial Group
(Nasdaq: HAIN) -- http://www.hain.com/-- is an organic and natural
products company with operations in North America, Europe and
India. Hain Celestial participates in many natural categories with
well-known brands that include Celestial Seasonings(R), Earth's
Best(R), Ella's Kitchen(R), Terra(R), Garden of Eatin'(R), Sensible
Portions(R), Health Valley(R), Arrowhead Mills(R), MaraNatha(R),
SunSpire(R), DeBoles(R), Casbah(R), Rudi's Organic Bakery(R), Hain
Pure Foods(R), Spectrum(R), Spectrum Essentials(R), Imagine(R),
Almond Dream(R), Rice Dream(R), Soy Dream(R), WestSoy(R), The Greek
Gods(R), BluePrint(R), FreeBird(R), Plainville Farms(R), Empire(R),
Kosher Valley(R), Yves Veggie Cuisine(R), Europe's Best(R), Cully &
Sully(R), New Covent Garden Soup Co.(R), Johnson's Juice Co.(R),
Farmhouse Fare(R), Hartley's(R), Sun-Pat(R), Gale's(R),
Robertson's(R), Frank Cooper's(R), Linda McCartney(R), Lima(R),
Danival(R), Happy(R), Joya(R), Natumi(R), GG UniqueFiber(R),
Tilda(R), JASON(R), Avalon Organics(R), Alba Botanica(R), Live
Clean(R) and Queen Helene(R). Hain Celestial has been providing A
Healthier Way of Life(TM) since 1993.
HELICRAFT HOLDINGS: Seeks to Hire Dye & Moe as Legal Counsel
------------------------------------------------------------
Helicraft Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Montana to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Dye & Moe, P.L.L.P. to give legal
advice regarding its duties under the Bankruptcy Code, prepare a
bankruptcy plan, and provide other legal services.
Harold Dye, Esq., the attorney designated to represent the Debtor,
will charge an hourly rate of $300 while Ann Adler, a paralegal,
will charge $75 per hour.
Mr. Dye disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Harold V. Dye, Esq.
Dye & Moe, P.L.L.P.
120 Hickory Street, Ste. B
Missoula, MT 59801
Phone: 406-542-5205
Fax: 406-721-1616
Email: hdye@dyemoelaw.com
About Helicraft Holdings
Helicraft Holdings, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mont. Case No. 17-60120) on February 28,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
HELICRAFT HOLDINGS: Seeks to Hire Dye & Moe as Legal Counsel
------------------------------------------------------------
Helicraft Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Montana to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Dye & Moe, P.L.L.P. to give legal
advice regarding its duties under the Bankruptcy Code, prepare a
bankruptcy plan, and provide other legal services.
Harold Dye, Esq., the attorney designated to represent the Debtor,
will charge an hourly rate of $300 while Ann Adler, a paralegal,
will charge $75 per hour.
Mr. Dye disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Harold V. Dye, Esq.
Dye & Moe, P.L.L.P.
120 Hickory Street, Ste. B
Missoula, MT 59801
Phone: 406-542-5205
Fax: 406-721-1616
Email: hdye@dyemoelaw.com
About Helicraft Holdings
Helicraft Holdings, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mont. Case No. 17-60120) on February 28,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
HELICRAFT HOLDINGS: Taps Paul Petit as Special Counsel
------------------------------------------------------
Helicraft Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Montana to hire Paul Petit, Esq., as
special counsel.
Mr. Petit will provide non-bankruptcy legal work in connection with
the sale of the Debtor's real property. He will charge an hourly
rate of $200 for his services.
In a court filing, Mr. Petit disclosed that he does not represent
any interest adverse to the Debtor or its bankruptcy estate, and
that he is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code.
The Debtor is represented by:
Harold V. Dye, Esq.
Dye & Moe, P.L.L.P.
120 Hickory Street, Ste. B
Missoula, MT 59801
Phone: 406-542-5205
Fax: 406-721-1616
Email: hdye@dyemoelaw.com
About Helicraft Holdings
Helicraft Holdings, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mont. Case No. 17-60120) on February 28,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
HELLO NEWMAN: Trustee Taps Andrew W. Plotzker as Accountant
-----------------------------------------------------------
The Chapter 11 trustee for Hello Newman Inc. seeks approval from
the U.S. Bankruptcy Court for the Southern District of New York to
hire an accountant.
Albert Togut, the bankruptcy trustee, proposes to hire Andrew W.
Plotzker, CPA, LLC to assist him in investigating the Debtor's
financial affairs, prepare tax returns and operating reports,
prepare analyses necessary for the filing of a bankruptcy plan, and
provide other services.
The hourly rates charged by the firm range from $465 to $650 for
partners, $365 to $455 for senior managers and managers, $255 to
$355 for staff, and $195 to $245 for paraprofessionals.
Andrew Plotzker, a certified public accountant, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Andrew W. Plotzker
Andrew W. Plotzker, CPA, LLC
59 East 54th Street, Suite 61
New York, NY 10022
About Hello Newman
Hello Newman Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-12910) on October 17,
2016. The petition was signed by Philip Hartman, secretary. At
the time of the filing, the Debtor $14 million in assets and $4.69
million in liabilities.
The case is assigned to Judge Shelley C. Chapman. The Debtor hired
Rosenberg, Musso & Weiner, LLP as its legal counsel.
The Office of the U.S. Trustee appointed Albert Togut as Chapter 11
trustee for the Debtor.
HHH CHOICES: HHHW Committee Seeks to Hire Alston as New Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Hebrew Hospital
Home of Westchester Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire a new legal
counsel.
The committee proposes to hire Alston & Bird LLP to give legal
advice regarding its duties under the Bankruptcy Code; analyze
claims of creditors; assist in negotiations related to asset
disposition, financing or bankruptcy plan; and provide other legal
services. The firm will replace Duane Morris LLP.
Alston & Bird has agreed to provide a 10% discount on the hourly
rates charged by its partners. James Vincequerra, Esq., the
attorney designated to represent the Debtor, will charge $625.5 per
hour.
Alston & Bird previously represented the official committee of
unsecured creditors of HHH Choices Health Plan LLC, an affiliate of
Hebrew Hospital. The firm has established an ethical wall between
the lawyers and other personnel who provided substantive assistance
to HHH Choices' committee and those who will be providing
assistance to Hebrew Hospital's committee, according to court
filings.
The firm does not represent or hold any interest adverse to the
Debtor's bankruptcy estate and creditors, according to court
filings.
Alston & Bird can be reached through:
James J. Vincequerra, Esq.
Alston & Bird LLP
90 Park Avenue
New York, NY 10016
Phone: (212) 210-9400
About HHH Choices Health Plan
Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan. The
petitioners are The Royal Care, Inc. (allegedly owed $772,762),
Amazing Home Care Services ($1,178,752), and InterGen Health LLC
($42,298), all claiming that they are owed by the Debtor for
certain services rendered. They all tapped Marc A. Pergament, Esq.,
at Weinberg, Gross & Pergament, LLP, in Garden City, New York, as
counsel.
With the consent from the board of directors, HHH Choices filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.
Judge Michael E. Wiles oversees the case. HHH Choices tapped
Harter Secrest & Emery LLP as legal counsel.
On Jan. 14, 2016, the court entered an order administratively
consolidating the Chapter 11 case of HHH Choices with the cases of
its affiliates, Hebrew Hospital Home of Westchester, Inc. and
Hebrew Hospital Senior Housing, Inc. (Case Nos. 16-10028 and
15-13264).
The Office of the U.S. Trustee appointed a committee of unsecured
creditors in HHH Choices' bankruptcy case and a separate committee
in Hebrew Hospital's case.
Farrell Fritz, P.C. and CohnReznick LLP serve as bankruptcy counsel
and financial advisor for the HHH Choices committee, respectively.
Duane Morris LLP currently represents the Hebrew Hospital committee
as bankruptcy counsel.
HOLSTED MARKETING: Seeks to Hire Forchelli as New Legal Counsel
---------------------------------------------------------------
Holsted Marketing, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire a new legal
counsel.
The Debtor proposes to hire Forchelli, Curto, Deegan, Schwartz,
Mineo & Terrana, LLP to give legal advice regarding its duties
under the Bankruptcy Code, negotiate with creditors, assist in the
preparation of a bankruptcy plan, and provide other legal services.
The firm will replace SilvermanAcampora LLP.
Gerard Luckman, Esq., and Brian Hufnagel, Esq., the attorneys
designated to represent the Debtor, will charge $585 per hour and
$380 per hour, respectively.
Mr. Luckman disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Gerard R. Luckman, Esq.
Brian J. Hufnagel, Esq.
Forchelli, Curto, Deegan,
Schwartz, Mineo & Terrana, LLP
333 Earle Ovington Blvd., Suite 1010
Uniondale, NY 11553
Tel: (516) 248-1700
Fax: (516) 248-1729
About Holsted Marketing
Founded in 1971, Holsted Marketing, Inc., a New York-based
multi-channel direct-marketing company, has supplied fashion
jewelry and accessories to millions of customers in the United
States, Canada and the United Kingdom.
Holsted Marketing filed its second chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-11683) on June 8, 2016. The petition was
signed by Roy Rathbun, senior vice president of finance and IT.
The case is assigned to Judge James L. Garrity, Jr. The Debtor
estimated assets and liabilities at $1 million to $10 million at
the time of the filing.
The Debtor hired Leonard Harris, CPA as accountant.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors in the case. The committee retained Troutman
Sanders, LLP as counsel.
HUDSON OIL: Land O'Lakes' Counterclaims vs. Gov't Dismissed
-----------------------------------------------------------
In the case captioned UNITED STATES OF AMERICA, Plaintiff, v. LAND
O'LAKES, INC., and CUSHING, OKLAHOMA BROWNFIELDS, LLC, Defendants,
Case No. CIV-16-170-R (W.D. Okla.), Judge David L. Russell of the
United States District Court for the Western District of Oklahoma
granted the Government's motion to dismiss the defendants' two
counterclaims and to strike eight of its affirmative defenses. The
judge denied the defendants' motion to strike a portion of the
Government's reply brief that it deemed procedurally improper.
Three decades ago, the Government settled claims with Hudson Oil
Refining Company for Hudson's alleged violations of the Resource
Conservation and Recovery Act (RCRA) that occurred through the
operation of its Oklahoma Refinery. Now, years later, the
Government has returned to recoup costs it has incurred and
apparently will incur in cleaning up hazardous materials that were
released before Hudson owned the Refinery. Yet it sought to
recover not under RCRA, but under an entirely different statute --
the Comprehensive Environmental Response, Compensation, and
Liability Act (CERCLA) -- and not from Hudson, but from the party
that owned the Refinery before Hudson: Land O'Lakes, Inc.
The Government originally asked the Court to strike the defendants'
affirmative defenses that were based on the Government's civil
settlement with Hudson. When the defendants responded by arguing
that the Government failed to grasp that Hudson's earlier
bankruptcy proceedings barred the CERCLA action, the Government
countered by asking the Court to dismiss the defendants' two
counterclaims and to strike eight of its affirmative defenses.
The Government asked the Court to strike the defendants' two
counterclaims on the basis that both fail as a matter of law.
Judge Russell agreed. The judge found that the defendants' first
counterclaim, essentially an action for declaratory relief, is
merely redundant of its affirmative defenses and will be moot upon
judgment in the case. Similarly, the judge found that the
defendants' second counterclaim, brought under the citizen-suit
provision of RCRA, is an inappropriate vehicle for challenging the
Government's attempt to recover CERCLA costs. Both counterclaims
were thus dismissed.
The Government also moved to strike Defendants' affirmative
defenses three through ten. Defenses seven through ten all argued,
in some form or fashion, that the United States' 1987 settlement
with Hudson, specifically the Consent Decree entered by the Court,
bars the United States from bringing its CERCLA claims. Judge
Russell found that, because the Consent Decree does not provide the
defendants with any release of liability on potential CERCLA
claims, those affirmative defenses must be stricken as a matter of
law. Similarly, the judge also found that the defendants
affirmative defenses three through six contended that orders
entered by the Court in Hudson's bankruptcy proceedings preclude
the Government's case. The judge held that those arguments are
legally insufficient and were stricken as well.
The defendants moved to strike a portion of the Government's Reply
brief that it deemed procedurally improper for the Government's
failure to raise the issue in its original Motion to Strike.
However, Judge Russell found that the Government's request to
strike additional affirmative defenses was not procedurally
improper.
A full-text copy of Judge Russell's February 22, 2017 order is
available at https://is.gd/zlWYmI from Leagle.com.
United States of America is represented by:
Scott M. Cernich, Esq.
Abigail E. Andre, Esq.
US DEPT. OF JUSTICE
950 Pennsylvania Avenue, N.W.
Washington, DC 20530-0001
Land O'Lakes Inc, Cushing Oklahoma Brownfields LLC are represented
by:
Andrew W. Davis, Esq.
Byron E. Starns, Esq.
STINSON LEONARD STREET LLP
150 South Fifth Street, Suite 2300
Minneapolis, MN 55402
Tel: (612)335-1500
Fax: (612)335-1657
Email: andrew.davis@stinson.com
byron.starns@stinson.com
-- and --
Mark D. Coldiron, Esq.
Stephen L. Jantzen, Esq.
RYAN WHALEY COLDIRON SHANDY PC
119 N. Robinson Avenue, Ste 900
Oklahoma City, OK 73102
Tel: (405)239-6040
Fax: (405)239-6766
Email: mcoldiron@ryanwhaley.com
sjantzen@ryanwhaley.com
Hudson Oil Refining Company, facing financial strains, filed
Chapter 11 bankruptcy in 1984 in the U.S. Bankruptcy Court for the
District of Kansas.
III EXPLORATION: Wants Plan Filing Extended Through April 30
------------------------------------------------------------
III Exploration II, LP, seeks an extension of its exclusive plan
filing period through April 30, 2017, and a corresponding extension
of its exclusive plan solicitation period through June 30, 2017.
Absent an extension, the Debtor's plan filing period was slated to
expire on February 28, 2017.
This is the Debtor's third extension request.
The Debtor reasons that it needs the additional time to obtain
approval for the sale of its assets in the Western Uintah Basin in
Utah and to close the sale. The Western Uintah Basin is the last
lot property of the Debtor.
The Debtor inform the Court that its primary secured lenders have
consented to the extension sought.
About III Exploration II LP
III Exploration II LP and its general partner, Petroglyph Energy,
Inc., are headquartered in Boise, Idaho. III Exploration II is
engaged in the exploration and production of oil and natural gas
deposits, primarily in the Uinta Basin in Utah. III Exploration
also has an interest in approximately 42,100 undeveloped acres in
the Raton Basin located in Colorado, and participates in joint
ventures with respect to properties in the Williston Basin in
North Dakota.
III Exploration filed a chapter 11 petition (Bankr. D. Utah Case
No. 16-26471) on July 26, 2016. The petition was signed by Paul
R. Powell, president. The Debtor estimated assets at $50 million
to $100 million and debt at $100 million to $500 million.
The case is assigned to Judge R. Kimball Mosier.
The Debtor tapped George Hofmann, Esq., Steven C. Strong, Esq.,
and Adam H. Reiser, Esq., at Cohne Kinghorn, P.C., to serve as its
general counsel; and A. John Davis, Esq., at Holland & Hart LLP to
serve as special counsel. Tudor Pickering Holt & Co. has been
tapped as investment banker. Donlin Recano & Company Inc. acts as
claims and noticing agent.
INDUSTRIAL RIDE: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Industrial Ride Shop LLC as of
March 8, according to a court docket.
Industrial Ride Shop, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 16-14176), on Dec. 16, 2016. The petition was
signed by Douglas Butcher, managing member. The case is assigned
to Judge Brenda K. Martin. At the time of filing, the Debtor
estimated both assets and liabilities at $1 million to $10 million
each.
The Debtor tapped Hilary L Barnes, Esq. at Allen Barnes & Jones,
PLC, as bankruptcy counsel. It also engaged Resolute Commercial
Services, LLC, as financial advisor.
INTEGER HOLDINGS: S&P Assigns 'B' Rating on Sr. Sec. Term Loan B
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to Frisco,
Texas-based contract manufacturer Integer Holdings Corp.'s senior
secured term loan B facility, in a leverage-neutral repricing
transaction. The debt is being issued by subsidiary Greatbatch
Ltd. The recovery rating on this debt is '3' indicating S&P's
expectations for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a default. S&P's issue-level rating on
the senior unsecured notes of 'CCC+' and its recovery rating of '6'
on that debt remain unchanged.
S&P's 'B' corporate credit rating on Integer reflects S&P's
expectation for leverage to remain above 5x for 2017, even as the
company prioritizes debt repayment from free cash flow. It also
takes into account S&P's assessment of business risk as weak, based
on the narrow scope of the company's services, limited barriers to
entry, exposure to intense price-based competition, and substantial
customer concentration, with 54% of revenues coming from four
leading medical device original equipment manufacturer (OEM)
companies. In addition, S&P's assessment of business risk
incorporates the company's competitive advantages derived from a
market leadership position within the fragmented and
somewhat-commodity-like industry of contract manufacturers (CMOs)
servicing medical device companies. The company offers a broader
array of manufacturing services than other smaller CMOs, has good
profitability, and like peers has sticky and long-term contracts
and relationships with customers.
S&P's rating outlook on Integer is stable, reflecting S&P's
expectation that leverage will likely remain above 5x, at least
through 2017, even as the company generates substantial free cash
flow and prioritizes debt reduction.
RATINGS LIST
Integer Holdings Corp.
Corporate Credit Rating B/Stable/--
New Rating
Greatbatch Ltd.
Senior Secured
$1,015 Mil. Term Loan B
Facility Due 2022 B
Recovery Rating 3 (60%)
ISTAR INC: S&P Assigns 'B+' Rating on New $375MM Sr. Unsec. Notes
-----------------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' issue-level rating on
iStar Inc.'s new $375 million senior unsecured notes due in 2022.
The company intends to use the proceeds to repay its senior notes
maturing this month and in June 2017. S&P views positively the
firm's efforts to address its upcoming debt maturities and extend
its debt maturity profile. The new debt does not affect S&P's view
of iStar's capitalization given that pro forma leverage remains
unchanged at just under 7.5x.
RATINGS LIST
iStar Inc.
Issuer Credit Rating B+/Stable/--
New Rating
iStar Inc.
Senior Unsecured
$375 mil. notes due 2022 B+
KIDS FIRST: Taps Davis Law Firm as Legal Counsel
------------------------------------------------
Kids First Enrichment Center, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Tennessee to hire
legal counsel in connection with its Chapter 11 case.
The Debtor proposes to hire Davis Law Firm, PLLC to give legal
advice regarding its duties under the Bankruptcy Code, assist in
the preparation of a bankruptcy plan, and provide other legal
services.
Brian Davis, Esq., will charge an hourly rate of $250, and will
receive reimbursement for work-related expenses.
Mr. Davis does not hold or represent any interest adverse to the
Debtor, and is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
Davis Law Firm can be reached through:
Brian L. Davis, Esq.
Davis Law Firm, PLLC
254 Court Avenue Suite 300
Memphis, TN 38103
Tel: (662) 393-8542
Telefax: (901) 523-2487
Email: davislaw@davislawfirmpc.com
About Kids First Enrichment Center
Kids First Enrichment Center, LLC is a child day care center
operating in Memphis, Shelby County, Tennessee. The sole member of
the limited liability company is Harry L. Smith.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tenn. Case No. 17-21641) on February 23, 2017.
The petition was signed by Harry L. Smith, member. The case is
assigned to Judge George W. Emerson Jr.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
L&R DEVELOPMENT: Seeks Plan Filing Deadline Moved to March 16
-------------------------------------------------------------
L&R Development & Investment Corp asks the Bankruptcy Court to
extend the exclusive period by which it must submit a Chapter 11
plan through March 16, 2017. The Debtor also seeks that its
deadline to procure votes under the plan be extended for a term of
60 days after the order granting approval of the Disclosure
Statement is entered.
The Debtor asserts that it needs the additional time to be able to
submit a Disclosure Statement and Plan of Reorganization that
considers all of the financial information of the debtor and its
subordinate entities.
About L&R Development
L&R Development & Investment Corp. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 16-08792) on
November 1, 2016. The petition was signed by Joaquin Lopez,
president. At the time of the filing, the Debtor disclosed $3.05
million in assets and $5.56 million in liabilities. The case is
assigned to Judge Brian K. Tester.
Carmen Conde Torres, Esq., of C. Conde & Assoc. represents the
Debtor. Inmuebles Bienes Raices, LLC has been tapped as realtor to
the Debtor.
LADERA PARENT: Gets Court Approval to Pay Morris Nichols
--------------------------------------------------------
Ladera Parent LLC and Ladera LLC received approval from the U.S.
Bankruptcy Court for the Southern District of New York to pay
Morris, Nichols, Arsht & Tunnell LLP from estate funds.
The Debtors hired the firm as special counsel for their independent
managers, Julia McCullough and William Popeo.
Curtis Miller, Esq., the attorney primarily responsible for
representing the managers, charges $695 per hour. Other attorneys
of the firm charge between $395 to 650 per hour while
paraprofessionals charge $295 per hour.
About Ladera Parent LLC
Ladera Parent LLC, based in New York, NY, and Ladera, LLC filed
Chapter 11 petitions (Bankr. S.D.N.Y., Lead Case No. 16-13382) on
December 4, 2016. The petitions were signed by Hans Futterman,
manager.
A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese
& Gluck P.C., serves as bankruptcy counsel while Phillips Nizer LLP
serves as special real estate & corporate counsel.
Ladera Parent listed $21 million in assets and $21.02 million in
liabilities while Ladera LLC listed $75 million in assets and
$45.75 million in liabilities.
No trustee, examiner or committee has been appointed in the case.
LE-NATURE INC: Court Refuses To Reduce Ex-CEO's 20-Yr. Sentence
---------------------------------------------------------------
Steven Trader, writing for Bankruptcy Law360, reports that U.S.
District Judge Alan N. Bloch has refused to lessen the 20-year
prison sentence of former Le-Nature's Inc. CEO Gregory J.
Podlucky.
Judge Bloch, according to Law360, said he found no reason to reduce
the sentence being served by Mr. Podlucky after he pled guilty.
Law360 relates that Mr. Podlucky in 2011 pled guilty to certain
charges for his role in orchestrating a $660 million swindle of
banks and investors.
About Le-Nature's Inc.
Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks. Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.
On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll
Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in
charge of management and operations. Within several days, Kroll
uncovered massive fraud at Le-Nature's. On Nov. 1, 2006, Steven
G. Panagos, a Kroll managing director, filed an affidavit with the
Delaware Chancery Court setting forth the evidence of the
financial fraud he had discovered at Le-Nature's.
Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006. Kroll converted the proceedings from
Chapter 7 to Chapter 11.
On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's
Holdings Inc., and Tea Systems International Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.
The Debtors' cases were jointly administered. The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.
Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC,
represented the Debtors in their restructuring efforts. The Court
appointed R. Todd Neilson as Chapter 11 Trustee. Dean Z. Ziehl,
Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D.
Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11
Trustee. David K. Rudov, Esq., at Rudov & Stein, and S. Jason
Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC,
represented the Official Committee of Unsecured Creditors. Edward
S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq.,
at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq., at
Manion McDonough & Lucas, represented the Ad Hoc Committee of
Secured Lenders. Thomas Moers Mayer, Esq., and Matthew J.
Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented
the Ad Hoc Committee of Senior Subordinated Noteholders.
On July 8, 2008, the Bankruptcy Court issued an order confirming
the liquidation plan for Le-Nature's.
LEGACY CHANGE: S&P Raises CCR to 'B+' on Completed Merger
---------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on legacy
Change Healthcare to 'B+' from 'B' and removed the rating from
CreditWatch, where it had been placed with developing implications
on June 29, 2016. S&P then withdrew its ratings on legacy Change
Healthcare Inc.'s debt and subsequently withdrew S&P's corporate
credit rating on legacy Change Healthcare. At the time of the
withdrawal, the outlook was stable.
The ratings withdrawal follows the closing of Change Healthcare
Holdings LLC's combination of Change Healthcare Holdings Inc. and
certain assets of McKesson's Technology Solutions business.
"Following the close, legacy Change Healthcare and the contributed
assets from McKesson's Technology Solutions business will be
combined into a new legal entity, Change Healthcare Holdings LLC,
and accordingly we have equalized our corporate credit rating on
legacy Change Healthcare with our rating on Change Healthcare,"
said S&P Global Ratings credit analyst Geoffrey Wilson.
In addition, the prior debt at legacy Change Healthcare was repaid.
Therefore, S&P is withdrawing all ratings on legacy Change
Healthcare.
LIMETREE BAY: S&P Assigns 'BB-' Rating on $440MM Term Loan B
------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' rating to Limetree
Bay Terminals LLC's $440 million term loan B due 2023. The outlook
is stable. The recovery rating is '1'; this indicates S&P's
expectation for very high recovery (90%-100%; rounded estimate:
95%) in case of default.
"The stable outlook reflects our opinion that storage cash flows
provide sufficient debt service coverage," said S&P Global Ratings
credit analyst Michael Ferguson. "We anticipate debt service
coverage ratios of about 1.24x. We expect the restart of 7 million
barrels of capacity in 2017. We also assume additional contracting
of available storage capacity."
S&P could lower the rating if minimum debt service coverage ratios
(DSCRs) fall below 1x due to higher-than-budgeted capital
expenditures or low contracting rates resulting in
lower-than-anticipated revenues; this could stem from weaker market
dynamics in the Caribbean.
S&P could raise the rating if Limetree Bay Terminals completes SPM
Buoy construction and tank restart within budget and generates
minimum DSCRs above 1.4x.
LMCHH PCP: Committee Taps CohnReznick as Financial Advisor
----------------------------------------------------------
The official committee of unsecured creditors of LMCHH PCP, LLC and
Louisiana Medical Center and Heart Hospital, LLC seeks court
approval to hire a financial advisor.
In a filing with the U.S. Bankruptcy Court for the Eastern District
of Louisiana, the committee proposes to hire CohnReznick LLP to
provide these services:
(a) review the reasonableness of the cash collateral and
debtor-in-possession arrangements as to cost to the
Debtors;
(b) at the request of the committee's counsel, analyze and
review key motions to identify strategic financial issues
in the cases;
(c) gain an understanding of the Debtors' corporate
structure;
(d) perform a preliminary assessment of the Debtors' short-
term budgets;
(e) establish reporting procedures that will allow for the
monitoring of the Debtors' post-petition operations and
sales efforts;
(f) develop and evaluate alternative sale strategies;
(g) scrutinize proposed transactions, including the
assumption or rejection of executory contracts;
(h) identify, analyze and investigate transactions with non-
debtor entities and other related parties;
(i) monitor the Debtors' weekly operating results;
(j) monitor the Debtors' budget to actual results on an
ongoing basis for reasonableness and cost control;
(k) communicate findings to the committee;
(l) perform forensic accounting procedures, as directed by
the committee and counsel;
(m) determine if there are potential claims against the
Debtors' auditors or board members;
(n) review the nature and origin of other significant claims
asserted against the Debtors;
(o) investigate and analyze all potential avoidance action
claims;
(p) prepare preliminary dividend analyses to determine the
potential return to unsecured creditors;
(q) monitor the sales process (including evaluating asset
purchase agreements submitted) and supplement the lists
of potential buyers; and
(r) assist the committee and its counsel in negotiating the
key terms of a plan of reorganization or liquidation.
CohnReznick's normal billing rates range from $610 to $815 for
partners and senior partners; $450 to $650 for manager, senior
manager and director; $300 to $440 for other professional staff;
and $205 for paraprofessionals. The firm has agreed to discount
its hourly rates by 15% for all professional staff.
Clifford Zucker, a partner at CohnReznick, disclosed in a court
filing that his firm does not hold or represent any interest
adverse to the Debtors.
The firm can be reached through:
Clifford A. Zucker
CohnReznick LLP
1301 Avenue of the Americas
New York, NY 10019
Phone: 212-297-0400
About Louisiana Medical
LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC
currently operate a state-of-the-art 213,000 square facility and
two medical office buildings.
Originally licensed for 58 beds in 2003, as a result of its
physical and strategic expansion in 2007, the Hospital is now a
full-service 132-bed acute care hospital with seven operating
rooms, three catheterization laboratories, and a 24-hour heart
attack intervention center dedicated to providing advanced medical
treatment and compassionate care to patients and families
throughout the North Shore area.
LMCHH PCP and LHH sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan. 30,
2017. The cases have been assigned to the Hon. Judge Laurie Selber
Silverstein.
LMCHH estimated assets in the range of $1 million to $10 million
and liabilities of up to $500 million. LHH estimated assets in the
range of $10 million to $50 million and liabilities of $100 million
to $500 million.
The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as
local counsel, Alston & Bird LLP as legal counsel, and The Garden
City Group, Inc., as claims and noticing agent.
LOUNGE22: Court Narrows Claims in CORT's Breach of Contract Suit
----------------------------------------------------------------
Judge Gloria M. Navarro of the United States District Court for the
District of Nevada granted in part and denied in part the motion
filed by the defendants, Eleven23 Marketing, LLC, and Armen
Gharabegian to dismiss the case captioned CORT BUSINESS SERVICES
CORPORATION, Plaintiff, v. ELEVEN23 MARKETING, LLC, et al.,
Defendants, Case No. 2:15-cv-02454-GMN-PAL (D. Nev.).
The case arises out of the defendants' alleged breach of a Master
Supply Agreement (MSA) with CORT Business Services Corporation.
Gharabegian owns and operates Eleven23 and Lounge22, LLC, both
furniture design and manufacturing companies. Gharabegian resides
in Los Angeles County, California, and Eleven23 has its principle
place of business in Los Angeles County, California. CORT asserts
that it is a Delaware corporation in the business of furniture and
accessory rentals, a large part of which is in the trade show and
events industry in Las Vegas, Nevada.
The defendants sought to dismiss CORT's Complaint for failure to
state a claim, or, in the alternative, to transfer the case to the
Central District of California.
CORT's Complaint asserted the following claims:
(1) alter ego/piercing the corporate veil;
(2) specific enforcement of the MSA;
(3) breach of the MSA; and
(4) breach of warranty.
CORT alleged that "Gharabegian, the CEO of the corporate
Defendants, uses Eleven23, Lounge 22, and Ethos as mere shells or
conduits for his business affairs." Judge Navarro found that CORT
has plausibly alleged an alter ego relationship between
Gharabegian, Eleven23, and Lounge 22, and therefore denied the
defendants' motion with regard to this claim.
CORT also alleged that the parties entered into a valid agreement,
the MSA, on August 9, 2010, which automatically renewed on August
9, 2015. Moreover, CORT alleged that "Defendants breached the MSA
when it failed to repair all of the defective [furniture]." Taking
these allegations as true and in a light most favorable to CORT,
Judge Navarro found that CORT sufficiently alleged a breach of
contract claim, and accordingly, denied the defendants' motion to
dismiss as to this claim.
CORT further alleged that "Defendants warranted [in section 15 of
the MSA] that products would be free from defects," specifically
defects "in both the materials and the workmanship," and that CORT
has "suffered and continues to suffer damages" as a result of the
defendants' alleged breach. Judge Navarro found that CORT's
allegations sufficiently alleged a breach of the warranty.
Accordingly, the the judge denied the defendants' motion to dismiss
CORT's breach of warranty claim.
Judge Navarro, however, dismissed CORT's claim for specific
performance, but noted that specific performance may still be
available to CORT as a remedy. The judge explained that specific
performance is a form of contractual remedy and not an independent
cause of action.
The defendants sought, in the alternative to dismissal, transfer of
the case to the Central District of California based on improper
venue pursuant to 28 U.S.C. section 1406(a) or 1404(a), despite the
MSA's forum selection clause favoring Nevada.
Judge Navarro, however, held that the MSA governs the parties'
relationship in this instance, and applied the forum selection
clause therein favoring the district of Nevada. The judge
therefore denied the defendants' request to transfer the action to
the Central District of California.
A full-text copy of Judge Navarro's February 22, 2017 order is
available at https://is.gd/NqRqLL from Leagle.com.
Cort Business Services Corporation is represented by:
Cyndie M. Chang, Esq.
Daniel B. Heidtke, Esq.
DUANE MORRIS, LLP
865 South Figueroa Street, Suite 3100
Los Angeles, CA 90017-5450
Tel: (213)689-7400
Fax: (213)689-7401
Email: cmchang@duanemorris.com
dbheidtke@duanemorris.com
-- and --
Adam C. Keating, Esq.
Alice Snedeker, Esq.
Joseph A. Ciucci, Esq.
Kelly L. Whitehart, Esq.
DUANE MORRIS, LLP
1075 Peachtree Street NE, Suite 2000
Atlanta, GA 30309-3929
Tel: (404)253-6900
Fax: (404)253-6901
Email: akeating@duanemorris.com
aesnedeker@duanemorris.com
ciucci@duanemorris.com
klwhitehart@duanemorris.com
-- and --
Dominica C. Anderson, Esq.
DUANE MORRIS, LLP
100 North City Parkway, Suite 1560
Las Vegas, NV 89106-4617
Tel: (702)868-2600
Fax: (702)385-6862
Email: dcanderson@duanemorris.com
Eleven23 Marketing, LLC, Armeh Gharabegian, are represented by:
David R. Euredjian, Esq.
Richard M. Foster, Esq.
LAW OFFICES OF RICHARD M. FOSTER
5429 Cahuenga Boulevard
North Hollywood, CA 91601
Tel: (818)508-1500
Fax: (818)508-1529
-- and --
Rosa Solis-Rainey, Esq.
MORRIS LAW GROUP
900 Bank of America Plaza
300 South Fourth Street
Las Vegas, NV 89101
Tel: (702)474-9400
Fax: (702)474-9422
Email: rsr@morrislawgroupcom
-- and --
Sylvia Sultanyan, Esq.
5429 Cahuenga Blvd
North Hollywood, CA 91601
Lounge 22, LLC, Ethos Design, LLC, are represented by:
Rosa Solis-Rainey, Esq.
MORRIS LAW GROUP
900 Bank of America Plaza
300 South Fourth Street
Las Vegas, NV 89101
Tel: (702)474-9400
Fax: (702)474-9422
Email: rsr@morrislawgroupcom
LS MANAGEMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: LS Management, Inc.
5055 W. Park Boulevard, Ste. 500
Plano, TX 75093
Case No.: 17-40508
Description of Business: Founded in 1995, Ls Management, Inc. is a
mid-sized organization in the restaurants industry located in
Plano, TX. It has 105 full time employees and generates an
estimated $4.1 million in annual revenue.
Chapter 11 Petition Date: March 8, 2017
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Debtor's Counsel: Jeff Carruth, Esq.
WEYCER, KAPLAN, PULASKI & ZUBER, P.C.
3030 Matlock Rd., Suite 201
Arlington, TX 76015
Tel: 713-341-1158
Fax: (866) 666-5322
Email: jcarruth@wkpz.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nicole Omholt, CFO and vice president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txeb17-40508.pdf
LYNEIL MITCHELL: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on March 8 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Lyneil Mitchell Physical
Therapy, P.C.
Lyneil Mitchell Physical Therapy, P.C. d/b/a Revolution Physical
Therapy, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
17-20368) on Feb. 1, 2017. The petition was signed by Dr. Lyneil
Mitchell, president. The case is assigned to Judge Thomas P.
Agresti. The Debtor is represented by Brian C. Thompson, Esq. at
Thompson Law Group, P.C. At the time of filing, the Debtor had
less than $50,000 in estimated assets and $1 million to $10 million
in estimated liabilities.
MAGNESIUM CORP: Court of Appeals Upholds $213M Judgment vs Renco
----------------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal Pro
Bankruptcy, reported that the U.S. Court of Appeals for the Second
Circuit on March 8 upheld a more than $213 million judgment against
billionaire Ira Rennert and his Renco Group, stemming from a
bankruptcy case that began more than 15 years ago.
According to the report, in the Second Circuit's summary order, a
panel of three judges affirmed the September 2015 decision by the
U.S. District Court in New York, upholding a ruling that a trial by
jury was appropriate as were the jury’s findings.
With this decision, creditors of a bankrupt Renco Group subsidiary
owed more than $200 million -- many of whom have been waiting for
repayment since the late 1990s -- could begin to see some
recoveries soon, the report related.
In response to the decision, a representative for the chapter 7
trustee, who in 2003 began unwinding the subsidiary, known as
MagCorp, said his team was "very pleased" and added that "we look
forward to making a distribution to long-suffering creditors," the
report further related.
Before the chapter 7 trustee, Lee Buchwald, can begin distributing
funds to creditors, a few steps remain, the report said.
Mr. Buchwald needs to first, of course, collect the judgment from
Renco and Mr. Rennert, who's personally liable for $29.5 million,
the report added. Creditor claims need also to be analyzed to
determine who's entitled to a distribution, a process Mr. Buchwald
has already begun, the report said, citing his representative.
Also, the U.S. Environmental Protection Agency and other
environmental agencies must file their claims before distributions
can be made, the report noted. The deadline for those agencies is
March 15, the report pointed out.
The appeals cases are LEE E. BUCHWALD, as Trustee for Magnesium
Corporation of America and Related Debtor, Renco Metals, Inc.,
Plaintiff-Appellee-Cross-Appellant, THE RENCO GROUP, INC., a
Delaware Corporation, IRA LEON RENNERT,
Defendants-Appellants-Cross-Appellees, SABEL INDUSTRIES, INC., K.
SABEL HOLDINGS, INC., KPMG PEAT MARWICK LLP, DONALDSON, LUFKIN &
JENRETTE SECURITIES CORPORATION, HOULIHAN LOKEY HOWARD & ZUKIN,
CADWALADER, WICKERSHAM & TAFT, LLP, ROGER L. FAY, JUSTIN W.
D’ATRI, DENNIS A.
SADLOWSKI, MICHAEL C. RYAN, MICHAEL H. LEGGE, RON L. THAYER, TODD
R. OGAARD, LEE R. BROWN, HOWARD I. KAPLAN, KEITH SABEL,
UNIDENTIFIED TRUSTEES, OF TRUSTS ESTABLISHED BY IRA LEON RENNERT,
CREDIT
SUISSE FIRST BOSTON LLC, KPMG LLP, HOULIHAN LOKEY, Defendants, Nos.
15-2691-bk, 15-2962-bk, 15-2971-bk (2d. Cir.).
A full-text copy of the Summary Order dated March 8, 2017, is
available at:
http://bankrupt.com/misc/2d15-2691.pdf
APPEARING FOR PLAINTIFF:
Michael K. Kellogg, Esq.
Gregory G. Rapawy, Esq.
Daniel G. Bird, Esq.
Kellogg, Huber, Hansen, Todd, Evans & Figel, P.L.L.C.
E-mail: mkellogg@kellogghansen.com
grapawy@kellogghansen.com
dbird@kellogghansen.com
-- and --
Scot C. Stirling, Esq.
Beus Gilbert PLLC
Phoenix, Arizona
E-mail: sstirling@beusgilbert.com
APPEARING FOR DEFENDANTS:
E. Joshua Rosenkranz, Esq.
Kevin Arlyck, Esq.
Matthew L. Bush, Esq.
Kelsi Brown Corkran, Esq.
Douglas S. Mintz, Esq.
Brian P. Goldman, Esq.
Orrick, Herrington & Sutcliffe LLP
E-mail: jrosenkranz@orrick.com
karlyck@orrick.com
mbush@orrick.com
kcorkran@orrick.com
dmintz@orrick.com
brian.goldman@orrick.com
About MagCorp
Magnesium Corporation of America, a unit of Renco Group Inc., was
the largest single producer of magnesium in the United States.
The Company filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 01-14312) on
Aug. 2, 2001. The Debtors sold substantially all of their assets
to U.S. Magnesium, LLC, in an 11 U.S.C. Sec. 363 asset sale
transaction. Judge Robert Gerber ordered the case converted to a
Chapter 7 liquidation on Sept. 24, 2003. When the Company filed
for Chapter 11 protection from its creditors, it listed debts and
assets of more than $100 million.
Lee E. Buchwald is the Chapter 7 trustee. He is represented by
Nicholas F. Kajon, Esq., at Stevens & Lee, P.C.
MEDICAL PROPERTIES: S&P Affirms BB+ CCR & Revises Outlook to Neg.
-----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Medical Properties
Trust Inc. and its operating partnership MPT Operating Partnership
L.P. (collectively, Medical Properties Trust) to negative from
stable. At the same time, S&P affirmed its 'BB+' corporate credit
rating and its 'BBB-' issue-level rating on its senior unsecured
notes. The '2' recovery rating is unchanged and reflects S&P's
expectation for substantial recovery (70% to 90%; rounded estimate;
75%) in the event of default.
"The negative outlook reflects our view that heightened liquidity
issues at Medical Properties Trust's sixth-largest tenant, Adeptus
Health Inc., could result in missed rent payments as well as
increased costs if these properties require re-tenanting. Troubled
tenant Adeptus recently filed a 10-K extension, raising doubt about
its ability to continue as a going concern" said credit analyst
Sarah Sherman. "MPT's ability to replace Adeptus as a tenant can
only occur when, amongst multiple additional conditions, contracted
coverage levels are below two times, which potentially leads to
additional uncertainty regarding the timing of tenant replacement.
Trailing-12-month coverage is currently 2.6x for the Adeptus leases
as of Sept. 30, 2016."
The negative outlook on Medical Properties Trust Inc. reflects
S&P's expectation of increased near-term cash flow volatility as
the company navigates the challenges of troubled tenant Adeptus.
Longer term, S&P expects the company will continue to gradually
diversify its portfolio and maintain stable to improving cash flow
as a result of solid rent coverage and low lease rollover. In
addition, S&P expects the company will continue to finance
acquisitions in a leverage-neutral manner.
S&P would consider lowering the ratings of Medical Properties Trust
if troubled tenants lead to either sustained missed rent payments
or potential rent cuts. Additionally S&P would consider lowering
the ratings if Medical Properties Trust aggressively pursues
debt-financed acquisitions such that credit metrics deteriorate.
S&P could lower the ratings if debt to EBITDA rises above 7.5x or
debt to undepreciated capital exceeding 55% on a sustained basis.
S&P could revise the outlook back to stable if Medical Properties
Trust sustains no Adeptus-related hiccups in terms of missed rent
payments or restructured leases. If the company completes less
than forecasted acquisitions, or issues additional equity beyond
S&P's expectation such that debt to EBITDA improves to the mid-6x
area, S&P could also revise the outlook back to stable.
MEDIMPACT HOLDINGS: S&P Affirms B+ CCR & Revises Outlook to Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
pharmacy benefit manager MedImpact Holdings Inc. and revised the
outlook to stable from positive.
At the same time, S&P affirmed its 'BB-' rating on the first-lien
term loan A. The recovery rating on this debt is '2,' indicating
S&P's expectation for very high (70%-90%; rounded estimate: 75%)
recovery in the event of payment default.
"The outlook revision to stable reflects our expectations that
MedImpact's operating performance will moderate over the next
couple of years, given industry headwinds over the near term and a
subsequent more challenging environment for midsized PBM operators
such as MedImpact," said S&P Global Ratings credit analyst James
Uko. Such a scenario would make it less likely that the company
would continue to outperform S&P's base case and reduce debt
leverage over the next 12 months. S&P expects pricing leverage
from larger competitors to put pressure on midsized competitors,
most likely resulting in contract weakness or pricing concessions.
Although S&P believes MedImpact will look to capitalize on the
rising drug price trend, S&P believes higher prices will attract
competitors to the midsized plan sector. Despite MedImpact's
success in generating contract wins from competitors, some regional
strength for each individual PBM exists, and local market presence
serves as negotiating leverage with both pharmaceutical companies
and pharmacy customers. MedIMpact continues to exhibit what S&P
assess as a weak business risk given its limited market share
(approximately 5%) in the highly competitive PBM industry that is
dominated by three major competitors (Express Scripts, CVS
Caremark, and United Healthcare). Currently, MedImpact is the
sixth-largest PBM as measured by annual scripts per year.
The stable rating outlook on MedImpact reflects S&P's expectation
that, despite market volatility, the company will generate leverage
above 2.5x and FFO to debt slightly below 25% through 2018.
S&P would downgrade MedImpact if the company suffered a sustained
EBITDA margin declined of 300 basis points or more. This would
most likely be the result of pricing pressures due to increased
competition or disadvantageous contract renegotiations. S&P could
also lower the rating if the company makes a large debt-financed
acquisition and as a result raises the adjusted leverage above 3x
and pushes FFO to debt to well below 30%. However, S&P views
large-debt financed, net-leveraging acquisition highly unlikely
over the next several quarters, given the company's focus on
organic growth.
S&P could raise the rating if the company outperforms S&P's
base-case projections and sustainably improves EBITDA margins by
more than 400 basis points. This would bring leverage below 2x and
FFO to debt above 30%. This scenario would entail MedImpact
generating greater scale and market share, and greater pricing
leverage relative to larger competitors. Given the market
dominance of the top three competitors (Express Scripts, CVS
Caremark, and United Health) and the unlikelihood that MedImpact
would make a significant, value-add acquisition in the next year,
S&P finds this scenario unlikely.
MEMPHIS LOUIE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Memphis Louie, LLC, as of March
8, according to a court docket.
Memphis Louie, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 17-21092) on February
3, 2017. The petition was signed by Beverly K. Oswald, manager.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
MF GLOBAL: Precluded From Implying PwC Had Public Watchdog Role
---------------------------------------------------------------
William Gorta, writing for Bankruptcy Law360, reports that the U.S.
District Judge Victor Marrero has prohibited MF Global from telling
the jury in the impending trial of its professional malpractice
lawsuit against PricewaterhouseCoopers that the accounting firm had
a public watchdog function outside of its obligations to the
Debtor.
Law360 recalls that PwC asked the Court in February asked Judge
Marrero in February to prevent the Debtor from implying at the
trial that PwC owed a duty to anyone other than the investment
firm.
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810). On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan. As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%. Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company. As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee. Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.
MICHAEL AGNEW: Grant of Summary Judgment for ULC Affirmed
---------------------------------------------------------
The United States Court of Appeals for the Fourth Circuit affirmed
the district court's order related to a forbearance agreement
between Barbara and Michael Agnew and United Leasing Corporation.
On June 2, 2000, the Agnews, their company AGM Development
Corporation, and ULC executed a forbearance agreement to resolve a
dispute over how much the Agnews owed ULC under a promissory note
and several leases. The Agnews agreed to confess judgment in favor
of ULC for up to almost $1.2 million. At the time, the Agnews were
engaged in litigation against Resource Bank, and the forbearance
agreement contemplated their recovery from that litigation as a
means of paying part of the confessed judgment.
On October 3, 2014, the Agnews filed a suit against ULC in
bankruptcy court seeking a determination of the amount they owed to
ULC. The Agnews argued that the confessed judgment was void
because of lack of service, that they had no personal liability
under the terms of the forbearance agreement, and that ULC had
breached the forbearance agreement. The Agnews requested a jury
trial, and the bankruptcy court referred the proceeding to the
district court.
After the district court granted ULC's motion to dismiss the
Agnews' breach of contract claims as barred by the statute of
limitations, both parties filed motions for summary judgment.
On November 13, 2015, the district court granted ULC's motion for
summary judgment, holding that the Agnews had failed to rebut a
presumption that the confessed judgment had been served and that
the Agnews were subject to personal liability under the terms of
the forbearance agreement. The district court also found that
sanctions against the Agnews were justified for their submission of
a heavily redacted transcript from a 2007 litigation because the
redactions appeared to be intentionally misleading, resulted in
confusion in the district court's order, and prolonged the
proceedings.
On appeal, the Agnews first disputed the district court's rejection
of their argument that the confessed judgment was void because it
was never served. The Fourth Circuit, however, held that the
Agnews waived any objection to the service of the confessed
judgment by agreeing to the terms of the forbearance agreement. In
the agreement, the Agnews agreed to appoint an attorney-in-fact to
confess judgment against them and "ratif[ied] and confirm[ed] the
acts of said attorney-in-fact as if done by themselves." In
addition, the Fourth Circuit held that the Agnews' failure to raise
this objection for almost a decade further demonstrates that the
Agnews intended to waive service.
The Agnews next challenged the district court's rejection of their
claim that they were released from personal liability under the
terms of the forbearance agreement. The Fourth Circuit held that
because the Agnews failed to secure a full settlement or a final
unappealable verdict on their litigation with Resource Bank, they
are not released from personal liability under the forbearance
agreement.
The Fourth Circuit found similarly unpersuasive the Agnews' appeal
of their claims that ULC breached the forbearance agreement. As
the district court noted, the Agnews raised ordinary breach of
contract claims based on "events that took place between June 8,
2000 and 2002." Having occurred over five years before the Agnews
brought suit, the appellate court held that these claims are barred
by the statute of limitations.
The Agnews also objected to the sanctions imposed by the district
court. The Fourth Ciruit, however, does not believe that the
district court abused its discretion in imposing the limited
sanctions that it did.
Finally, the Agnews appealed the district court's denial of their
motion for leave to file an untimely brief in opposition to ULC's
motion for summary judgment. The Fourth Circuit found that despite
multiple opportunities to do so, the Agnews have failed to provide
any explanation for their mistake other than the fact that it was a
mistake. Thus, the appellate court held that the district court
did not abuse its discretion in denying the Agnews' motion for
leave to file their untimely brief.
The appeals cases are BARBARA M. AGNEW; MICHAEL R. AGNEW,
Plaintiffs-Appellants, v. UNITED LEASING CORPORATION,
Defendant-Appellee. BARBARA M. AGNEW; MICHAEL R. AGNEW,
Plaintiffs-Appellants, v. UNITED LEASING CORPORATION,
Defendant-Appellee, Nos. 15-2554, 16-1134 (4th Cir.).
A full-text copy of the Fourth Circuit's February 22, 2017 opinion
is available at https://is.gd/IfHAv2 from Leagle.com.
Appellants are represented by:
Steven Scott Biss, Esq.
LAW OFFICE OF STEVEN S. BISS
300 West Main St., Ste. 102
Charlottesville, VA 22903
Appellee is represented by:
Nathaniel Lyle Story, Esq.
R. Webb Moore, Esq.
HIRSCHLER FLEISCHER, P.C.
2100 East Cary Street
Richmond, VA 23223
Tel: (804)771-9500
Fax: (804)644-0957
Email: nstory@hf-law.com
wmoore@hf-law.com
MONEY CENTERS: QCA, Thunderbird Has Sovereign Immunity, Court Says
------------------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy Court
for the District of Delaware granted Thunderbird Entertainment
Center, Inc.'s motion to dismiss the adversary proceeding captioned
MICHAEL ST. PATRICK BAXTER, Solely in his capacity as Chapter 11
Trustee of Money Centers of America, Inc., et al., Plaintiff, v.
THUNDERBIRD ENTERTAINMENT CENTER, INC., a wholly owned entity of
the sovereign Absentee Shawnee Tribe of Oklahoma, Defendant, Adv.
Proc. Case No. 16-50410(CSS)(Bankr. D. Del.).
Judge Sontchi also granted in part, and denied, in part the motion
filed by Quapaw Casino Authority (QCA) to dismiss the adversary
proceeding captioned CASINO CARIBBEAN, LLC, MACAU CASINO, LLC,
MACAU SOUTHCENTER, LLC, and Yakima CARDROOM, LLC, Plaintiffs, v.
MONEY CENTERS OF AMERICA, INC. CHECK HOLDINGS, LLC, Defendants,
Adv. Proc. Case No. 14-50437(CSS)(Bankr. D. Del.).
On March 21, 2014, Money Centers of America, Inc. filed a voluntary
petition with the United States Bankruptcy Court for the District
of Delaware under chapter 11 of title 11 of the Bankruptcy Code.
On May 23, 2014, Money Center's wholly owned subsidiary, Check
Holdings, LLC, filed its voluntary petition under the Bankruptcy
Code. Thereafter, the Court entered an order jointly administering
the Debtors' cases as In re MONEY CENTER OF AMERICA, INC., et al.,
Debtors, Case No. 14-10603(CSS)(Bankr. D. Del.).
On July 7, 2014, four gaming enterprises and creditors of Check
Holdings brought an adversary action seeking to recover funds they
are owed on the basis that such funds are not property of the Check
Holdings' bankruptcy estate. Thereafter, on January 28, 2016, as
it had substantially identical claims to that of the plaintiffs,
the Quapaw Casino Authority (QCA) was granted leave to intervene as
an additional adversary plaintiff in the adversary action. Shortly
thereafter, QCA filed its intervenor complaint. On March 2, 2016,
the Trustee filed its answer and counterclaims seeking to recover
alleged transfers made to QCA, pursuant to Sections 547, 548, and
550 of the Bankruptcy Code. QCA filed a motion to dismiss the
counterclaims on the basis of tribal sovereign immunity.
On March 21, 2016, the Trustee commenced another adversary action
by filing a complaint against Thunderbird Entertainment Center,
Inc. seeking recovery of transfers pursuant to sections 547, 548
and 550 of the Bankruptcy Code made in the 90-days prior to Money
Center's petition date in an amount not less than $220,633.80, as
well as claims disallowance pursuant to section 502 of the
Bankruptcy Code. In response, Thunderbird filed a motion to
dismiss the complaint on the basis of tribal sovereign immunity.
QCA is an alleged governmental subdivision of the Quapaw Tribe of
Oklahoma, a federally recognized Indian tribe and sovereign nation,
which owns and operates the Quapaw Casino in Miami, Oklahoma. QCA
is listed on Check Holdings' bankruptcy schedules as a creditor.
In addition, QCA filed a proof of claim in these cases. On the
other hand, Thunderbird is a wholly owned entity of the Absentee
Shawnee Tribe of Oklahoma, a federal recognized Indian Tribe and
sovereign nation.
Judge Sontchi found that:
(i) this is a facial attack on the Court's subject matter
jurisdiction allowing the Court to review various
documents attached to the pleadings;
(ii) both QCA and Thunderbird are sufficiently related to
their respective Indian tribes to enjoy the tribes'
sovereign immunity; and
(iii) neither Section 106(a) nor Section 101(27) abrogates
QCA's and Thunderbird's sovereign immunity.
Thus, Thunderbird's motion to dismiss will be granted.
Furthermore, as to QCA only, Judge Sontchi found that the Court
does not have sufficient information to determine whether there was
a limited waiver of QCA's sovereign immunity, to the extent of
recoupment only, as to QCA's claims. Although, at most recoupment
would be limited to the amount of QCA's claims against the Money
Center's estate.
Thus, Judge Sontchi granted, in part, and denied, in part, QCA's
motion to dismiss by finding that, indeed, QCA enjoys sovereign
immunity but finding that this sovereign immunity may have been
waived to the extent of recoupment, but only to the extent of QCA's
claims against the estates (i.e. the Trustee will not be able to
recover any amounts in excess of QCA's claims from QCA).
A full-text copy of Judge Sontchi's February 28, 2017 memorandum is
available at:
http://bankrupt.com/misc/deb14-10603-431.pdf
Quapaw Casino Authority of the Quapaw Tribe of Oklahoma is
represented by:
Ricardo Palacio, Esq.
Benjamin W. Keenan, Esq.
ASHBY & GEDDES, P.A.
500 Delaware Avenue
Wilmington, DE 19899
Tel: (302)654-1888
Fax: (302)654-2067
Email: rpalacio@ashby-geddes.com
bkeenan@ashby-geddes.com
-- and --
Daniel E. Gomez, Esq.
CONNER & WINTERS, LLP
4000 One Williams Center
Tulsa, OK 74172-0148
Tel: (918)586-5711
Email: dgomez@cwlaw.com
Thunderbird Entertainment Center, Inc. is represented by:
Susan E. Kaufman, Esq.
LAW OFFICE OF SUSAN E. KAUFMAN, LLC
929 North Market Street Suite 460
Wilmington, DE 19801
Tel: (302)472-7420
Fax: (302)792-7420
Email: skaufman@skaufmanlaw.com
-- and --
Kirk Cullimore, Jr.
LAW OFFICES OF KIRK A CULLIMORE, LLC
644 E. Union Square
Sandy, UT 84070
Tel: (801)571-6611
Chapter 11 Trustee is represented by:
Norman L. Pernick, Esq.
Patrick J. Reilly, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Tel: (302)652-3131
Fax: (302)652-3117
Email: npernick@coleschotz.com
preilley@coleschotz.com
-- and --
Edward E. Neiger, Esq.
Brigette G. McGrath, Esq.
ASK LLP
151 West 46th Street, 4th Floor
New York, NY 10035
Tel: (212)267-7342
Fax: (212)918-3427
Email: eneiger@askllp.com
bmcgrath@askllp.com
-- and --
Joseph L. Steinfeld, Esq.
ASK LLP
2600 Eagan Woods Drive Suite 400
St. Paul, MN 55121
Tel: (651)406-9665
Fax: (651)406-9676
Email: jsteinfeld@askllp.com
-- and --
Benjamin J. Razi, Esq.
Dennis B. Auerbach, Esq.
COVINGTON & BURLING LLP
1201 Pennsylvania Avenue, N.W.
Washington, DC 20004-2401
Tel: (202)662-6000
Email: brazi@cov.com
dauerbach@cov.com
-- and --
Dianne Coffino, Esq.
620 Eighth Avenue
New York, NY 10018
Tel: (212)841-1000
Email: dcoffino@cov.com
About Money Centers
Headquartered in King of Prussia, Pa., Money Centers of America
Inc. (OTC BB: MCAM.OB) -- http://www.moneycenters.com/--
provides cash access services to the gaming industry. The company
delivers ATM, credit card advance, POS debit card advance, check
cashing services and CreditPlus marker services on an outsourcing
basis to casinos. The company also licenses its OnSwitch(TM)
transaction management system to casinos so they can operate and
maintain their own cash access services, including the addition
of merchant card processing.
MONONGAHELA VALLEY: Moody's Cuts Series 2011A/B Bond Ratings to Ba1
-------------------------------------------------------------------
Moody's Investors Service downgrades to Ba1 from Baa2 the
underlying rating assigned to Monongahela Valley Hospital's, PA
(MVH) Series 2011A and 2011B variable rate demand bonds (VDROs)
issued through the Washington County Hospital Authority. The rating
action affects approximately $23.7 million of rated debt. The
outlook remains negative.
The downgrade to Ba1 reflects the magnitude of weaker than
anticipated financial performance and liquidity along with the
unexpected addition of fixed requirements on cash flow from
incremental new debt, though an exchange for pension and operating
lease exposure, narrowing debt coverage and increasing exposure to
risks associated with demand debt. The lower level of operating
performance hampers MVH's flexibility as a small provider in a
highly competitive Pittsburgh market as well as challenges MVH to
reverse underspending on the plant which is vital to remain
competitive. The rating favorably acknowledges MVH's stable market
presence in Washington County and still sufficient coverage of
debt.
Rating Outlook
The negative outlook reflects Moody's expectations that current
weaker levels of operating performance will be insufficient to
support the expected ongoing usage of cash to fund investment in
the plant necessary to maintain MVH's market position in the highly
consolidated and competitive broader market.
Factors that Could Lead to an Upgrade
Material and sustained enterprise growth leading to revenue and
volume gains
Sustainable and meaningful improvement in liquidity measures
Growth in cash-flow to levels commensurate with a Baa3 rating
Factors that Could Lead to a Downgrade
Reduced headroom under covenants
Additional debt or equivalents
Further declines in liquidity
Weaker operating metrics
Legal Security
Security interest in the income and accounts received or receivable
under the bond indenture and a gross revenue pledge under the
master indenture. Monongahela Valley Hospital is the sole member of
the obligated group.
Use of Proceeds. Not applicable.
Obligor Profile
MVH includes a 187-staffed bed acute care hospital located in
Washington County, south of Pittsburgh, PA. The hospital is a
501(c) (3) and the financial statistics above include other
subsidiaries, including an employed physician group and various
outpatient care facilities. In FY 2016 Monongahela hospital had
approximately 7,229 admissions and generated $161.9 million of
operating revenues.
Methodology
The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in November 2015.
MOUNTAIN DIVIDE: Court Extends Plan Filing Thru April 12
--------------------------------------------------------
The Honorable Benjamin P. Hursh has extended the exclusive period
of Mountain Divide, LLC, to file a chapter 11 plan through April
12, 2017. The Debtor's exclusive period to solicit acceptances of
that plan is also extended through June 12, 2017.
As previously reported by The Troubled Company Reporter, the Debtor
asserted that it required the additional time to complete the sale
of its assets, conduct a mediation, and file a plan based on the
outcome of mediation and settlement efforts.
About Mountain Divide
Mountain Divide, LLC filed a chapter 11 petition (Bankr. D. Mont.
Case No. 16-61015) on Oct. 14, 2016. The petition was signed by
Patrick M. Montalban, manager. The Debtor is represented by
Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C. The case
is assigned to Judge Ralph B. Kirscher. The Debtor estimated
assets at $1 million to $10 million and liabilities at $50 million
to $100 million at the time of the filing.
The Debtor hires Roberta Anner-Hughes, Esq. at Anner-Hughes Law
Firm as special counsel.
The official committee of unsecured creditors of Mountain Divide
LLC hires Worden Thane P.C. as legal counsel.
NAVISTAR INTERNATIONAL: GAMCO Asset et al., Stake Down to 9.71%
---------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, GAMCO Asset Management, et al. disclosed that as of
March 1, 2017, they beneficially own 9,529,693 shares of common
stock of Navistar International Corporation representing 9.71% of
the 98,128,860 shares outstanding.
The amendment to Schedule 13D is being filed to reflect a decrease
in the percent of the outstanding shares beneficially owned by the
Reporting Persons which is due to an increase in the shares
outstanding as reported by the Issuer in its Form 10-Q filed on
March 7, 2017. The Reporting Persons beneficially own those
Securities as follows:
Shares of % of Class of
Name Common Stock Common Stock
---- ------------ -------------
GAMCO Asset Management 6,548,348 6.67%
Gabelli Funds, LLC 2,833,200 2.89%
Gabelli & Company Investment
Advisers, Inc. 4,000 0.00%
Mario J. Gabelli 72,200 0.07%
Gabelli Foundation, Inc. 9,000 0.01%
MJG Associates 5,000 0.01%
MJG-IV Limited 2,000 0.00%
Teton Advisors 20,000 0.02%
GBL 200 0.00%
GGCP, Inc. 16,500 0.02%
A full-text copy of the regulatory filing is available at:
https://is.gd/EaS9OQ
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.
Navistar reported a net loss attributable to the Company of $97
million on $8.11 billion of net sales and revenues for the year
ended Oct. 31, 2016, compared with a net loss attributable to the
Company of $184 million on $10.14 billion of net sales and revenues
for the year ended Oct. 31, 2015.
* * *
Navistar carries as 'B3 'Corporate Family Rating (CFR) and stable
outlook from Moody's. Moody's said in January 2017 that Navistar's
ratings reflects the continuing challenges the company faces in
re-establishing its competitive position and profitability in the
North American medium and heavy truck markets.
Navistar carries a 'CCC' Issuer Default Ratings from Fitch Ratings.
Fitch said in January 2017 that the ratings for NAV, Navistar,
Inc., and NFC remain on Rating Watch Positive pending completion of
a strategic alliance between NAV and Volkswagen Truck & Bus GmbH
(VW T&B). The Positive Rating Watch reflects Fitch's expectation
that under terms contemplated for the alliance, NAV would realize
cost synergies, improved liquidity, and strategic opportunities
over the next several years that would support its competitiveness
and operating performance.
As reported by the TCR on March 3, 2017, S&P Global Ratings said
that it raised its corporate credit ratings on Navistar
International Corp. and its subsidiary Navistar Financial Corp. to
'B-' from 'CCC+'. The outlook is stable. The upgrade follows
Navistar's strategic alliance with Volkswagen Truck & Bus, which
includes Volkswagen Truck & Bus' 16.6% equity stake in Navistar,
definitive agreements for the two companies to collaborate on
technology, and the formation of a procurement JV.
NAVISTAR INTERNATIONAL: Reports First Quarter Net Loss of $62-Mil.
------------------------------------------------------------------
Navistar International Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $62 million on $1.66
billion of net sales and revenues for the three months ended
Jan. 31, 2017, compared with a net loss attributable to the Company
of $33 million on $1.76 billion of net sales and revenues for the
three months ended Jan. 31, 2016. Revenues in the quarter declined
by six percent primarily due to lower truck volumes due to soft
Class 8 heavy industry conditions and lower global sales.
As of Jan. 31, 2017, Navistar had $5.39 billion in total assets,
$10.72 billion in total liabilities and a total stockholders'
deficit of $5.32 billion.
First quarter 2017 EBITDA was $63 million, compared to first
quarter 2016 EBITDA of $82 million. This year's first quarter
EBITDA included favorable net adjustments of $8 million, primarily
resulting from a reversal of pre-existing warranty accruals.
Excluding this benefit, adjusted first quarter 2017 EBITDA was $55
million.
"Our results are on track with our plan for the year, and
demonstrate our ability to effectively manage costs at a time of
persistent Class 8 industry headwinds," said Troy A. Clarke,
chairman, president and CEO. "Our order share continues to outpace
our market share, which confirms our confidence in the retail share
improvement to come. At the same time, we are rolling out a steady
stream of new product introductions that are helping us generate
new sales opportunities, and position us to take advantage of the
anticipated Class 8 rebound in the second half."
Navistar finished the first quarter 2017 with $771 million in
consolidated cash, cash equivalents and marketable securities and
$697 million in manufacturing cash, cash equivalents and marketable
securities. The Company took advantage of strong conditions in the
capital markets and generated greater financial flexibility through
a $250 million senior note tack-on in the first quarter, while also
completing a transaction in February to re-price its existing term
loan in order to lower future interest expense.
The Company made progress in all three areas of its business
strategy -- driving operational excellence, growing the core
business and building new sources of revenue.
In the first quarter, Navistar began customer deliveries of its new
International LT Series Class 8, long-haul truck featuring advanced
technologies that deliver unrivaled fuel efficiency, best-in-class
uptime and unparalleled driver appeal. The Company continued its
cadence of new product offerings with the unveiling last week of
its new International A26 engine, which it expects will be the
catalyst that drives improved share in the 13-liter segment, when
it is launched mid-year in the LT Series. Built from the proven
MAN D26 engine platform, this new 12.4-liter engine is designed to
deliver superior fuel efficiency and provide industry-leading
uptime.
Navistar plans to continue to introduce new products every four to
six months through the end of 2018, refreshing its entire product
portfolio, while also expanding it with its re-entry into Class 4/5
vehicles through its collaboration with General Motors. Last
month, the company went into production on its other major project
with this automaker, when it began manufacturing General Motors'
cutaway G van at its Springfield, Ohio plant. In addition to
generating additional revenues, it will also help enhance the
company’s manufacturing capacity utilization.
Another major growth opportunity is OnCommand Connection,
Navistar's industry-leading telematics system, which surpassed
270,000 subscribers at the end of February, and continues to add
new features and services.
Navistar announced last week the closing of its wide-ranging
strategic alliance with Volkswagen Truck & Bus, which included a
$256 million equity investment in Navistar by that company and the
creation of a procurement joint venture and a strategic technology
and supply collaboration, both of which are already up and running.
The Company reiterated it expects the alliance to be accretive
beginning in the first full year, and for cumulative synergies for
Navistar to ramp up to at least $500 million over the first five
years. By year five, it expects the alliance will generate annual
synergies of at least $200 million, and for the annual run rate to
grow materially thereafter.
"Now that the transaction has closed, we can start collaborating
with Volkswagen Truck & Bus to increase our global scale,
strengthen our competitiveness, and provide our customers with
expanded access to cutting-edge products, technology and services,"
Clarke said. "This marks an exciting new chapter in Navistar's
history, and another step in our journey to becoming a stronger,
more profitable company."
The company reiterated and updated its 2017 guidance:
* Retail deliveries of Class 6-8 trucks and buses in the United
States and Canada are forecast to be in the range of 305,000
units to 335,000 units for fiscal year 2017.
* Full-year 2017 revenues are expected to be similar to 2016.
* Full-year 2017 adjusted EBITDA is expected to be higher than
2016.
* Fiscal year end 2017 manufacturing cash is now expected to be
about $1 billion, including the capital injection from
Volkswagen Truck & Bus and a $250 million senior note tack-on
completed in the first quarter 2017.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/QKDOn3
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.
Navistar reported a net loss attributable to the Company of $97
million on $8.11 billion of net sales and revenues for the year
ended Oct. 31, 2016, compared with a net loss attributable to the
Company of $184 million on $10.14 billion of net sales and revenues
for the year ended Oct. 31, 2015.
* * *
Navistar carries as 'B3 'Corporate Family Rating (CFR) and stable
outlook from Moody's. Moody's said in January 2017 that Navistar's
ratings reflects the continuing challenges the company faces in
re-establishing its competitive position and profitability in the
North American medium and heavy truck markets.
Navistar carries a 'CCC' Issuer Default Ratings from Fitch Ratings.
Fitch said in January 2017 that the ratings for NAV, Navistar,
Inc., and NFC remain on Rating Watch Positive pending completion of
a strategic alliance between NAV and Volkswagen Truck & Bus GmbH
(VW T&B). The Positive Rating Watch reflects Fitch's expectation
that under terms contemplated for the alliance, NAV would realize
cost synergies, improved liquidity, and strategic opportunities
over the next several years that would support its competitiveness
and operating performance.
As reported by the TCR on March 3, 2017, S&P Global Ratings said
that it raised its corporate credit ratings on Navistar
International Corp. and its subsidiary Navistar Financial Corp. to
'B-' from 'CCC+'. The outlook is stable. The upgrade follows
Navistar's strategic alliance with Volkswagen Truck & Bus, which
includes Volkswagen Truck & Bus' 16.6% equity stake in Navistar,
definitive agreements for the two companies to collaborate on
technology, and the formation of a procurement JV.
NET ELEMENT: Okays Grants of Equity Awards to Executive Officers
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Net
Element, Inc., approved and authorized on Feb. 28, 2017, grants of
the following equity awards pursuant to the Company's 2013 Equity
Incentive Compensation Plan, as amended:
(i) 120,000 qualified options to acquire shares of the Company
common stock (50% of such options vesting immediately and
the balance 50% of such options vesting in 4 equal
proportions quarterly after the grant date) and 60,466
restricted shares of the Company common stock (50% of such
shares vesting immediately and the balance 50% of such
shares vesting in 4 equal proportions quarterly after the
grant date) to Steven Wolberg, the chief legal officer of
the Company.
(ii) 120,000 qualified options to acquire shares of the Company
common stock (50% of such options vesting immediately and
the balance 50% of such options vesting in 4 equal
proportions quarterly after the grant date) and 12,568
restricted shares of the Company common stock (50% of such
shares vesting immediately and the balance 50% of such
shares vesting in 4 equal proportions quarterly after the
grant date) to Jonathan New, the chief financial officer of
the Company.
Also on February 28, in reliance on applicable exemption from the
securities laws registration requirements and subject to the
Corporation shareholders' approval for purposes of compliance with
the Nasdaq Rule 5635(c), the Committee awarded to Oleg Firer, the
chief executive officer of the Company, 471,388 restricted shares
of the Company common stock as performance bonus. Those restricted
shares will be not issued and will be deemed forfeited if such
shareholders' approval is not obtained until the end of the
Corporation's fiscal year 2017. In the event that such
shareholders' approval is not obtained, the Committee approved in
lieu of the contemplated 471,388 restricted shares, a $450,000 cash
performance bonus to Oleg Firer that would be payable when the
Company has sufficient capital to pay such cash bonus and cover the
Company's on-going monthly operations. Further, the Committee
approved $300,000 cash performance bonus to Oleg Firer, payable
when the Company has sufficient capital to pay such cash bonus and
cover the Company's on-going monthly operations.
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $13.3 million on $40.2 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.2 million on $21.4 million of total revenues for
the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Net Element had $23.39 million in total
assets, $16.82 million in total liabilities and $6.56 million in
total stockholders' equity.
Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.
NET ELEMENT: Secures $348K Funding from Star Equities
-----------------------------------------------------
Net Element, Inc., entered into a Promissory Note with Star
Equities LLC in the principal amount of $348,083 on March 1, 2017.
Pursuant to the Note, Star Equities LLC funded to the Company
$348,083. From and after the date of the Note until the earlier of
(a) Oct. 1, 2018 or (b) that date on which Maker has repaid all
amounts owing hereunder, the principal balance of the Note
outstanding from time to time shall bear interest at the rate of
12% per annum, and thereafter at the lesser of (i) the highest rate
permitted by applicable law or (ii) $150 per day until paid in
full. The Company will be obligated to make 18 interest payments
$3,481 each, followed by one payment on the Maturity Date in the
amount of all outstanding principal and interest. In the event of
any capital raise by the Company not in the ordinary course of
business and that results in funding to the Company in excess of $5
million, the Maturity Date will be accelerated to coincide with the
closing date of such Liquidity Event. Oleg Firer, a principal of
Star Equities LLC, is a director and chief executive officer of the
Company.
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $13.3 million on $40.2 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.2 million on $21.4 million of total revenues for
the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Net Element had $23.39 million in total
assets, $16.82 million in total liabilities and $6.56 million in
total stockholders' equity.
Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.
NEW YORK TIRE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: New York Tire Factory Inc.
25A Dubon Court
Farmingdale, NY 11735
Case No.: 17-71375
Description of Business: New York Tire Factory sells Tires in
Jamaica, NY and Farmingdale, NY.
Chapter 11 Petition Date: March 8, 2017
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Hon. Alan S. Trust
Debtor's Counsel: Michael S Fox, Esq.
Lauren B. Irby, Esq.
OLSHAN FROME WOLOSKY LLP
65 East 55th Street
New York, NY 10022
Tel: 212-451-2300
Fax: 212-451-2222
E-mail: mfox@olshanlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard Entel, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb17-71375.pdf
OMINTO INC: Uplisted to the NASDAQ Capital Market
-------------------------------------------------
Ominto, Inc.'s shares of common stock were approved for listing on
the NASDAQ Capital Market. Trading on the NASDAQ Capital Market
will commence on March 20, 2017, and the company's shares of common
stock will continue to trade under the ticker symbol "OMNT."
"Our listing on NASDAQ is a major corporate milestone for our
company and a testament to the significant progress we have made
over the past few years," stated Michael Hansen, founder and CEO of
Ominto. "We believe that listing on NASDAQ will help broaden our
shareholder base, increase appeal to institutional investors,
provide us with better liquidity and ultimately contribute to
increasing shareholder value. We look forward to our listing day
and are excited about the next chapter of our company's
development."
About Ominto
Ominto, Inc., was incorporated under the laws of the State of
Nevada on June 4, 1999, as Clamshell Enterprises, Inc., which name
was changed to MediaNet Group Technologies, Inc. in May 2003, then
to DubLi, Inc. on Sept. 25, 2012, and finally to Ominto, Inc. as of
July 1, 2015. The DubLi Network was merged into the Company, as
its primary business in October 2009.
Ominto reported a net loss of $10.30 million on $17.69 million of
revenues for the year ended Sept. 30, 2016, compared to a net loss
of $11.69 million on $21.28 million of revenues for the year ended
Sept. 30, 2015.
As of Dec. 31, 2016, Ominto had $65.84 million in total assets,
$44.01 million in total liabilities, $6.62 million in stockholders'
equity and $15.19 million in non-controlling interest.
OUTSOURCING STORAGE: Seeks to Hire Gift & Associates as Accountant
------------------------------------------------------------------
Outsourcing Storage, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to hire an
accountant.
The Debtor proposes to hire Gift & Associates, Certified Public
Accountants to prepare its tax returns and financial statements,
and provide other accounting services related to its Chapter 11
case.
Gift & Associates will charge a flat rate of $950 per month for its
services.
Jason Vathis, a certified public accountant employed with Gift &
Associates, disclosed in a court filing that his firm has no
connection with any creditor or party with actual or potential
interest in the Debtor's case.
The firm can be reached through:
Jason Vathis
Gift & Associates
Certified Public Accountants
1205 Manor Drive, Suite 100
Mechanicsburg, PA 17055
Phone: (717) 766-3555
About Outsourcing Storage
Outsourcing Storage, Inc. is engaged in a warehousing, storage and
shipping business for companies throughout the United States.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M. D. Pa. Case No. 17-00581) on Feb. 13, 2017. The
case is assigned to Judge Robert N. Opel II.
At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $50,000.
Cunningham, Chernicoff & Warshawsky, P.C., has been tapped to serve
as legal counsel to the Debtor.
PARAGON OFFSHORE: Committee Taps Ducera as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors of Paragon Offshore
plc seeks approval from the U.S. Bankruptcy Court in Delaware to
hire a financial advisor.
The committee proposes to hire Ducera Partners LLC to provide these
financial advisory services:
(a) assist in analyzing and evaluating business plans and
forecasts of Paragon Offshore and its affiliates;
(b) assist in assessing the Debtors' enterprise value, debt
capacity and alternative capital structures in light of
their financial projections and the marketable value of
their assets;
(c) conduct a review and determination of unencumbered
assets;
(d) assist in analyzing and evaluating restructuring
scenarios and strategic alternatives of the Debtors and
their potential impact on the committee;
(e) assist the committee, as required, to develop strategies
to maximize recoveries from the Debtors' assets;
(f) assist in the assessment of the Debtors' liquidity and
uses of liquidity and in identifying potential sources of
financing in connection with future transactions;
(g) assist the committee and counsel in reviewing and
evaluating any court papers filed or to be filed by the
Debtors or any other parties;
(h) review and provide analysis of any plan of
reorganization, disclosure statement and liquidation
analysis;
(i) assist in negotiations with respect to any restructuring
transaction or potential litigation;
(j) assist in reviewing and analyzing the Noble spin-off
transaction, the sale-leaseback transaction of Prospector
rigs and any other major acquisitions or dispositions by
the Debtors or any material subsidiary; and
(k) provide testimony in court.
Ducera will receive a monthly cash fee of $150,000, and an
additional deferred fee of $3.5 million payable upon consummation
of any transaction, provided that 50% of any monthly fee amount
payable after the fourth monthly fee earned shall be credited
against the deferred fee.
Joshua Scherer, a partner at Ducera Partners, disclosed in a court
filing that the firm does not represent any entity holding an
interest adverse to the Debtors.
The firm can be reached through:
Joshua S. Scherer
Ducera Partners LLC
499 Park Avenue, 16th Floor
New York, NY 10022
Tel: (212) 671-9700
Email: info@ducerapartners.com
About Paragon Offshore
Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a
global provider of offshore drilling rigs. Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semi-submersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in
England and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
Dec. 18, 2015.
Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.
The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.
The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.
The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP, as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.
No request has been made for the appointment of a trustee or an
examiner in the cases.
On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee and
Young Conaway Stargatt & Taylor, LLP acts as co-counsel.
PARETEUM CORP: To Restructure Senior Secured Debt Obligation
------------------------------------------------------------
Pareteum Corporation has entered into a letter agreement with
Atalaya Capital Management, its senior secured lender, to amend
certain terms of the credit agreement among the parties, dated Nov.
17, 2014, as has been amended from time to time, including, among
others, to extend the maturity date of amounts owed to Dec. 31,
2018, to increase the amount of shares of common stock underlying
the related warrants and to remove any anti-dilution features
related to the Warrants.
"At the end of 2016 we successfully reached a new agreement with
our senior lender under which we were granted more flexible terms
and lower interest rates as a result of the progress we have made
to restructure the business to support future growth. After
meeting with management and further reviewing our strategic plan,
we believe today's amendments to that agreement demonstrate
additional confidence in the execution of our turnaround and the
growing opportunities we are now positioned to capitalize on," said
Hal Turner, Pareteum's executive chairman. "We wish to thank our
lender which continues to work with the Company and look forward to
further demonstrating the underlying improvements in the business
and the value we are creating for our customers, shareholders and
other stakeholders."
"We continue to be impressed by the progress Hal and his team are
making at Pareteum including its relationship with Vodafone, its
largest customer, and the new partners, customers and additional
management talent they have attracted in such a short amount of
time," said Ivan Zinn of Atalaya. "We believe today's amendments
will help support the business' ongoing turnaround and are pleased
by the evidence of growing marketplace demand for its technology,
creating interest that will assist the Company in continuing to
build shareholder value."
Pursuant to the terms of the proposed amendment, the Amended and
Restated Agreement would be amended as follows: (i) a new maturity
date on the $10.1 million of outstanding principal and premiums of
the previously disclosed Amended and Restated Agreement of
Dec. 31, 2018; (ii) a new quarterly amortization schedule
commencing at the end of Q1 2017 through Q4 2018; and (iii) a new
financial covenants package which shall be agreed upon by the
parties by April 30, 2017. Additionally, the Warrants will be
amended as follows: (i) the aggregate amount of shares of common
stock underlying the Warrants will be increased to 1,446,000
(post-reverse split); (ii) the exercise price of the Warrants will
be set at the lesser of (a) $3.25 per share (post-reverse split) or
(b) a 13% discount to the offering price of shares of common stock
in an underwritten public offering of the Company; and (iii) the
anti-dilution sections of the Warrants shall be removed.
The terms of the letter agreement are subject to, and conditioned
upon, among other things, the execution and delivery of a formal
amendment to the Amended and Restated Credit Agreement and
Warrants, a reaffirmation of the parties' obligations thereunder, a
reaffirmation of the security interests and guarantees granted by
certain parties in connection therewith and the consummation of an
equity offering.
A full-text copy of the Letter Agreement is available for free at:
https://is.gd/i4OepJ
About Pareteum Corp
New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known
as Elephant Talk Communications, Inc. -- http://www.pareteum.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 Sept. 30, 2016, Pareteum had $15.26 million in total assets,
$21.66 million in total liabilities and a total stockholders'
deficit of $6.40 million.
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.
PETROQUEST ENERGY: Incurs $9.6 Million Net Loss in Fourth Quarter
-----------------------------------------------------------------
PetroQuest Energy, Inc. reported a net loss to common stockholders
for the quarter ended Dec. 31, 2016, of $9,659,000, or $(0.46) per
share, compared to fourth quarter 2015 net loss to common
stockholders of $64,696,000, or $(3.94) per share. For the year
ended Dec. 31, 2016, the Company reported a net loss to common
stockholders of $96,245,000, or $(5.24) per share, compared to net
loss to common shareholders of $299,929,000, or $(18.45) per share,
for the year ended Dec. 31, 2015. The three and twelve months
ended Dec. 31, 2016, and Dec. 31, 2015, included ceiling test
write-downs totaling $0 and $40,304,000 and $51,944,000 and
$266,562,000, respectively.
Discretionary cash flow for the fourth quarter of 2016 was
$3,591,000 as compared to $3,240,000 for the comparable 2015
period. Net cash flow provided by operating activities for the
fourth quarter of 2016 was $(4,861,000) as compared to $6,126,000
for the comparable 2015 period. For the year ended Dec. 31, 2016,
discretionary cash flow was $597,000 compared to $26,093,000 for
2015. Net cash flow provided by operating activities for the year
ended Dec. 31, 2016, was $(56,598,000) as compared to $30,105,000
for the comparable period.
As of Dec. 31, 2016, Petroquest had $144.86 million in total
assets, $395.95 million in total liabilities and a total
stockholders' deficit of $251.09 million.
Oil and gas sales during the fourth quarter of 2016 were
$16,429,000 as compared to $23,096,000 in the fourth quarter of
2015. For the year ended Dec. 31, 2016, oil and gas sales
decreased 43% to $66,667,000 as compared to $115,969,000 for the
year ended Dec. 31, 2015. Production for the year ended Dec. 31,
2016, was 31% lower than 2015. The reduction in production volumes
during the 2016 period is primarily attributable to the sale of the
Company's Arkoma assets, as well as the significant reduction in
capital spending during 2016. Stated on an Mcfe basis, unit prices
received during the fourth quarter and the year ended Dec. 31,
2016, were 3% higher and 16% lower, respectively, as compared to
the prices received during the comparable 2015 periods.
Lease operating expenses during 2016 totaled $28,508,000, a 29%
reduction from 2015. Lease operating expenses for the fourth
quarter of 2016 were $1.43 per Mcfe as compared to $1.19 per Mcfe
in the fourth quarter of 2015. Lease operating expenses for the
year ended Dec. 31, 2016, were $1.21 per Mcfe as compared to $1.17
for the year ended Dec. 31, 2015. The increases in per unit lease
operating expenses during the 2016 periods is primarily due to the
Arkoma assets sales, which included properties with a lower
relative per unit cost, as well as normal production declines due
to lack of capital expenditures.
Depreciation, depletion and amortization on oil and gas properties
for the fourth quarter of 2016 was $1.11 per Mcfe as compared to
$1.57 per Mcfe in the fourth quarter of 2015. For the year ended
Dec. 31, 2016, DD&A on oil and gas properties decreased to $1.19
per Mcfe from $1.82 per Mcfe for the comparable period of 2015. The
decreases in the per unit DD&A rates during the 2016 periods are
primarily the result of recent ceiling test write-downs.
Interest expense for the fourth quarter of 2016 was $7,522,000, as
compared to $8,770,000 in the fourth quarter of 2015. For the year
ended Dec. 31, 2016, interest expense was $30,019,000 compared to
$33,766,000 for 2015. The decrease in interest expense during the
2016 periods is primarily attributable to a lower debt balance
after the completion of the Company's debt exchange in February
2016 as well as the repayment of the Company's bank debt in June
2015. Cash interest expense during the fourth quarter of 2016
totaled $1,724,000, as compared to $6,800,000 during third quarter
of 2016, reflecting the impact of the debt exchange during
September 2016.
Fourth quarter of 2016 general and administrative expense was
$510,000 higher than the comparable 2015 period as a result of
higher employee related costs, including workforce reduction
charges, and franchise tax expenses. For the year ended Dec. 31,
2016, general and administrative expenses were $5,263,000 higher
than 2015. The increase in general and administrative expense
during the 2016 annual period was primarily the result of
approximately $10.1 million in expenses related to the Company's
two debt exchanges.
Production taxes for the fourth quarter of 2016 totaled $(255,000),
as compared to $167,000 in the fourth quarter of 2015. For the year
ended Dec. 31, 2016, production taxes were $354,000, as compared to
$2,470,000 for the comparable period of 2015. The decreases in
production taxes for the 2016 periods were primarily due to lower
commodity prices during the 2016 periods, the sale of the Company's
Arkoma assets as well as certain severance tax refunds in East
Texas.
"We are beginning to realize the benefit of our September 2016
debt exchange with its PIK feature as evidenced by our fourth
quarter 2016 discretionary cash flow of approximately $4 million
compared to our third quarter discretionary cash flow of
approximately $0.2 million," said Charles T. Goodson, Chairman,
chief executive officer and president. "The impact of reduced cash
interest charges from this exchange coupled with strong expected
production growth and higher strip prices, as compared to 2016,
should generate attractive cash flow metrics throughout 2017 as
compared to our quarterly 2016 results. In addition, we would
expect to see a corresponding improvement to our relative leverage
metrics."
A full-text copy of the press release is available for free at:
https://is.gd/XIGXB8
About PetroQuest
PetroQuest Energy, Inc., is an independent energy company engaged
in the exploration, development, acquisition and production of oil
and natural gas reserves in East Texas, Oklahoma, South Louisiana
and the shallow waters of the Gulf of Mexico. PetroQuest's common
stock trades on the New York Stock Exchange under the ticker PQ.
In its quarterly report for the period ending June 30, 2016, the
Company stated, "Our substantially decreased level of capital
spending has had and is expected to continue to have a negative
impact on our production and cash flow from operating activities.
We expect production to continue to decline throughout 2016 and
when combined with current commodity prices and our existing cost
structure, including 10% interest expense on the $280 million of
debt represented by our 2017 Notes and 2021 Notes, we believe that
we will continue to incur significant losses and negative cash
flow from operating activities for the remainder of 2016. In
addition, $136 million of the indebtedness represented by our 2017
Notes will mature on September 1, 2017 and would be reflected as a
current liability on our September 30, 2016 balance sheet if not
refinanced prior to the filing of our Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2016, which would
raise substantial doubt about our ability to continue as a going
concern," the Company stated in its quarterly report for the period
ended June 30, 2016.
"We are evaluating additional sources of liquidity including asset
sales, joint ventures, exchange offers and alternative financing
arrangements to replace the Credit Agreement, but there is no
assurance that these sources will provide sufficient, if any,
incremental liquidity. We are also evaluating various options to
address the September 2017 maturity of our 2017 Notes as well as
assessing our overall capital structure. These options include
additional public or private exchanges of 2017 Notes for new
secured debt and/or common stock, refinancing the 2017 Notes with
unsecured debt and/or common stock as well as a broader
restructuring of our 2017 and 2021 Notes. To assist the Board of
Directors and management team in evaluating these options, we have
retained Jefferies LLC and Seaport Global as our financial advisors
and Porter Hedges LLP as our legal advisor. There is no assurance
that any refinancing or debt or equity restructuring will be
possible or that additional equity or debt financing can be
obtained on acceptable terms, if at all. If we are unable to
improve our liquidity position, and refinance or restructure our
debt, we may seek bankruptcy protection to continue our efforts to
restructure our business and capital structure. As a part of that
process, we may have to liquidate our assets and may receive less
than the value at which those assets are carried on our
consolidated financial statements."
* * *
PetroQuest Energy carries a 'Caa3' corporate family rating from
Moody's Investors Service.
In October 2016, S&P Global Ratings raised the corporate credit
rating on PetroQuest Energy to 'CCC' from 'SD'. "The upgrade
reflects our reassessment of the company's corporate credit rating
following the exchange of the majority of its outstanding 10%
senior unsecured notes due September 2017 at par," said S&P Global
Ratings credit analyst Daniel Krauss. The negative outlook
reflects the company's current debt leverage levels, which S&P
views to be unsustainable, as well as its less than adequate
liquidity position.
PICO HOLDINGS: Bloggers Comment on UCP's Suspicious 8-K
-------------------------------------------------------
PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a
diversified holding company reporting recurring losses since 2008.
PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water
Company, Inc., a securities portfolio and various interests in
small businesses. PICO has $662 million in assets and $426 million
in shareholder equity. Central Square Management LLC and River Road
Asset Management LLC collectively own more than 11% of PICO. Other
activists at http://ReformPICONow.com/(RPN) have taken to the
Internet to advance the shareholder cause.
The bloggers note that on March 3, 2017, UCP issued "a highly
suspicious 8-K." According to this document, the UCP Board of
Directors adopted an amended and restated Code of Business Conduct
and Ethics so that it "clarifies the Company's policy relating to
the receipt of gifts and entertainment that could influence, or be
perceived to influence, business decisions on behalf of the
Company."
Previously, UCP employees could accept no gifts that could
influence or be perceived to influence business decisions. Now,
under the Amended Code, they can receive gift certificates or gift
cards up to $100 per calendar year.
The bloggers comment: "This seemed suspicious to us, so we called
our Crack Strategist. We said, 'Check this out. Sounds like there
is a gift on the table that someone at UCP really wants.' Our Crack
Strategist responded sarcastically, 'RPN, you haven't learned much
in the last year. It's more like someone at UCP has already
received the improper gift. And now the Code is being amended to
make what was a violation now permissible.'
"We stand corrected."
The bloggers want Michael Cortney, Chairman of UCP, to "explain why
the Board has made this suspicious change to the Code of Business
Conduct and Ethics. The UCP Board should explain to shareowners why
small amounts of potential graft are preferable to zero potential
graft."
The bloggers continue, "The last sentence of the main paragraph
really caught our eye: 'In addition, the Company included a record
retention policy, which outlines the reasons for a retention
policy, the types of documents covered and compliance.'
"Our Crack Strategist commented: 'That sounds serious. That is
highly unusual. There aren't too many reasons why a Board
articulates a document retention policy. And I can't think of any
that would be good.'
"We call on Mr. Cortney to explain why the Board promulgated a
Record Retention Policy."
The bloggers state that a "suspicious pattern is developing."
PICO HOLDINGS: Bloggers Want Share Buyback After Q4 Results
-----------------------------------------------------------
PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a
diversified holding company reporting recurring losses since 2008.
PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water
Company, Inc., a securities portfolio and various interests in
small businesses. PICO has $662 million in assets and $426 million
in shareholder equity. Central Square Management LLC and River Road
Asset Management LLC collectively own more than 11% of PICO. Other
activists at http://ReformPICONow.com/(RPN) have taken to the
Internet to advance the shareholder cause.
According to Max Webb, CEO, PICO "estimates we have approximately
$20 million available to return to shareholders in the near to
intermediate-term."
The bloggers advocate a share buyback: "The PICO Board has a golden
opportunity to create value for owners. As Jon Cukierwar of Robotti
& Company aptly noted, PICO already has a $50 million Board
authorization for share buyback. PICO can repurchase shares right
now.
"Why is this important? Because public buyback announcements
usually drive up the share price, reducing the potential value to
owners. The purchase of shares is an allocation of capital just
like any other. Managements don't seek to pay a higher prices for
factories or raw materials. Why should they trumpet a share
repurchase thereby raising the price of the shares and decreasing
the buyback's economic efficacy?
"They shouldn't.
"PICO can quietly buy back shares today -- as daily volume permits
-- with no further announcement. And it should.
"Many hedgies have assumed a PICO NAV of $22 and up. If they are
remotely right, then $13.35 per share represents amazing value. RPN
hopes that the PICO Board steps hard on the share repurchase pedal
between now and the Q1 Earnings Release date -- when a repurchase
update becomes mandatory. At $13.35, PICO could repurchase almost
7% of shares for $20 million. Ever seen a blogger do a cartwheel?"
Next, the bloggers comment on UCP: "We believe that UCP is worth
$15-$17 per share in a change of control. We believe UCP is worth
$7-$8 per share as a going concern. Pretty much all UCP
shareholders and builder analysts agree with our analysis.
Respected builder research house Zelman & Associates just published
a report on UCP entitled "Improvement Continues But Valuation
Discount Justified."
"The preeminent builder analysts say that UCP deserves to trade at
85% of book value. No other builder, with a debt to capital ratio
in the 40%s, trades at a discount to book.
"If UCP wants to remain independent, it should stand in front of
its majority owner's shareholders and make its case. Messrs. Bogue
and Cortney should be willing to justify their refusal to pursue a
change in control; a preponderance of evidence is against them. The
question these men should answer is the following:
"If investors value UCP at $10.70 per share today and UCP could be
sold for $15 per share tomorrow, explain why continued independence
is rational and economically beneficial for the owners of the
business?
"If UCP can't make a persuasive case, it should form a committee,
hire an investment banker and start fielding bids.
"The deck is stacked against Messrs. Cortney and Bogue. They
recently failed to convince debt buyers of the wisdom of investing
in their firm. If debt investors -- who occupy a superior position
in the capital structure -- can't be persuaded, why should equity
investors be persuaded?"
POWER EQUIPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Power Equipment, LLC
2305 E. Jefferson Street
Phoenix, AZ 85034
Case No.: 17-02136
Type of Business: Single Asset Real Estate
Chapter 11 Petition Date: March 8, 2017
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Paul Sala
Debtor's Counsel: Bert L Roos, Esq.
GERTELL & ROOS, PLLC
5045 N. 12th St, Suite B
Phoenix, AZ 85014
Tel: 602-242-7869
Fax: 602-242-5975
E-mail: blrpc85015@msn.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $1 million to $10 million
The petition was signed by Gerald Booden, managing member.
The Debtor has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/azb17-02136.pdf
REHOBOTH MCKINLEY: Fitch Keeps 2007A Bonds on Rating Watch Negative
-------------------------------------------------------------------
Fitch Ratings maintains the Rating Watch Negative on the following
bonds issued by the New Mexico Hospital Equipment Loan Council on
behalf of Rehoboth McKinley Christian Heath Care Services, Inc.
(RMCHCS), which are currently rated 'B':
-- $5.6 million hospital facility improvement and refunding
revenue bonds, series 2007A.
SECURITY
The bonds are secured by a pledge of revenues and equipment and a
debt service reserve fund.
KEY RATING DRIVERS
MONEY OWED TO STATE: The Rating Watch Negative reflects the
potential effects on the timing of payment of funds that RMCHCS
owes to the State of New Mexico (NM). RMCHCS participates in NM's
Safety Net Care Pool program. Following reconciliation of prior
years' funding amounts, RMCHCS currently owes NM approximately $3.8
million. Management reports ongoing discussions with NM on how and
when these moneys will be paid back.
WEAK LIQUIDITY POSITION: Unaudited fiscal 2016 results show RMCHCS
with approximately $5 million in unrestricted cash and investments,
which translate into 28 days cash on hand (DCOH), 5.8x cushion
ratio, and 69% cash to debt. For its MTI calculations, RMCHCS
includes an additional $600 thousand in restricted cash and cash
equivalents which equates to approximately 31 DCOH and remains
above its DCOH covenant of 30.
SUPPLEMENTAL PAYMENTS ISSUES: In July 2016, RMCHCS received notice
from the federal government that reimbursement received under
Medicare's Low Volume Adjustment program from fiscal 2013 to fiscal
2016 was in error. The notice sought to recoup a portion of
payments for those years. To date, RMCHCS has paid a portion of the
moneys owed and has established a payment plan for the remainder
which is expected to be paid off by October 2019. However, despite
the payments, RMCHCS is still contesting the decision.
SMALL REVENUE BASE: RMCHCS' small revenue base remains a key credit
concern as the hospital has limited flexibility to handle adverse
events.
RATING SENSITIVITIES
IMPACT OF MONEY OWED TO STATE: Given Rehoboth McKinley Christian
Health Care Services' (RMCHCS') weak liquidity and working capital
position, the money owed to the State could result in a violation
of its DCOH covenant and impact RMCHCS' ability to fund operations.
Therefore, details, including timing and structure, of the moneys
owed to the State will be needed to resolve the Rating Watch
Negative.
CREDIT PROFILE
Rehoboth McKinley Cristian Care Services, Inc. is a 60-bed general
acute care hospital located in Gallup, NM (138 miles west of
Albuquerque, NM and 180 miles east of Flagstaff, AZ). Total
operating revenues in fiscal 2016 (unaudited) was $66.5 million.
DISCLOSURE
Rehoboth covenants to provide annual financial statements within 30
days after the approval of the report by the state auditor, which
has usually resulted in fairly late receipts of audits. RMCHDC has
also been posting monthly financial statements on EMMA.
REX ENERGY: Posts $67.4 Million Fourth Quarter Net Loss
-------------------------------------------------------
Rex Energy Corporation announced its fourth quarter and full-year
2016 operational and financial results.
For the three months ended Dec. 31, 2016, Rex Energy reported a net
loss attributable to common shareholders of $67.37 million on
$48.02 million of total operating revenue compared to a net loss
attributable to the Company of $100.45 million on $27.37 million of
total operating revenue for the same period a year ago.
For the year ended Dec. 31, 2016, the Company recognized a net loss
attributable to common shareholders of $108.82 million on $139.01
million of total operating revenue compared to a net loss
attributable to common shareholders of $372.93 million on $138.74
million of total operating revenue for the year ended Dec. 31,
2015.
As of Dec. 31, 2016, Rex Energy had $893.92 million in total
assets, $883.69 million in total liabilities and $10.22 million int
total stockholders' equity.
Operational Update
Warrior North Area
In the Warrior North Area, the company drilled seven gross (2.5
net) wells in 2016, with ten gross (4.1 net) wells fracture
stimulated and 13 gross (5.1 net) wells placed into sales. The
company had no wells drilled and awaiting completion as of
Dec. 31, 2016.
The Company recently placed the four-well Vaughn pad into sales.
The Vaughn wells were drilled to an average lateral length of
approximately 7,200 feet and completed in an average of 37 stages
with average sand concentrations of 2,600 pounds per foot. The
wells produced at an average 24-hour sales rate per well, assuming
full ethane recovery, of 1.5 Mboe/d, consisting of 3.1 MMcf/d of
natural gas, 639 bbls/d of NGLs and 315 bbls/d of condensate. The
wells went on to produce an average 5-day sales rate per well,
assuming full ethane recovery, of 1.3 Mboe/d, consisting of 2.8
MMcf/d of natural gas, 579 bbls/d of NGLs and 289 bbls/d of
condensate. The four Vaughn wells were drilled on the eastern
portion of the Warrior North Area, where condensate yields have
historically been lower than seen in other areas of the field.
Warrior North - Well Level Economics / Type Curve Update
The Company has updated its well-level economics for the Warrior
North Area. In the Warrior North Area, the Company has adjusted
its well-level economics to reflect its increased average lateral
length, strong well performance, reduced cycle times and
adjustments in expected realized prices. In summary, the rate of
return assuming a $3.00 Henry Hub natural gas index price and
$55.00 WTI oil index price has increased from 28% to 47% in the
Warrior North Area. In addition, several of the Company's most
recent Warrior North wells are performing above the Company's
year-end 2016 type curve for the Warrior North Area. The updated
results, as well as a comparison to previous results, are included
on slide 23 of the Company's updated March corporate presentation.
Legacy Butler Operated Area
In the Legacy Butler Operated Area, the company drilled two gross
(1.4 net) wells in 2016, with two gross (1.4 net) wells fracture
stimulated and two gross (1.4 net) wells placed into sales. The
company had no wells drilled and awaiting completion as of
Dec. 31, 2016.
In 2017, the Company plans to drill the four-well Wilson pad in the
Legacy Butler Operated Area, with an estimated average lateral
length of 9,200 feet. The four-well Wilson pad is adjacent to the
two-well Geyer pad, which was drilled to an average lateral length
of 4,200 feet and placed into sales in August 2016. The two-well
Geyer pad had an average 5-day sales rate per well of approximately
7.1 MMcfe/d. The four wells on the Wilson pad are expected to be
placed into sales in the third quarter of 2017.
Moraine East Area
In the Moraine East Area, the Company drilled 11.0 gross (4.5 net)
wells in 2016, with six gross (2.7 net) wells fracture stimulated
and 18 gross (8.7 net) wells placed into sales. The company had
nine gross (3.8 net) wells drilled and awaiting completion as of
December 31, 2016.
The Company recently finished completing the four-well Baird pad,
which was drilled to an average lateral length of approximately
7,140 feet. The pad is expected to be placed into sales at the end
of the first quarter of 2017. The company has also finished
drilling the six-well Shields pad, which was drilled to an average
lateral length of approximately 7,750 feet. The Shields pad is
expected to be placed into sales in the third quarter of 2017. The
company is currently drilling the third of four wells on the
Mackrell pad, which is expected to be drilled to an average lateral
length of approximately 7,630 feet. The Mackrell pad is expected
to be placed into sales in second half of 2017.
The six-well Shields pad and the four-well Mackrell pad will be the
first wells drilled on the eastern portion of the Moraine East
Area. This area is characterized by a thicker Upper Marcellus
formation and the brittle nature of the formation allows for more
effective completions. In addition, the Shields pad and the
Mackrell pad are on trend with the the two-well Lynn pad, which was
drilled in the Legacy Butler perated Area. The two wells were
drilled to an average lateral length of approximately 2,725 feet
and had average 5-day sales rates per well of 6.9 MMcfe/d.
2017 C3+ Natural Gas Liquids Pricing Improvement
During the fourth quarter of 2016, realized C3+ NGL prices, before
the effects of hedging, averaged approximately 56% of WTI oil
prices. The improvement in pricing was driven largely by the
recent improvement in Mont Belvieu prices as well as improved
differentials for NGLs in the northeast. Due to these
improvements, the company now expects full-year 2017 realized C3+
NGL prices to average approximately 50% - 55% of WTI, an
improvement over the previous guidance of 43% - 48%.
Fourth Quarter Financial Results
Unless otherwise noted, results of continuing operations are
presented excluding the results of the Company's Illinois Basin
assets, which have been classified as discontinued operations, for
all periods presented. Fourth quarter and full-year 2016
production includes approximately 9.0 MMcfe/d related to the
Company's recently divested Warrior South assets.
Operating revenue from continuing operations for the three months
ended Dec. 31, 2016, was $48.0 million, which represents an
increase of 75% as compared to the same period in 2015. Commodity
revenues, including settlements from derivatives, were $48.2
million, an increase of 12% as compared to the same period in 2015.
Commodity revenues from natural gas liquids (NGLs) and condensate,
including settlements from derivatives, represented 44% of total
commodity revenues for the three months ended
Dec. 31, 2016.
Lease operating expense (LOE) from continuing operations was $28.7
million, or $1.60 per Mcfe for the quarter, a 15% increase as
compared to the fourth quarter of 2015. The increase on a per unit
basis is related to the commencement of the Company's Gulf Coast
transportation during the fourth quarter of 2016 which was
partially offset by decreased natural gas basis differentials.
General and administrative expenses from continuing operations were
$5.4 million for the fourth quarter of 2016, a 25% decrease on a
per unit basis as compared to the same period in 2015. Cash
general and administrative expenses from continuing operations, a
non-GAAP measure, were $4.3 million for the fourth quarter of 2016,
a 25% decrease on a per unit basis as compared to the same period
in 2015.
Full-Year 2016 Financial Results
Operating revenue from continuing operations for full-year 2016
were $139.0 million, which remained flat as compared to 2015
operating revenue. Commodity revenue, including settlements from
derivatives, were $171.9 million, a decrease of 11% from full-year
2015. Commodity revenue from natural gas liquids (NGLs) and
condensate, including settlements from derivatives, represented 42%
of total commodity revenues for full-year 2016.
LOE from continuing operations was $104.7 million, or $1.46 per
Mcfe for 2016, a 4% year-over-year increase on a per unit basis as
compared to full-year 2015. The increase is due to the
commencement of the Company's Gulf Coast transportation during the
fourth quarter of 2016. The increase in per unit LOE was partially
offset by the decrease in natural gas basis differentials related
to the Gulf Coast transport. General and administrative expenses
from continuing operations were $20.6 million for full-year 2016, a
28% decrease on per unit basis as compared to full-year 2015. Cash
general and administrative expenses from continuing operations, a
non-GAAP measure, were $17.5 million for full-year 2016, a 19%
decrease on per unit basis as compared to full-year 2015.
Production Results and Price Realizations
Fourth quarter 2016 production volumes from continuing operations
were 194.9 MMcfe/d, an increase of 12% over the fourth quarter of
2015, consisting of 120.9 MMcf/d of natural gas, 5.4 MBbls/d of C3+
NGLs, 5.8 Mbbls/d of ethane and 1.1 Mbbls/d of condensate. NGLs
(including ethane) and condensate accounted for 38% of net
production for the fourth quarter of 2016. For full-year 2016,
production volumes increased by 6% over 2015 to 195.3 MMcfe/d,
consisting of 122.1 MMcf/d of natural gas, 5.5 MBbls/d of C3+ NGLs,
5.8 Mbbls/d of ethane and 1.0 Mbbls/d of condensate. NGLs
(including ethane) and condensate accounted for 37% of net
production during 2016.
Including the effects of cash-settled derivatives, realized prices
for the three months ended Dec. 31, 2016 were $2.42 per Mcf for
natural gas, $25.39 per barrel for NGLs (C3+), $8.88 per barrel for
ethane and $37.73 per barrel for condensate. Before the effects of
hedging, realized prices for the three months ended December 31,
2016 were $2.23 per Mcf for natural gas, $27.64 per barrel for NGLs
(C3+), $9.36 per barrel for ethane and $43.13 per barrel for
condensate.
Including the effects of cash-settled derivatives, realized prices
for the twelve months ended December 31, 2016 were $2.23 per Mcf
for natural gas, $20.43 per barrel for NGLs (C3+), $7.80 per barrel
for ethane and $41.64 per barrel for condensate. Before the
effects of hedging, realized prices for the twelve months ended
December 31, 2016 were $1.64 per Mcf for natural gas, $17.97 per
barrel for NGLs (C3+), $7.81 per barrel for ethane and $37.08 per
barrel for condensate.
Full-Year 2016 Capital Investments
For the full-year 2016, net operational capital investments were
approximately $29.5 million. These capital investments funded the
drilling of 20.0 gross (8.4 net) wells, fracture stimulation of
18.0 gross (8.2 net) wells, placing 34.0 gross (16.2 net) wells
into sales and other projects related to drilling and completing
wells in the Appalachian Basin.
Liquidity Update
During the first quarter of 2017, Rex Energy completed the sale of
its Warrior South asset for approximately $30 million; in
conjunction with the completion of the sale, the company received
approval from its bank lenders to maintain the existing $190
million borrowing base. With the additional liquidity from the
sale of the Warrior South asset, the company was able to add
additional wells to the Shields pad and the Wilson pads. The
Shields pad and the Wilson pad are targeting the highest quality
areas of the Moraine East Area and the Legacy Butler Operated Area.
The additional wells per pad will add to greater efficiencies to
the overall well pad costs.
First Quarter and Full-Year 2017 Guidance
First quarter 2017 production, adjusting for the Warrior South
asset sale, would have been approximately 182.0 - 184.0 MMcfe/d.
However, the company experienced delays in the completion of the
four-well Vaughn pad and the four-well Baird pad during the first
quarter of 2017, which resulted in a reduction of 5% to the
Company's expected first quarter 2017 production. Given that the
majority of the wells in the 2017 development plan will be placed
into sales in the second half of the year, the company continues to
expect full-year 2017 average daily production to be in the range
of 194.0 - 204.0 MMcfe/d.
A full-text copy of the press release is available for free at:
https://is.gd/gRQtpJ
A full-text copy of the Corporate Presentation March 2017 Updated
Slides is available at https://is.gd/Zpe4XU
About Rex Energy Corporation
Headquartered in State College, Pennsylvania, Rex Energy is an
independent oil and gas exploration and production company with its
core operations in the Appalachian Basin. The Company's strategy
is to pursue its higher potential exploration drilling prospects
while acquiring oil and natural gas properties complementary to its
portfolio.
As of Sept. 30, 2016, Rex Energy had $925.3 million in total
assets, $849.1 million in total liabilities and $76.13 million in
total stockholders' equity.
Rex Energy reported a net loss attributable to common shareholders
of $372.9 million for the year ended Dec. 31, 2015, compared to a
net loss attributable to common shareholders of $49.02 million for
the year ended Dec. 31, 2014.
* * *
As reported by the TCR on April 6, 2016, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Rex
Energy Corp. to 'SD' from 'CC'. "The downgrade follows Rex's
announcement that it has closed an exchange offer to existing
holders of its 8.875% and 6.25% senior unsecured notes for a new
issue of 8% senior secured second-lien notes due 2020 (not rated)
and shares of common equity," said Standard & Poor's credit analyst
Aaron McLean.
In April 2016, the TCR reported that Moody's Investors Service
downgraded REX Energy's Corporate Family Rating to 'Ca' from
'Caa3', its Probability of Default Rating to Ca-PD/LD from Caa3-PD,
its senior unsecured notes to 'C' from 'Ca'. "The downgrade
reflects the poor overall recovery prospects as indicated by REXX's
PV-10 value. The negative outlook is driven by the weak commodity
price environment, specifically in natural gas pricing, which could
further erode REXX's recovery value," commented Sreedhar Kona,
Moody's senior analyst.
RIVER LANDING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: River Landing Center, LLC
fdba Cornerstone Development Group of Fayetteville,
Inc.
fdba Cornerstone Commercial Properties, Inc.
fdba Liberty Hills, Inc.
fdba Lexington Woods, Inc.
fdba River Glenn at the Cape Fear, Inc
3400 Walsh Parkway
Fayetteville, NC 28311
Case No.: 17-01144
Description of Business: River Landing Center has served the
Fayetteville, NC area since 2009, specializing in commercial and
residential development. River Landing Center is owned by Lawrence
H. Walsh, an army veteran. The company focuses on the development
of land for both commercial and residential construction.
Currently, the company has more than 350 acres under residential
development in the Fayetteville, North Carolina area and a 16-acre
office park. Additionally, River Landing Center serves as the
management company for new home construction in association with
Black River Construction. River Landing Center strives to develop
all of their properties with the unique southern charm that makes
North Carolina so special. Web site: http://www.rlc-inc.net
Chapter 11 Petition Date: March 8, 2017
Court: United States Bankruptcy Court
Eastern District of North Carolina
Fayetteville Division
Judge: Hon. Joseph N. Callaway
Debtor's Counsel: George M. Oliver, Esq.
THE LAW OFFICES OF OLIVER & CHEEK, PLLC
PO Box 1548
New Bern, NC 28563
Tel: 252 633-1930
Fax: 252 633-1950
E-mail: efile@ofc-law.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Kenneth C. Praschan, manager.
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Advanced Mission Systems Deposit $3,709
Gardner Altman $21,875
American State Utility Service Deposit $2,000
Bosh Global Services Deposit $6,530
City of Fayetteville $826,142
Attn: Manager or Agent
433 Hay Street
Fayetteville, NC 28311
City of Fayetteville $168,610
Cumberland County Tax Deposit $137,015
Cyberspace Solutions, LLC Deposit $3,607
ELBIT Systems of America Deposit $600
FDR, Inc. Deposit $1,035
First Citizens Bank $2,507
Grant-Murray Real Estate Lease $20,789
Commission
H4 Enterprises, LLC Deposit $2,000
Lucas Moore Realty, Inc. Deposit $700
Maroon Security Group, LLC $450
Moorman, Kizer & Reitzel $49,161
NorFront Security Group, LLC $400
Rice Security & Consulting, LLC $450
South River Electric Membership Irrevocable $124,466
Letter of
Credit
Swearingen Realty Group LLC Lease $13,858
Commission
ROADRUNNER TRANSPORTATION: Reaches Credit-Facility Amendment Deal
-----------------------------------------------------------------
Roadrunner Transportation Systems, Inc., has reached agreement with
its lender group on an interim credit-facility amendment, which
supports the Company by providing additional working capital loans
and a forbearance provision, while working toward a
previously-announced long-term loan amendment.
"We are very pleased with the progress we are making with our
lender group," said Curt Stoelting, President and Chief Operating
Officer of Roadrunner, in a statement March 6, 2017. "The
short-term amendment helps us to remain focused on serving our
customers and clients and increasing our business as seasonal
working capital needs begin to increase."
"The interim agreement provides us with liquidity to support higher
levels of business activity which typically begin this month," Mr.
Stoelting added. "We view this agreement as a logical step in
completing a long-term loan amendment, which we currently
anticipate completing by the end of March."
Roadrunner Transportation Systems, Inc. (NYSE: RRTS) is an
asset-right transportation and asset-light logistics service
provider.
ROJO ONE: Scott Pelc Buying All Assets for $81,000
--------------------------------------------------
Rojo One, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to authorize the private sale of substantially
all assets to an entity to be formed, managed by Scott Pelc, for
$81,000 plus certain cure costs associated with the Debtor's
assumption and assignment.
An Order has been entered in the case directing the procedural
consolidation and joint administration of the chapter 11 cases of
Rojo One, LLC; Rojo Two, LLC; Rojo Four, LLC; Rojo Five, LLC; and
Rojo Six, LLC (Case No. 16-54348-mlo).
On Oct. 20, 2016, the Debtors filed a voluntary petition for relief
under chapter 11 of the Bankruptcy Code. The Debtors' principal
places of business assets are located in Rochester, Michigan; Novi,
Michigan; Sterling Heights, Michigan; and Birmingham, Michigan.
Debtor Rojo One conducts business out of Novi, Michigan as Duel
Novi and operates as a dueling piano bar. Debtor Rojo Two conducts
business out of Rochester, Michigan as Rojo Mexican Bistro and
operates as a restaurant. Debtor Rojo Four conducts business out
of Sterling Heights, Michigan as Rojo Mexican Bistro and operates
as a restaurant. Debtor Rojo Five conducts business out of
Birmingham, Michigan as Rojo Mexican Bistro and Sidecar Slider Bar
and operates as 2 restaurants. Debtor Rojo Six conducts business
out of Novi, Michigan as Rojo Mexican Bistro and Michigan Beer
Company and operates as 2 restaurants.
Since July 2016, Thomas Hospitality Group was engaged by the Rojo
ownership to market the 5 existing restaurants. Thomas Hospitality
specializes in restaurants, bars and nightclubs, and its employees
are specifically experienced in this industry and have personal
contacts with many of the key players in the hospitality industry.
Thomas Hospitality Group performed a valuation report of the
Debtor.
The Debtor received a Letter of Intent, dated Feb. 28, 2017, from
the Purchaser for the purchase of the said assets. The assets are
currently located at 44375 Twelve Mile Road, Space G-147, Novi
Michigan. The purchase price for the assets is $81,000 plus
certain cure costs associated with the Debtor's assumption and
assignment. The purchase price is subject to increase or decrease
on account of certain prorations and adjustments customarily
prorated between a purchaser and a seller of similar assets. The
Purchaser has made a good faith deposit in the amount of $5,000
which will be credited to the purchase price at Closing.
Except for certain cost to be paid by the Purchaser pursuant to the
Agreement, the Agreement requires that the Debtor deliver the
assets to the Purchaser free and clear of all liens, claims,
interests and encumbrances.
The consummation of the proposed sale to the Purchaser is
conditioned, among other things set forth the entry of a Sale Order
approving the sale by the Court.
A copy of the Letter of Intent and the list of assets to be sold
attached to the Motion is available for free at:
http://bankrupt.com/misc/Rojo_One_128_Sales.pdf
The Debtor has concluded, in its business judgment, that the sale
of the assets to the Purchaser will result in the highest and best
value for the assets, and that the sale of the assets is in the
best interests of the Debtor, the Debtor's estate, and its
creditors. Accordingly, the Debtor asks the Court to approve the
relief sought.
The Debtor asks that Court waives the 14-day stay provision of
Federal Rule of Bankruptcy Procedure 6004(g).
About Rojo One, LLC
Rojo One, LLC and its four affiliates filed Chapter 11 petitions
(Bankr. E.D. Mich. Lead Case No. 16-54348) on Oct. 20, 2016. The
petitions were signed by Daniel R. Linnen, sole member. The
Debtors are represented by Aaron J. Scheinfield, Esq., at
Goldstein Bershad & Fried PC.
The Debtors' cases were procedurally consolidated and are jointly
administered. The cases are assigned to Judge Maria L. Oxholm.
The Debtors each estimated assets at $0 to $50,000. All the
Debtors, except for Rojo Five, estimated liabilities at $500,000
to $1 million. Rojo Five estimated its liabilities at $1 million
to
$10 million.
ROMAN HILL: Seeks to Hire Will B. Geer as Legal Counsel
-------------------------------------------------------
Roman Hill, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire The Law Office of Will B. Geer, LLC to
give legal advice regarding its duties under the Bankruptcy Code,
conduct examination, represent the Debtor in connection with any
proposed bankruptcy plan, and provide other legal services.
The firm's attorneys and legal assistants will charge $325 per hour
and $150 per hour, respectively.
Will Geer, Esq., disclosed in a court filing that he and his firm
does not hold or represent any interest adverse to the Debtor or
its bankruptcy estate.
The firm can be reached through:
Will B. Geer, Esq.
The Law Office of Will B. Geer, LLC
333 Sandy Springs Circle, NE, Suite 225
Atlanta, GA 30328
Phone: (678) 587-8740
Fax: (404) 287-2767
Email: willgeer@willgeerlaw.com
About Roman Hill LLC
Roman Hill, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-53700) on March 1,
2017. At the time of the filing, the Debtor estimated assets of
less than $1 million. No trustee has been appointed in the
Debtor's case.
SEANERGY MARITIME: Expects $11.4M Gain from Credit Termination
--------------------------------------------------------------
Seanergy Maritime Holdings Corp. has entered into a definitive
agreement with one of its senior lenders for the early termination
of a credit facility, which is expected to result into a material
gain and equity accretion for the Company. Upon completion of the
transaction, the gain to the Company is estimated to be
approximately $11.4 million, which represents a reduction of
approximately 29% of the outstanding facility. In addition, this
transaction is expected to result in an accretion of more than 30%
to the total equity of the Company on an adjusted basis1.
Stamatis Tsantanis, CEO of Seanergy commented, "We are very pleased
to announce another important transaction for the Company, which
should result in significant accretion for our shareholders. Not
only are we growing our fleet but we are streamlining our capital
structure to be in a position to further capitalize on a
strengthening dry bulk market. In the past six months Seanergy has
successfully raised funds from the equity capital markets and used
this capital for highly accretive and productive purposes to grow
its platform and enhance shareholder value:
* We acquired two high-quality Capesize vessels at what we
believe to be the lowest value paid by any of our public peers
for similar ships in the last 5 years and grew our fleet's
cargo-carrying capacity by 30%.
* We agreed to the foregoing material reduction of one of our
credit facilities that should have a direct positive effect on
our capital structure resulting in $11.4 million in equity
gains for our shareholders.
Seanergy has become a notable player in dry bulk shipping by
focusing predominantly on Capesize vessels. We strongly believe
that the Capesize segment represents the best fundamentals of the
dry bulk industry. We have been fully consistent in our business
strategy and we shall continue to actively pursue transactions that
are projected to further enhance shareholder value."
The applicable credit facility is secured by one of the Company's
modern Sungdong Capesize vessels. Under the terms of the
agreement, the Company may, until Sept. 29, 2017, satisfy the full
amount of the facility by making a prepayment of the outstanding
facility amount reduced by approximately 29%. The Company plans to
fund the prepayment with cash on hand and amounts drawn down under
a new loan facility which the Company will seek to enter into2.
Subject to entering into the new loan facility, the overall bank
indebtedness of the Company should be reduced by approximately 10%.
The relevant gain from the expected early termination is expected
to be recorded upon closing of the transaction in the second or
third quarter of 2017.
Meanwhile, on March 7, 2017 the Company and one of its
vessel-owning subsidiaries entered into a supplemental agreement to
the secured term loan facility dated Dec. 2, 2015. Under the terms
of the supplemental agreement the secured term loan will now be
repayable in four installments: $2.0 million due April 28, 2017,
$2.0 million due June 30, 2017, $3.0 million due Sept. 29, 2017 and
$32.4 million due May 2, 2018. In addition, the supplemental
agreement waives the application of the minimum required security
cover requirement and all the financial covenant requirements under
the secured term loan facility until May 2, 2018.
About Seanergy
Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities. The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels. Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.
For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Seanergy had US$203.60 million in total
assets, US$184.45 million in total liabilities and US$19.15
million in stockholders' equity.
Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company reports a working capital deficit
and estimates that it may not be able to generate sufficient cash
flow to meet its obligations and sustain its continuing operations
for a reasonable period of time, that in turn raise substantial
doubt about the Company's ability to continue as a going concern.
SEARS HOLDINGS: Has Deal with PBGC to Protect Pension Plans
-----------------------------------------------------------
The Pension Benefit Guaranty Corporation and Sears Holdings
Corporation have reached a new agreement that provides additional
funding and security for the company's two pension plans.
The additional funding and security for the company's defined
benefit pension plans is being provided in connection with the sale
of Sears' Craftsman brand to Stanley Black & Decker. Under the
terms of the agreement with PBGC, the Sears pension plans will
receive rights to a $250 million payment due to Sears in three
years from Stanley Black & Decker and a 15-year income stream
relating to future Stanley Black & Decker sales of Craftsman
products. In addition, Sears will provide PBGC a lien on $100
million of real estate assets.
Sears may use a portion of the additional pension contributions to
offset certain amounts of Sears' required minimum pension funding
contributions in the future.
In March 2016, PBGC and Sears finalized a pension plan protection
agreement, under which Sears agreed to protect the assets of
certain special purpose subsidiaries holding real estate and
intellectual property assets, including the Craftsman brand. The
sale of Craftsman required PBGC's consent, and in exchange for
granting its consent, PBGC and Sears negotiated the additional
funding and security for the Sears pension plans, which cover
nearly 200,000 participants. The non-Craftsman related pension
protections in the March 2016 agreement are unaffected by the new
agreement.
PBGC works with pension plan sponsors to encourage and support the
continuation of their plans. One of the ways PBGC does this is to
monitor transactions or events that may pose an increased risk to
plans and the pension insurance system. If a transaction or other
event could increase the risk of plan failure, PBGC works with the
sponsor to structure meaningful financial protections for plan
participants and the pension insurance program.
PBGC protects the pension benefits of nearly 40 million Americans
in private-sector pension plans. The agency is currently
responsible for the benefits of about 1.5 million people in failed
pension plans. PBGC receives no taxpayer dollars. Its operations
are financed by insurance premiums, investment income, and assets
and recoveries from failed single-employer plans.
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $1.12 billion on $25.14
billion of revenues for the year ended Jan. 30, 2016, compared to
a
net loss of $1.81 billion on $31.19 billion of revenues for the
year ended Jan. 31, 2015.
As of July 30, 2016, Holdings had $10.61 billion in total assets,
$13.30 billion in total liabilities and a total deficit of $2.69
billion.
* * *
In March 2016, Fitch Ratings said it will retain Sears' long term
issuer default rating at 'CC'.
The TCR reported on Dec. 19, 2016, that S&P Global Ratings affirmed
its ratings, including the 'CCC+' corporate credit rating, on Sears
Holdings Corp. "We revised our assessment of Sears' liquidity to
less than adequate from adequate based on the impact of continued
and meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded borrowings,"
said credit analyst Robert Schulz. "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."
As reported by the TCR on Jan. 24, 2017, Moody's Investors Service
downgraded Sears Holdings Corporate Family Rating to 'Caa2' from
'Caa1'. Sears' 'Caa2' rating reflects the company's sizable
operating
losses - Domestic Adjusted EBITDA (as defined by Sears) was a loss
of $884 million in the latest 12 month period.
SEMGROUP CORP: Moody's Rates Proposed Sr. Unsec. Notes Due 2025 B2
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to SemGroup
Corporation's proposed senior unsecured notes due 2025. Proceeds
will be used to retire SemGroup's $300 million senior unsecured
notes issue maturing in 2021 pursuant to a simultaneously announced
tender offer. The B1 Corporate Family Rating (CFR), B1-PD
Probability of Default Rating (PDR), SGL-3 Speculative Grade
Liquidity Rating and stable outlook are not affected by this
action.
"Moody's views the notes issue as an ongoing exercise in managing
SemGroup's financial flexibility, reducing its interest burden and
extending debt maturities," commented John Thieroff, Moody's Vice
President.
Assignments:
Issuer: SemGroup Corporation
-- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5)
RATINGS RATIONALE
The B2 rating on the senior unsecured notes reflects their
subordinate position relative to the company's $1 billion secured
credit facility in the capital structure. The potential priority
secured claim of the revolver relative to the notes results in the
unsecured notes being rated one notch beneath the B1 CFR under
Moody's Loss Given Default Methodology.
SemGroup's B1 CFR reflects the company's limited size and scale
relative to its similarly- and higher-rated peers as well as its
significantly debt-funded growth capital spending program through
2017. The rating also takes into account the increased competition
that will pressure both volumes and rates on the White Cliffs
pipeline, a core asset for the company. The rating is supported by
the high percentage of fee-based services and fixed-margin
transactions, almost 40% of which are take-or-pay contracts, within
strong growth areas that mitigate commodity price volatility and
provide for stable, visible cash flow growth potential. The rating
also benefits from the company's diversified operations and asset
portfolio across several key North American oil and gas basins and
a conservative dividend coverage target of 1.5x.
SemGroup's SGL-3 Speculative Grade Liquidity Rating reflects
adequate liquidity through mid-2018, supported by $939 million
available under its credit facility and $63 million of balance
sheet cash, both as of December 31, 2016. Moody's expects that the
company will rely on its revolving credit facility to fund a
significant portion of its capital spending program in 2017. The
credit facility expires in March 2021 and is governed by three
financial covenants: leverage of no more than 5.5x, interest
coverage of no less than 2.5x, and senior secured leverage of no
more than 3.5x. Moody's expects that the company will remain in
compliance with these covenants through mid-2018. Dividend coverage
is expected to remain strong through 2017 at 1.5x. Following
completion of the proposed tender and repayment of SemGroup's 2021
notes issue, the next maturity will be the $400 million senior
unsecured notes due in 2022.
SemGroup's stable outlook reflects Moody's expectation that the
Maurepas Pipeline will be completed and onstream during the third
quarter (or earlier) and that growth projects will be underpinned
by contracted, fee-based revenues. Ratings could be upgraded if
EBITDA approaches $400 million and leverage appears sustainable at
4x. Debt/EBITDA above 5.5x or sustained dividend coverage below
1.0x would likely lead to a downgrade.
Tulsa, Oklahoma-based SemGroup owns a diverse suite of midstream
assets focused on the gathering, processing, transportation, and
storage of crude oil and natural gas across several major North
American oil and gas basins. As of December 31, 2016, on a
consolidated basis, the company had total assets of $3.1 billion.
The principal methodology used in this rating was Global Midstream
Energy published in December 2010.
SEMGROUP CORP: S&P Assigns 'B+' Rating on $325MM Sr. Unsec. Notes
-----------------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' issue-level rating and
'4' recovery rating to SemGroup Corp.'s $325 million senior
unsecured notes due 2025. The '4' recovery rating on the proposed
notes indicates S&P's expectation of average (30% to 50%; rounded
estimate: 35%) recovery if a payment default occurs.
The company intends to use net proceeds of the offering to fund the
tender of its existing 2021 notes, to redeem any 2021 notes not
purchased in the tender, to pay associated fees and expenses, and
for general corporate purposes. As of Dec. 31, 2016, the company
had about $1.05 billion in reported debt.
Tulsa, Okla.-based SemGroup Corp. is a midstream energy company
with a diversified portfolio of assets in the U.S., Canada, Mexico,
and the U.K. S&P's corporate credit rating on SemGroup is 'B+',
and the outlook is stable.
Ratings List
SemGroup Corp.
Corporate Credit Rating B+/Stable/--
New Rating
SemGroup Corp.
$325 mil sr unsec notes due 2025 B+
Recovery Rating 4(35%)
SERVICE WELDING: Wants to Use Stock Yards' Cash Collateral
----------------------------------------------------------
Service Welding & Machine Company, LLC, doing business as Service
Tanks, seeks permission from the U.S. Bankruptcy Court for the
Western District of Kentucky to use Stock Yards Bank & Trust
Company's cash collateral on an interim basis through March 17,
2017, and provide adequate protection.
SYB has a claim against the Debtor arising from a revolving
promissory note dated July 8, 2013, in the original principal
amount of $500,000 and as modified on Aug. 21, 2014, increasing the
principal balance to $609,967. SYB also has a claim against the
Debtor arising from a line of credit dated July 8, 2013, in the
original principal amount of $700,000. The Loan matured by its
terms on July 8, 2015. The Loan is guaranteed in its payment and
performance by Jeff Androla, Doug Voet, and Jim St. Clair. At the
time of the bankruptcy filing, the amount of the SYB's claim under
the Loan was approximately $786,972.
The Debtor estimates the going concern value of the SYB's claimed
collateral is approximately $308,000.
The Debtor says that the Debtor's use of SYB's Cash Collateral is
essential for its continued operations, and SYB may be entitled to
adequate protection against the deterioration, depreciation,
conversion or loss and diminution in value of their Cash
Collateral.
The Debtor seeks to meet its ordinary and necessary post-petition
expenditures through use of approximately $103,000 of Cash
Collateral.
The Debtor's use of Cash Collateral is imperative to ensure the
Debtor's continued operations and to maximize creditors' recovery.
Use of Cash Collateral preserves the value of Debtor's assets, and
without the use the value of the Debtor's assets will immediately
and substantially diminish. Absent authorization to use the Cash
Collateral, there would be no reasonable prospect that the Debtor
would be able to reorganize successfully in the Chapter 11 case.
Entry of the proposed court order is in the best interests of the
estate and its creditors because use of Cash Collateral will
minimize disruption of the Debtor as a "going concern," and
increases the possibilities for a successful reorganization.
SYB is entitled, pursuant to Sections 361 and 363(e) of the
Bankruptcy Code, to adequate protection of its interests in the
cash collateral to the extent of the diminution in value.
As and for adequate protection in consideration of the Debtor's
continued possession and use of cash collateral, the Debtor will
grant to SYB, replacement liens on all collateral of the same type
and priority as SYB held as valid and properly perfected liens
prior to the Petition Date.
Copies of the motion and the budget are available at:
http://bankrupt.com/misc/kywb17-30485-2.pdf
http://bankrupt.com/misc/kywb17-30485-2b.pdf
About Service Welding & Machine Company
Service Welding & Machine Company, LLC, based in Louisville, KY,
engages in the sale and installation of single and double wall
storage tanks for a variety of industries including petroleum,
chemical, distillery, potable water, industrial, and
food/agriculture. Service Tanks was established in 1928 and was
primarily manufacturing storage tanks and doing repair work.
In 2013, the owners sold the business to Jeff Androla, president,
and two other investors.
The Debtor filed a Chapter 11 petition (Bankr. W.D. Ky. Case No.
17-30485) on Feb. 17, 2017. The Hon. Joan A. Lloyd presides over
the case. In its petition, the Debtor estimated $516,432 in assets
and $2.12 million in liabilities. The petition was signed by Jeff
Androla, president. Charity B. Neukomm, Esq., at Kaplan & Partners
LLP, serves as bankruptcy counsel to the Debtor.
SIAD INC: Case Summary & 8 Unsecured Creditors
----------------------------------------------
Debtor: SIAD, Inc.
fdba Sonic of Colorado
2824 Janitell Road
Colorado Springs, CO 80906
Description of Business: Founded in 1995, SIAD, Inc., is a
corporation with a registered office in Colorado Springs.
Case No.: 17-11733
Chapter 11 Petition Date: March 7, 2017
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Michael E. Romero
Debtor's Counsel: David Warner, Esq.
SENDER WASSERMAN WADSWORTH, P.C.
1660 Lincoln St., Ste. 2200
Denver, CO 80264
Tel: 303-296-1999
Fax: 303-296-7600
Email: david.warner@sendwass.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark Herman, CEO.
A copy of the Debtor's list of eight unsecured creditors is
available for free at http://bankrupt.com/misc/cob17-11733.pdf
SIRGOLD INC: Trustee Taps Maltz Auctions as Broker
--------------------------------------------------
The Chapter 11 trustee for Sirgold Inc. seeks approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
a broker.
Salvatore LaMonica, the bankruptcy trustee, proposes to hire Maltz
Auctions, Inc. to market and sell the Debtor's interest in the real
properties located at 62 West 47th Street, New York, and at 22
Meridian Road, Edison, New Jersey.
The firm will receive compensation in the form of a 5% buyer's
premium.
Maltz Auctions President Richard Maltz disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Richard B. Maltz
Maltz Auctions, Inc.
39 Windsor Place
Central Islip, NY 11722
Phone: 516-349-7022
Fax: 516-349-0105
Email: info@MaltzAuctions.com
About Sirgold Inc.
An involuntary petition was filed on October 21, 2016, against
Sirgold, Inc. by petitioning creditors, B.H.C. Diamonds (USA) Inc.,
Diacurve USA LLC, and JKS Diamond Inc. for relief under Chapter 7.
The case was converted to one under Chapter 11 (Bankr. S.D.N.Y.
Case No. 16-12963) on November 17, 2016.
The case is assigned to Judge Shelley C. Chapman. Gary M. Kushner,
Esq. and Scott D. Simon, Esq. of Goetz Fitzpatrick LLP serve as
bankruptcy counsel.
On December 8, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee is
represented by Pick & Zabicki, LLP. Citrin Cooperman & Company LLP
serves as its accountant.
Salvatore LaMonica, Esq., was appointed as Chapter 11 trustee for
the Debtor.
SKYLINE CORP: Suspends Operations at Elkhart, Indiana Facility
--------------------------------------------------------------
Richard W. Florea, president and chief executive officer of Skyline
Corporation, announced to employees at the Corporation's Elkhart,
Indiana facility that the Corporation has determined to suspend
operations at the Elkhart facility. The suspension is due to the
plant being unable to profitably operate since it opened in June
2016, according to a Form 8-K filing with the Securities and
Exchange Commission.
Despite demand from manufactured housing dealerships and
manufactured housing communities, the leased facility used for
production prevented daily volumes to reach and maintain profitable
efficiencies. The Corporation anticipates having sufficient orders
to maintain production at the Elkhart facility until March 8, 2017.
The majority of the workforce is expected to be terminated shortly
after production ceases.
As of March 7, 2017, due to uncertainty associated with the
disposition of remaining raw material inventory and other factors,
the Corporation is unable to make a good faith determination of an
estimate of (1) the total amount or range of amounts expected to be
incurred in connection with the major types of costs associated
with the suspension of operations at the Elkhart facility (such as
one-time termination benefits, contract termination costs, and
other associated costs), (2) the total amount or range of amounts
expected to be incurred in connection with the action, or (3) the
amount or range of amounts of the charge that will result in future
cash expenditures. The Corporation will file an amended report on
Form 8-K in connection with the Corporation's determination of
those estimates or range of estimates.
About Skyline Corp
Skyline Corporation was originally incorporated in Indiana in 1959,
as successor to a business founded in 1951. Skyline Corporation
and its consolidated subsidiaries designs, produces and markets
manufactured housing, modular housing and park models to
independent dealers and manufactured housing communities located
throughout the United States and Canada. Manufactured housing is
built to standards established by the U.S. Department of Housing
and Urban Development, modular homes are built according to state,
provincial or local building codes, and park models are built
according to specifications established by the American National
Standards Institute.
For the fiscal year ended May 31, 2015, the Company reported a net
loss of $10.41 million compared to a net loss of $11.9 million for
the year ended May 31, 2014.
As of Nov. 30, 2016, Skyline had $57.72 million in total assets,
$32.38 million in total liabilities and $25.34 million in total
shareholders' equity.
Crowe Horwath LLP, in Fort Wayne, Indiana, issued a "going concern"
qualification on the consolidated financial statements for the year
ended May 31, 2015, citing that the Company has incurred recurring
operating losses and negative cash flows from operating activities.
The Company has a line of credit in place, however prospective
debt covenant violations may limit the Company's ability to access
these funds which would impact its liquidity. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
SONIC AUTOMOTIVE: S&P Assigns 'B+' Rating on $250MM Sr. Sub. Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '5'
recovery rating to Charlotte, N.C.-based auto retailer Sonic
Automotive Inc.'s $250 million senior subordinated notes due 2027.
The '5' recovery rating indicates S&P's expectation for modest
recovery (10%-30%; rounded estimate: 15%) in the event of a payment
default.
The company has stated that it will use the proceeds from this
issuance to redeem all of its outstanding 7.0% senior subordinated
notes due 2022 and pay related fees and expenses. Sonic will use
any remaining amount for general corporate purposes, including
acquisitions and share repurchases.
The notes and the guarantees will be general unsecured senior
subordinated obligations of Sonic and will be subordinated to all
of the company and its guarantors' existing and future senior debt.
In addition, the notes will be structurally subordinated to all of
the liabilities of its subsidiaries that are not guaranteeing the
notes.
S&P's ratings on Sonic reflect the company's high degree of
variable costs and multiple revenue sources, as well as its current
debt leverage and cash flow generation.
RATINGS LIST
Sonic Automotive Inc.
Corporate Credit Rating BB-/Stable/--
New Rating
Sonic Automotive Inc.
$250M Snr Sub Nts due 2027 B+
Recovery Rating 5(15%)
SUFFERN INTERNATIONAL: Case Summary & Unsecured Creditor
--------------------------------------------------------
Debtor: Suffern International Equities Inc.
14 Cloverdale Lane
Monsey, NY 10952
Case No.: 17-22349
Description of Business: Suffern is an investment company owned by
Simi Weintraub.
Suffern has a fee simple interest in investment property located at
1025 Route 17M,
Blooming Grove, NY, valued at $1,025,000.
Chapter 11 Petition Date: March 8, 2017
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Judge: Hon. Robert D. Drain
Debtor's Counsel: Robert S. Lewis, Esq.
LAW OFFICE OF ROBERT S. LEWIS, PC
53 Burd Street
Nyack, NY 10960
Tel: (845) 358-7100
Fax: (845) 353-6943
Email: robert.lewlaw1@gmail.com
Total Assets: $1.02 million
Total Liabilities: $450,000
The petition was signed by Simi Weintraub, president.
The Debtor listed County of Orange Tax Department as its unsecured
creditor holding a claim of $450,000.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb17-22349.pdf
SULLIVAN VINEYARDS: Taps Steven M. Olson as Legal Counsel
---------------------------------------------------------
Sullivan Vineyards Corporation seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
legal counsel.
The Debtor proposes to hire the Law Office of Steven M. Olson to
give legal advice regarding its duties under the Bankruptcy Code,
and provide other legal services related to its Chapter 11 case.
Steven Olson, Esq., and his associate will charge $475 per hour and
$275 per hour, respectively.
Mr. Olson disclosed in a court filing that his firm does not hold
or represent any interest adverse to the Debtor's bankruptcy
estate.
The firm can be reached through:
Steven M. Olson, Esq.
Law Office of Steven M. Olson
100 E Street, Suite 104
Santa Rosa, CA 95404
Tel: (707) 575-1800
Fax: (707) 575-1867
Email: smo@smolsonlaw.com
About Sullivan Vineyards
Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr.
N.D. Cal. Case No. 17-10065), on February 1, 2017. The petition
was signed by Ross Sulliva, CEO. The case is assigned to Judge
Alan Jaroslovsky. The Debtor estimated assets at $1 million to $10
million and liabilities at $10 million to $50 million at the time
of the filing.
SWEPORTS LTD: Court Quashes Writs to Levy on UMF Stock
------------------------------------------------------
Judge A. Benjamin Goldgar of the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division, granted the
motions filed by Sweports, Ltd., Anthony DiVincenzo, and Ariel
Weissberg to quash the writs of execution issued on January 2017.
The writs directed the U.S. Marshal to levy on the stock of
Sweports' only subsidiary, UMF Corporation.
After the dismissal of Sweports' chapter 11 case, counsel for the
official committee of unsecured creditors, Neal Wolf, Esq., and the
committee's financial consultant, Pierre Benoit, applied to be
compensated for their work. The applications were denied as moot
because the case had been dismissed, but that decision was
reversed, and the case was remanded to address the applications.
On remand, the applications were granted in part, and Wolf and
Benoit were awarded fees and expenses.
Wolf and Benoit registered the fee award with the Illinois state
court as a judgment and sought to levy on the stock of UMF, but
their efforts met with little success. Impatient with their lack
of progress in the state court, Wolf and Benoit returned to the
bankruptcy court and had writs of execution issued directing the
U.S. Marshal to levy on the UMF stock.
Sweports and two of its creditors, DiVincenzo and Weissberg, moved
to quash the writs.
Judge Goldgar granted the motions to quash, finding that the court
lacks subject matter jurisdiction to entertain Wolf and Benoit's
collection proceedings. The judge found that the court lacks
subject matter jurisdiction to enforce the fee award because the
Seventh Circuit said in its opinion reversing the denial of Wolf's
and Benoit's applications that the bankruptcy court's jurisdiction
does not extend to enforcement of an award.
A full-text copy of Judge Goldgar's February 28, 2017 memorandum
opinion is available at:
http://bankrupt.com/misc/ilnb12-14254-881.pdf
About Sweports
Sweports, Ltd., owns patents and a subsidiary called UMF
Corporation that manufactures antimicrobial cleaning products; UMF
apparently is Sweports' principal asset. An involuntary Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-14254) was filed against
Sweports, Ltd., based in Skokie, Illinois, on April 9, 2012.
Sweports, Ltd., is represented by Ariel Weissberg at Weissberg &
Associates, Ltd. The creditors who signed the involuntary petition
are Michael J. O'Rourke, Michael C. Moody and John A. Dore,
judgment creditors who assert they are each owed $345,000. Neal L.
Wolf, Esq., at Neal Wolf & Associates, LLC, represents the
petitioning creditors. On Nov. 21, 2012, the Court entered an
Order for Relief in the case.
Since then, Sweports has been managing its assets as a debtor-in-
possession. Judge A. Benjamin Goldgar is presiding over the case.
On Dec. 12, 2012, the Office of the United States Trustee for the
Northern District of Illinois appointed these creditors to serve
on the Committee: Lee N. Abrams, John A. Dore, Michael C. Moody,
Michael O'Rourke and Perkaus & Farley, LLC. Mr. Moody is the
Chairperson. The Committee retained Neal Wolf & Associates, LLC,
as counsel.
Both Sweports and the Official Committee filed plans of
reorganization. The bankruptcy judge rejected both plans. The U.S.
Trustee then moved that Sweports' bankruptcy either be converted
from Chapter 11 to Chapter 7 (liquidation) or dismissed. Neither
Sweports nor the creditors favored conversion, and so the
bankruptcy judge dismissed the bankruptcy on April 30, 2014.
T-3 MOTION: Simon & Edwards Replaces TAAD LLP as Accountants
------------------------------------------------------------
T3 Motion, Inc. notified TAAD LLP on Dec. 22, 2016, that it was
dismissed as the Company's independent registered public accounting
firm. The Company's board of directors ratified and approved the
decision to change its independent accountant.
During the fiscal years ended Dec. 31, 2012 and Dec. 31, 2011, and
during the subsequent interim period through the effective date of
TAAD's dismissal as the Company's independent accountant, the
Company: (i) had no disagreements with TAAD on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of would have caused them to make reference to
this subject matter of the disagreements in connection with their
report on the registrant's financial statements for those periods;
and (ii) there were no "reportable events" as such term as
described in Item 304(a)(1)(v) of Regulation S-K, promulgated under
the Securities Exchange Act of 1934, as amended, except that the
registrant's internal control over financial reporting was not
effective due to the existence of material weaknesses in the
registrant's internal control over financial reporting, as
disclosed in a Form 8-K filing with the Securities and Exchange
Commission.
On Jan. 4, 2017, the Company's board of directors approved the
appointment of Simon & Edwards, LLP as the Company's new
independent accountant pursuant to the engagement letter of S&E
dated Dec. 12, 2016. During the fiscal years ended Dec. 31, 2012
and Dec. 31, 2011, and in the subsequent interim period preceding
S&E's engagement, the Company did not consult with S&E on: (i) the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that may
be rendered on the registrant's financial statements, and S&E did
not provide either a written report or oral advice to the
registrant that was an important factor considered by the
registrant in reaching a decision as to any accounting, auditing,
or financial reporting issue; or (ii) on any matter that was either
the subject of any disagreement, as defined in Item 304(a)(1)(v) of
Regulation S-K and the related instructions, or a reportable event
within the meaning set forth in Item 304(a)(1)(v) of Regulation
S-K.
About T3 Motion
Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.
T3 Motion reported a net loss of $21.5 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.
"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006). Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013. These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.
The Company's balance sheet at Sept. 30, 2013, showed $2.50
million in total assets, $11.3 million in total liabilities and a
$8.81 million total stockholders' deficit.
T-3 MOTION: Ying Jie Xu Quits from Board
----------------------------------------
Ying Jie Xu resigned from T3 Motion, Inc.'s board of directors
effective Jan. 4, 2017. Mr. Xu's decision to resign was not the
result of any material disagreement with the registrant on any
matter relating to the Company's operations, policies or practices,
according to a Form 8-K filing with the Securities and Exchange
Commission.
About T3 Motion
Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.
T3 Motion reported a net loss of $21.5 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.
"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006). Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013. These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.
The Company's balance sheet at Sept. 30, 2013, showed $2.50
million in total assets, $11.3 million in total liabilities and a
$8.81 million total stockholders' deficit.
TASEKO MINES: S&P Raises CCR to 'B-' on Improved Operating Results
------------------------------------------------------------------
S&P Global Ratings said raised its long-term corporate credit and
issue-level ratings on British Columbia-based copper producer
Taseko Mines Ltd. to 'B-' from 'CCC+'. The outlook is stable.
At the same time, S&P Global Ratings raised its issue-level rating
on Taseko's unsecured notes to 'B-' from 'CCC' and revised its
recovery rating on the notes to '4' from '5'. A '4' recovery
rating corresponds with average (30%-50%, rounded estimate 30%)
recovery in the event of default.
"The upgrade reflects material improvement in Taseko's cash flows
in 2016 and our expectation that the company will generate
meaningful free cash flows in 2017," said S&P Global Ratings credit
analyst Jarrett Bilous.
Taseko significantly increased its earnings and cash flow in its
latest (fourth) quarter (2016), benefiting from higher realized
copper prices and unit cash cost reduction. S&P considers the cost
improvement to be sustainable this year, and estimate the company
will generate materially lower leverage ratios and positive free
cash flow in 2017.
S&P no longer considers Taseko's capital structure as
unsustainable, mainly related to the increase in the company's cash
position and prospective improvement in leverage. The company is
evaluating options to repay its debt, which could include early
retirement of a portion of amounts outstanding (bonds are trading
close to par at present) or repayment of all or a portion of
Taseko's US$70 million credit facility. S&P also believes that the
company's access to the equity markets has improved given the
significant increase in stock price, which provides additional
financial flexibility. In S&P's view, these factors improve the
potential for refinancing--particularly if copper prices remain
above our current assumption for this year--and reduce the risk of
a future distressed exchange.
S&P continues to view Taseko's financial risk profile as highly
leveraged but consider the company's prospective credit measures to
be at the stronger end of this assessment, led by expected earnings
and cash flow growth.
Notwithstanding the improvement in Taseko's financial position, S&P
expects the company's credit profile to continue to exhibit a high
degree of volatility. The company's credit ratios and cash
position can materially change from relatively modest fluctuations
in copper prices, unit cash costs, and the
U.S.-dollar/Canadian-dollar exchange rate. For example, a 20
U.S.-cent decline in average realized copper price relative to our
US$2.30 per pound assumption in 2017 (all else being equal)
increases adjusted debt-to-EBITDA by about 2x in 2017. In
addition, interest coverage drops below 2x in this scenario.
The stable outlook on Taseko reflects S&P Global Ratings'
expectation that the company's credit measures and liquidity will
improve materially in 2017, led by improved cash costs amid a
relatively favorable copper price environment. S&P expects the
company's average adjusted debt-to-EBITDA ratio to be about 5x in
2017 with liquidity that it considers adequate.
S&P could lower the rating if, over the next 12 months, it believes
Taseko's capital structure is unsustainable and no longer believe
the company will refinance its debt maturing in 2019. In this
scenario, S&P would expect leverage to sharply increase and
liquidity to deteriorate, likely related to a decline in average
copper prices below S&P's current price assumption,
higher-than-expected cash costs of production, or operational
disruptions that materially reduce output.
Although unlikely, S&P could upgrade the company within the next 12
months if S&P believes Taseko can generate an adjusted
debt-to-EBITDA ratio sustainably below 4x while maintaining
adequate liquidity. In this scenario, S&P would expect Taseko to
generate stronger-than-expected cash costs and output, with higher
realized average copper prices. S&P would also likely require the
company to address its debt maturities in 2019 before contemplating
an upgrade.
TERMA-PRAXIS: Taps Jason A. Burgess as Legal Counsel
----------------------------------------------------
Terma-Praxis, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire legal counsel in connection
with its Chapter 11 case.
The Debtor proposes to hire The Law Offices of Jason A. Burgess,
LLC to give legal advice regarding its duties under the Bankruptcy
Code, assist in the preparation of a bankruptcy plan, and provide
other legal services.
The firm's hourly rate for attorney services is $295. Paralegal
time will be billed at $75 per hour.
Jason Burgess, Esq., disclosed in a court filing that he does not
represent any interest adverse to the Debtor or its bankruptcy
estate.
The firm can be reached through:
Jason A. Burgess, Esq.
The Law Offices of Jason A. Burgess, LLC
1855 Mayport Road
Atlantic Beach, FL 32233
Phone: (904) 372-4791
Fax: (904) 853-6932
About Terma-Praxis LLC
Terma-Praxis, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-00710) on March 2,
2017. The case is assigned to Judge Paul M. Glenn. At the time of
the filing, the Debtor estimated assets of less than $100,000 and
liabilities of $1 million.
TERRAFORM POWER: Moody's Affirms B3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
(CFR) and Caa1 Senior Unsecured Ratings of both TerraForm Power
Operating LLC (TPO) and TerraForm Global Operating LLC (TGO) and
changed the rating outlook positive from negative. The change in
rating outlook reflects the March 7, 2017 agreements for TPO and
TGO to be acquired by Brookfield Asset Management (Brookfield, Baa2
stable).
TPO and TGO are subsidiaries of TerraForm Power Inc. (TERP: not
rated) and TerraForm Global Inc., (GLBL: not rated) respectively,
which are both controlled affiliates of SunEdison Inc (SUNE, not
rated). The sale of TPO and TGO is a component of SUNE's bankruptcy
reorganization plans.
Outlook Actions:
Issuer: TerraForm Global Operating, LLC
-- Outlook, Changed To Positive From Negative
Issuer: TerraForm Power Operating LLC
-- Outlook, Changed To Positive From Negative
Affirmations:
Issuer: TerraForm Global Operating, LLC
-- Probability of Default Rating, Affirmed B3-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
-- Corporate Family Rating, Affirmed B3
-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD 5)
Issuer: TerraForm Power Operating LLC
-- Probability of Default Rating, Affirmed B3-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-4
-- Corporate Family Rating, Affirmed B3
-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5)
RATINGS RATIONALE
"The positive outlook reflects the pending elimination of contagion
risks stemming from SUNE's bankruptcy process and ownership by a
financially stable sponsor with a robust pipeline of projects",
said Swami Venkataraman, Senior Vice President at Moody's. "The
ultimate credit impact stemming from the acquisition will depend
upon the capital structure and financial policies implemented by
Brookfield."
The transactions, each of which is subject to their respective
shareholder, regulatory and legal approvals, are expected to close
in the second half of 2017.
Brookfield was already TERP's largest shareholder after SUNE. The
proposed transaction calls for Brookfield to own 51% of Terraform
Power shares, and become TPO's sponsor, controlling shareholder and
owner of incentive distribution rights currently held by SUNE.
Brookfield will purchase 51% of TerraForm Power for $11.46/share,
payable as a special dividend of $1.94/sh plus either $9.52/sh in
cash or 1 share in post-transaction TERP. Brookfield will also
provide TERP with a 3500 MW ROFO pipeline of projects and a $500
million acquisition financing facility to support future growth.
Brookfield currently owns a robust portfolio of approximately 10.7
GW in Hydro, solar and wind projects through its subsidiary
Brookfield Renewable Energy Partners L.P. (BEP, unrated). BEP's
renewable assets are located in North America, Latin America and
Europe. Brookfield will purchase 100% of the shares of GLBL for
$5.1 per share in cash, which represents a premium of approximately
20% to TerraForm Global's closing share price on March 6, 2017,
plus the assumption of $455 in net debt.
OUTLOOK
The positive outlook reflects the proposed acquisition by
Brookfield, and the elimination of contagion risks associated with
its existing sponsor, SUNE, and SUNE's bankruptcy.
WHAT COULD CHANGE THE RATING UP
The ratings of TPO and TGO could be upgraded if the announced
transaction closes as expected, and TPO and TGO's financial profile
improve. Although the financial strength of Brookfield indicates
potential for a multi-notch upgrade, the final outcome will be
influenced by the leverage and financial policies implemented by
Brookfield.
WHAT COULD CHANGE THE RATING DOWN
TPO and TGO's outlooks could be revised to negative again if the
Brookfield transaction is not consummated as it would once again
expose the companies to the contagion risks of the SUNE bankruptcy.
TOISA LIMITED: MT United Journey Now Chartered by Petraco
---------------------------------------------------------
Toisa Limited on March 8, 2017, disclosed that its vessel the MT
United Journey has been fixed to load out of West Africa for Italy.
The MT United Journey was released on February 21st from St.
Eustatius in the Caribbean Netherlands, where it had been idled
following its arrest by Citibank N.A. on Dec. 24, 2016.
The MT United Journey has been chartered by Petraco, an
international oil trader. Toisa welcomes this important and
visible milestone in its restructuring process, which also reflects
its continuing status as the transporter of choice for leading
global oil traders and companies.
Toisa's operations remain smooth and uninterrupted as the Company
works cooperatively with its stakeholders on a financial
restructuring plan following its voluntary Chapter 11 filing in
January in New York.
About Toisa Limited
Toisa Limited filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 17-10184) on Jan. 29, 2017. Togut, Segal & Segal
LLP serves as counsel to the Debtor. In its petition, the Debtor
estimated $1 billion to $10 billion in both assets and liabilities.
The petition was signed by Richard W. Baldwin, deputy chairman.
TOLL BROTHERS: S&P Rates New Senior Notes Due 2027 'BB+'
--------------------------------------------------------
S&P Global Ratings said it assigned its 'BB+' issue-level rating
and '3' recovery rating to Toll Brothers Finance Corp.'s proposed
offering of senior notes due 2027. S&P's '3' recovery rating
indicates its expectation for meaningful (50% to 70%; rounded
estimate: 65%) recovery in the event of a default.
The company intends to use proceeds from the offering for general
corporate purposes, which may include repayment of debt. The notes
will be unsecured and will rank equally with all of the existing
and future unsecured and unsubordinated debt of Toll Brothers
Finance.
S&P's 'BB+' corporate credit rating on Toll Brothers Inc. and Toll
Brothers Finance Corp. reflects S&P's view of the companies'
business risk as satisfactory and financial risk as significant.
S&P expects Toll Brothers, which has a leading market position in
the U.S. luxury housing segment, to improve leverage below 4x
EBITDA over the next 12 months.
Ratings List
Toll Brothers Inc.
Toll Brothers Finance Corp.
Corporate Credit Rating BB+/Stable/--
New Rating
Toll Brothers Finance Corp.
Senior Unsecured
Senior notes due 2027 BB+
Recovery Rating 3(65%)
TOWNCENTER PLAZA: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on March 8 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of TownCenter Plaza, LLC.
Based in San Marino, California, TownCenter Plaza LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Calif. Case No. 17-00623) on February 2, 2017. The petition was
signed by Rebecca Chiu, administrator. The case is assigned to
Judge Louise DeCarl Adler.
At the time of the filing, the Debtor disclosed $19.16 million in
assets and $12.28 million in liabilities.
VANITY SHOP: Shutters All 137 Stores; GOB Sales Ongoing
-------------------------------------------------------
Vanity Shop of Grand Forks, Inc., is closing all 137 of its Vanity
stores, providing shoppers in 27 states with significant discounts
on over $29 million (at MSRP) of women's and juniors' apparel and
accessories. Tiger Capital Group, which provides asset valuation,
advisory and disposition services to a broad range of retail,
wholesale, and industrial clients, is conducting the
going-out-of-business sale, which is now underway.
The announcement follows the company's filing of a voluntary
petition for Chapter 11 bankruptcy protection.
"With roots stretching back to North Dakota in the late 1950s,
Vanity is known for offering a wide selection of quality,
affordable apparel, accessories and footwear targeted to
fashion-conscious young females," said Michael McGrail, COO of
Tiger Group. "During the sale, shoppers across the country will
find deals starting at 10 percent to 30 percent off on Vanity's
expansive offering. The company's difficult decision to close all
stores is emblematic of the pressures facing mall-based specialty
apparel retailers in the wake of ever-increasing competition from
big-box 'fast-fashion' chains and e-commerce sites."
The stores, which average 3,000 square feet in size, carry coats,
jackets, jeans, slacks, dresses, skirts, shorts, fashion and basic
tops, t-shirts, hooded sweatshirts, vests, sweaters, scarves, hats,
leggings, tights, boots, sandals, flip flops, wallets, jewelry,
sunglasses, and hair accessories.
While Vanity's nationwide store portfolio spans 27 states, its
heaviest concentrations are in Minnesota (13 stores); Iowa (12);
Wisconsin (nine) and Ohio (nine). For a list of store locations,
visit: http://www.vanity.com/
Vanity gift cards will continue to be honored during the store
closing process.
Tiger will also be liquidating store fixtures and equipment, as
well as furniture, fixtures and equipment from the company's
distribution centers.
About Vanity Shop of Grand Forks
Vanity Shop of Grand Forks, Inc., based in Fargo, ND, filed a
Chapter 11 petition (Bankr. D.N.D. Case No. 17-30112) on March 1,
2017. The petition was signed by James Bennett, chairman of the
Board of Directors. The Hon. Shon Hastings presides over the case.
In its petition, the Debtor estimated $50,000 to $100,000 in
assets and $10 million to $50 million in liabilities. Caren
Stanley, Esq., at Vogel Law Firm, serves as bankruptcy counsel.
VAPOR CORP: Changes Name to "Healthier Choices Management Corp."
----------------------------------------------------------------
Vapor Corp. has changed its corporate name to Healthier Choices
Management Corp. to reflect its focus on managing healthy food
markets and other healthier lifestyle alternatives. The Company's
shares of common stock will continue to trade on the OTC, but now
under the symbol "HCMC" effective on March 6, 2017. The new CUSIP
number for the Company's common stock is 42226N 109.
Jeff Holman, chairman and CEO of the Company stated, "As Vapor
Corp. continues down the path of diversification into the organic
natural market space, as well as other "Healthier" alternatives,
including continuing its Vape Store operations, the name Healthier
Choices Management Corp. is significantly more representative of
the present company and the path it is endeavoring to take into the
future."
About Healthier Choices Management Corp.
Healthier Choices Management Corp. is a holding company focused on
providing consumers with healthier daily choices with respect to
nutrition and other lifestyle alternatives. One segment of our
business is a U.S. based retailer of vaporizers and e-liquids. The
other segment is our natural and organic grocery operations in Ft.
Myers, Florida. Healthier Choices Management Corp. sells direct to
consumer via company-owned brick-and-mortar retail locations
operating under "The Vape Store" and "Ada's Natural and Organic"
brands.
About Vapor Corp
Vapor Corp. operates 20 vape stores in the Southeastern United
States and online where it sells vaporizers, liquids for vaporizers
and e-cigarettes. The Company also designs, markets and
distributes electronic cigarettes, vaporizers, e-liquids and
accessories under the Vapor X, Hookah Stix, Vaporin, Krave, and
Honey Stick brands. "Electronic cigarettes" or "e-cigarettes," and
"vaporizers" are battery-powered products that enable users to
inhale nicotine vapor without fire, smoke, tar, ash, or carbon
monoxide. The Company also designs and develops private label
brands for its distribution customers. Third party manufacturers
manufacture the Compoany's products to meet its design
specifications. The Company markets its products as alternatives
to traditional tobacco cigarettes and cigars. In 2014, as a
response to market product demand changes, Vapor began to shift its
primary focus from electronic cigarettes to vaporizers.
Vapor Corp reported a net loss allocable to common shareholders of
$36.26 million in 2015 following a net loss allocable to common
shareholders of $13.85 million in 2014. As of Sept. 30, 2016,
Vapor Corp. had $20.76 million in total assets, $48.72 million in
total liabilities and a total stockholders' deficit of $27.95
million.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that Company has incurred net losses and needs to
raise additional funds to meet its obligations and sustain its
operations. In addition, the Company currently does not have
enough authorized common shares to settle all of its outstanding
warrants if those warrants were exercised pursuant to their
cashless exercise provisions. As a result, the Company could be
required to settle a portion of these warrants with cash. These
conditions, the auditors said, raise substantial doubt about the
Company's ability to continue as a going concern.
VERMILLION INC: Approves $165,000 Executive Bonuses for 2016
------------------------------------------------------------
On March 2, 2017, the Compensation Committee of the Board approved
the 2016 annual bonus payout amounts to each of Vermillion, Inc.'s
named executive officers. The 2016 annual cash bonus payout
amounts were determined based primarily on 2016 achievements
measured against predetermined metrics for (1) total OVA1/Overa
test revenue (while staying within operating budget), (2) payer
positive medical policy covered lives, (3) generation of clinical
utility studies, (4) launch of enhanced products, (5) initiation of
a pelvic mass registry study, and (6) gross margin generated from
ASPiRA IVD. The amounts below together represent approximately 40%
of the aggregate target bonus amount for such named executive
officers.
Bonus
Bonus Target Payout for
Name Title for 2016 2016
---- ----- ------------ ----------
Valerie B. Palmieri President, 50% $75,000
Chief Executive
Officer
Fred Ferrara Chief Operating 40% $60,000
Officer
Eric J. Schoen Senior Vice 40% $30,000
President, Finance
and Chief Accounting
Officer
About Vermillion
Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-11091) on March 30, 2009. Vermillion's legal
advisor in connection with its successful reorganization efforts
wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged
from bankruptcy in January 2010. The Plan called for the Company
to pay all claims in full and equity holders to retain control of
the Company.
Vermillion reported a net loss of $19.1 million on $2.17 million of
total revenue for the year ended Dec. 31, 2015, compared to a net
loss of $19.2 million on $2.52 million of total revenue for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, Vermillion had $10.68 million in total
assets, $4.39 million in total liabilities and $6.29 million in
total stockholders' equity.
VISTEON CORP: Moody's Rates New & Amended $650MM Loans 'Ba2'
------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to Visteon
Corporation's new amended and extended senior secured bank credit
facilities. The new $300 million revolving credit facility and $350
million term loan will refinance Visteon's existing $200 million
revolving credit facility and $350 term loan. In a related action
Moody's affirmed Visteon's Corporate Family Rating (CFR) and
Probability of Default Rating, at Ba3 and Ba3-PD, respectively.
Visteon's Speculative Grade Liquidity Rating was affirmed at SGL-2.
The rating outlook is stable.
Moody's took the following rating actions on Visteon Corporation:
The following ratings were assigned:
Ba2 (LGD3) to the new $300 million senior secured revolving credit
facility due 2022;
Ba2 (LGD3) to the new $350 million senior secured term loan
facility due 2024.
The following ratings were affirmed:
Corporate Family Rating, at Ba3;
Probability of Default, at Ba3-PD;
SGL-2, Speculative Grade Liquidity Rating.
Stable Rating Outlook.
The following bank credit facility ratings are not affected and
will be withdrawn upon their repayment:
Ba2 (LGD3) for the $200 million senior secured revolving credit
facility due 2019;
Ba2 (LGD3) for the $600 million ($350 remaining amount) senior
secured term loan facility due 2021.
RATINGS RATIONALE
Visteon's Ba3 CFR reflects the company strong position as a cockpit
electronics and connected car solutions supplier to the automotive
industry and moderate debt/EBITDA leverage, balanced by Moody's
expectation of plateauing global automotive demand. The increasing
vehicle content of cockpit electronics and infotainment products
has supported strong new business with the company's new business
backlog increasing to $16.5 billion at year-end 2016 from $14.9
billion at year-end 2015. Visteon's competitive position of good
geographic diversity in its existing business and backlog is
somewhat mitigated by high customer concentrations and exposure to
cyclical auto sales. Visteon's EBITA margin improved to about 5.6%
(inclusive of Moody's standard adjustments) for 2016. Yet, this was
below Moody's expectations for an EBITA margin in the mid-6% range
and remains below levels expected for the assigned rating. The
ratings are supported by modest Debt/EBITDA leverage of about 2.8x
at year-end 2016 and Moody's projection that leverage will decrease
slightly over the next 12-18 months.
The rating incorporates Moody's expectation that Visteon has the
ability to move cash back to the U.S. to support debt service and
the recently announced $400 million share repurchase program.
Moody's continues to believe there is a risk of strategic
acquisitions as Visteon seeks to solidify its ability to take
advantage of growing vehicle content in the areas of safety,
electronics, infotainment, and connectivity. The rating also
considers the increasing tax reform uncertainty that may impact
commercial terms between automotive parts suppliers and their OEM
customers and/or consumer demand, balanced by Visteon's good
liquidity profile.
Visteon's SGL-2 Speculative Grade Liquidity Rating reflects the
expectancy of good liquidity over the next 12-15 months. Visteon's
liquidity is supported by strong global cash balances, availability
under a new $300 million revolving credit facility and positive
projected free cash flow. Cash on hand as of December 31, 2016 was
approximately $882 million, of which about 66% was located outside
the U.S. Yet, most of Visteon's excess overseas cash is expected to
be repatriated to support the company's recently announced $400
million share repurchase program The new revolving credit facility
will favorably increase the commitment level to $300 million from
$200 million under the existing revolving credit facility while
also extending the expiration by three years to 2022. Covenants
under the new bank credit facilities include a net leverage ratio
test under which the company is anticipated to have ample cushion.
Moody's estimates the company will be cash flow positive in 2017 in
the low-teens as a percentage of adjusted debt, building on the
company's free cash flow performance. As such, the revolver should
remain undrawn over the next 12-15 months.
The stable rating outlook reflects Moody's view that Visteon's
revenue growth will be relatively flat in 2017 but gradually start
to improve over subsequent years as production on recent new
business wins begins. Moody's also expects that free cash flow will
improve as cash restructuring costs decline.
Developments that could lead to higher ratings include a
demonstrated ability to deliver improved operating performance and
positive free cash flow generation without the need for more
restructuring charges resulting in EBITA margin (inclusive of
restructuring charges) above 8%, EBITA/interest coverage above 4x,
and Debt/EBITDA approaching 2x. The demonstration, in Moody's view,
that the company's cash repatriation strategies support strong debt
service will also be a consideration for higher ratings.
Developments that could lead to lower ratings include deterioration
in automotive industry conditions that are not offset by cost
saving actions, or debt funded acquisitions. Consideration for a
lower rating could result from Moody's expectation of
EBITA/interest approaching 2.5x or Debt/EBITDA approaching 4x.
Deteriorating liquidity could also lead to a lower rating. The
demonstration, in Moody's view, that the company's cash
repatriation strategies contribute to weakening debt service will
also be a consideration for lower ratings.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.
Visteon is a global company that designs, engineers and
manufactures cockpit electronics products and connected car
solutions for most of the world's major vehicle manufacturers.
Visteon is a leading provider of instrument clusters, head-up
displays, information displays, infotainment, audio systems,
telematics and SmartCore™ cockpit domain controllers. Visteon
also supplies embedded multimedia and smartphone connectivity
software solutions to the global automotive industry. Visteon is
headquartered in Van Buren Township and revenues in 2016 were
approximately $3.2 billion.
VISTEON CORP: S&P Raises Rating to 'BB' on Improved Credit Metrics
------------------------------------------------------------------
S&P Global Ratings said that it upgraded Visteon Corp. to 'BB' from
'BB-'. The outlook is stable.
At the same time, S&P revised the recovery rating on the company's
secured debt to '2' from '1'. The issue-level rating remains
'BB+'. The '2' recovery rating indicates S&P's expectation for
substantial recovery (70%-90%; rounded estimate 75%) for
debtholders following a hypothetical payment default.
"The upgrade reflects the company's ongoing success as a major
participant in cockpit electronics. With a focus on this growing
segment, Visteon has won $5.4 billion in new business in 2016 and
launched a record number of new products. The company's key credit
ratios have improved due to its ongoing operational performance and
reduced debt levels," said S&P Global Ratings credit analyst
Lawrence Orlowski. "Even with the increase in the size of its
revolving credit facilities by $100 million, the company's
long-term debt has been reduced significantly when compared to
historical levels. This, in turn, has improved the company's key
debt-based credit metrics and lowered its overall level of
financial risk."
The company's product portfolio covers the domain of cockpit
electronics: instrument clusters (38% of 2016 sales), information
displays (18%), infotainment (12%), audio systems (10%), telematics
solutions (7%), head-up displays (2%), and other (13%). In
instrument clusters and information displays, S&P believes the
company holds significant market share. Moreover, the company is
positioned in fast-growing segments of cockpit electronics such as
head-up displays and domain controllers, which S&P believes will
grow at a faster rate than the market over the next five years.
Nevertheless, Visteon faces much larger competitors such as
Continental, Delphi, Denso, and Bosch.
Visteon estimates that it can achieve higher margins through
selling, general, and administrative (SG&A) and engineering
efficiencies. The company continues to adjust its engineering
footprint to drive down these costs as a percentage of sales and
leverage its talent worldwide. Furthermore, Visteon is executing
on its strategy to move from high-cost to low-cost countries,
reduce headcount, and invest in its information systems, thus
reducing SG&A expenses as a percentage of sales.
The stable outlook reflects S&P's view that the company's key
credit metrics will stay in line with an intermediate financial
risk profile of debt to EBITDA below 3.0x and FOCF to debt above
15% on a sustained basis.
S&P could lower the rating if it believed the company could not
sustain debt leverage below 3x and FOCF to total debt above 15%.
This could be the result of a weakening competitive position,
difficulties in containing operational cost, or a shift to a more
aggressive financial policy.
Although unlikely in the near term, S&P could raise the rating if
the company continued to expand EBITDA margins by reducing its
operating costs and increasing the value of its products to its
customers, thereby strengthening its competitive position. At the
same time S&P would expect the company to keep debt to EBITDA below
3.0x and FOCF to debt above 15% on a sustained basis.
VYCOR MEDICAL: Fountainhead Owns 49.85% Equity Stake as of Feb. 23
------------------------------------------------------------------
Fountainhead Capital Management Limited filed with the Securities
and Exchange Commission an amended Schedule 13D to update the
ownership of Vycor Medical, Inc.'s common stock, par value
$0.0001.
On Feb. 23, 2017, Fountainhead purchased 351,204 shares of common
stock and warrants to purchase 351,204 shares of common stock for
an aggregate purchase price of $73,752 ($0.21 per share). As a
result of such issue, Fountainhead's previously-reporting holdings
of Vycor Common Stock (including shares which it has the option to
acquire within 60 days of that date) were adjusted to a total of
10,436,240 shares, comprising ownership of 6,905,042 Vycor Common
Shares and Warrants to purchase 3,531,198 Vycor Common Shares as
follows: 343,411 shares at an exercise price of $1.88 per share
prior to Aug. 4, 2017; 337,517 shares at an exercise price of $2.62
per share prior to Aug. 4, 2017; 572,613 shares at an exercise
price of $3.08 per share prior to Aug. 4, 2017, 887 shares at an
exercise price of $2.05 per share prior to April 24, 2017, 887
shares at an exercise price of $3.08 per share prior to April 24,
2017, 1,924,677 shares at an exercise price of $0.27 per share
prior to Jan. 10, 2020, and 351,204 share at an exercise price of
$0.27 per share prior to Feb. 22, 2010. Those shares, in the
aggregate, comprise approximately 49.85% of the Company's issued
and outstanding shares of common stock, as adjusted for the
exercise of those warrants.
A full-text copy of the regulatory filing is available at:
https://is.gd/1EIPXh
About Vycor Medical
Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) --
http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective. The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge. Vycor's
innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.
Vycor Medical reported a net loss available to common shareholders
of $2.25 million on $1.13 million of revenue for the year ended
Dec. 31, 2015, compared to a net loss available to common
shareholders of $4.04 million on $1.25 million of revenue for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, Vycor had $1.54 million in total assets,
$1.14 million in total liabilities, all current, and $399,144 in
total stockholders' equity.
The Company's auditors Paritz & Company, P.A., in Hackensack, New
Jersey, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015.
WELLCARE HEALTH: Moody's Rates $1.2BB Sr. Unsecured Debt 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 senior unsecured debt
rating to WellCare Health Plans, Inc.'s (WellCare, NYSE: WCG,
senior debt at Ba2) planned issuance of approximately $1.2 billion
of senior unsecured debt due 2025. Net proceeds from the planned
offering are expected to be used to refinance Wellcare's senior
unsecured debt ($900 million), repay outstanding amounts under its
revolver (about $100 million) and for general working capital
purposes. The rating outlook on WellCare is stable.
RATINGS RATIONALE
Moody's Ba2 senior debt rating of WellCare and Baa2 insurance
financial strength (IFS) rating for WellCare of Florida, Inc.
(WCFL) are supported by the company's good financial profile,
characterized by adequate operating earnings, and strong cash flow
including a stream of unregulated cash flows from management fees.
However, the rating also reflects a somewhat weaker business
profile, largely the result of the exclusive focus on the Medicare
and Medicaid segments with almost 66% of the company's premium
revenue from Medicaid contracts.
The transaction results in a marginal increase in Wellcare's total
indebtedness and manageable increases in the company's financial
leverage metrics. Assuming a $1.2 billion issuance, WCG's pro forma
year-end 2016 adjusted debt-to-capital ratio (contemplating
adjustments for pensions obligations and operating leases) is about
39.8% versus its actual level of 35.9%. The company's pro forma
2016 adjusted debt-to-EBITDA ratio increases slightly to 1.8x from
1.6x.
RATING DRIVERS
The rating agency stated that ratings may be upgraded if the
following occur: 1) geographical expansion of the company's
Medicaid and Medicare products, 2) cash flow coverage ratio
improves to at least 6x, 3) consolidated risk based capital (RBC)
ratio is maintained at 250% of company action level (CAL), and 4)
Debt to EBITDA is 1.5 x or lower. However, Moody's said that the
ratings may be downgraded if: 1) there is a loss or impairment of
one of the company's major government contracts, 2) EBITDA is
negative for any twelve month period, 3) the consolidated RBC ratio
is below 150% CAL, and 4) Debt to EBITDA is in excess of 3x.
Wellcare Health Plans is headquartered in Tampa, Florida. For the
year ended 31 December 2016 the company reported revenues of $14.2
billion. As of 31 December 2016 shareholders' equity was $2.0
billion and total medical membership (excluding Part D Medicare
membership) was approximately 2.9 million.
The principal methodology used in this rating was U.S. Health
Insurance Companies published in May 2016.
WELLCARE HEALTH: S&P Assigns 'BB' Rating on $1.2BB Sr. Notes
------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB' debt rating to
WellCare Health Plans Inc.'s (WCG) proposed issuance of
$1.2 billion senior unsecured notes due March 2025. WellCare will
use the proceeds to retire its $900 million of existing 5.75%
senior notes due 2020, repay outstanding amounts under the
revolving credit facility, and for general working capital
purposes. The transaction will not have a material impact on
WellCare's financial leverage, nor does it affect S&P's 'BB' issuer
credit rating on the company. S&P expects the company to maintain
its leverage below 40% and EBITDA interest coverage above 8x in the
next 12–24 months.
RATINGS LIST
WellCare Health Plans Inc.
Counterparty Credit Rating BB/Stable/--
New Rating
WellCare Health Plans Inc.
$1.2 bil. Sr. Unsecured Notes due 2025 BB
WILLIAM'S WORLDWIDE: Taps Rosenberg Musso as Legal Counsel
----------------------------------------------------------
William's Worldwide Shipping & Trading, Inc. seeks approval from
the U.S. Bankruptcy Court for the Eastern District of New York to
hire legal counsel.
The Debtor proposes to hire Rosenberg, Musso & Weiner, LLP to give
legal advice regarding its duties under the Bankruptcy Code, and
provide other legal services related to its Chapter 11 case.
Rosenberg will charge an hourly rate of $650 for partners and $525
for associates.
Robert Musso, Esq., at Rosenberg, disclosed in a court filing that
his firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Robert J. Musso, Esq.
Rosenberg, Musso & Weiner, LLP
26 Court Street, Suite 2211
Brooklyn, NY 11242
Phone: +1 718-855-6840
About William's Worldwide Shipping
William's Worldwide Shipping & Trading, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
17-40762) on February 21, 2017. The petition was signed by
Michelle Williams-Libert, president. The case is assigned to Judge
Carla E. Craig.
At the time of the filing, the Debtor disclosed $963,930 in assets
and $1.14 million in liabilities.
WISE METALS: Moody's Withdraws Caa2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn the Caa2 corporate family
rating (CFR), Caa2-PD probability of default rating (PDR) and
positive outlook of Wise Metals Intermediate Holdings LLC.
Moody's had previously withdrawn the Caa3 rating on the backed
Senior
Secured Notes of Wise Metals Group LLC fully repaid on 3rd March
2017.
The company has no outstanding rated debt following the repayment
of
the 8.75% Senior Secured Notes due 2018 issued by Wise Metals
Group
LLC.
RATINGS RATIONALE
Moody's has withdrawn Wise Metals ratings due to full debt
repayment.
ZALER POP HOLDINGS: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The Office of the U.S. Trustee on March 8 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Zaler Pop Holdings of
Wilkinsburg LLC.
Zaler Pop Holdings of Wilkinsburg LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
17-20390) on February 3, 2017. The petition was signed by Ronald
Johnson, authorized representative.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
[*] Kelly Singer Rejoins Squire Patton's Restructuring Practice
---------------------------------------------------------------
Partner Kelly Singer, Esq., has rejoined Squire Patton Boggs'
global Restructuring & Insolvency Practice after spending the past
five years at Quarles and Brady LLP.
Stephen D. Lerner, Esq., partner and Chair of the Squire Patton
Boggs Restructuring & Insolvency Practice commented, "Kelly brings
a high level of experience in complex commercial restructurings and
reorganization matters, particularly representing debtor and
creditor committees, and will augment our capabilities both
nationally and globally. We are delighted to welcome him back to
the firm."
Mr. Singer practices nationally in all aspects of commercial
bankruptcy and restructuring matters. He has substantial
experience representing corporate debtors and creditors in Chapter
11 bankruptcies and out-of-court restructurings, buyers in Section
363 bankruptcy sales, Chapter 11 trustees, and lenders in
debtor-in-possession financings. He has also represented domestic
and foreign corporations in the defense and prosecution of
high-dollar, complex avoidance actions, including avoidance
litigation involving alleged real estate Ponzi schemes.
Through over 14 years of practicing law, he has acquired
considerable experience with clients in the retail, real estate,
private equity, grocery, homebuilder, healthcare, construction,
technology, energy, and professional sports industries. He has
also represented sovereign and co-operative organizations, and
handles matters for private and public domestic companies, as well
as various Japanese, Chinese, and European companies in U.S. and
foreign insolvency matters.
"With one of the largest global restructuring and insolvency teams
and geographic platforms, Squire Patton Boggs offers a unique
opportunity to collaborate with experienced professionals on
significant domestic and cross-border engagements," commented Mr.
Singer. "It's great to be rejoining many former friends and
colleagues and I'm excited to add to the depth of the firm's
insolvency experience."
Mr. Singer received his J.D. from the Sandra Day O'Connor College
of Law at Arizona State University (magna cum laude), and a B.S.
from the University of Arizona (summa cum laude).
Mr. Singer can be reached at:
SQUIRE PATTON BOGGS
Kelly E. Singer
Partner
Phoenix
Tel: +1 602 528 4099
Squire Patton Boggs -- http://www.squirepattonboggs.com/en-- is an
international law firm with 46 offices in 21 countries. It was
formed in 2014 by the merger of multinational law firm Squire
Sanders with Washington, D.C.-based Patton Boggs.
[^] BOOK REVIEW: The Money Wars
-------------------------------
Author: Roy C. Smith
Publisher: Beard Books
Softcover: 370 pages
List Price: $34.95
Review by David Henderson
Get your own personal today at
http://www.amazon.com/exec/obidos/ASIN/1893122697/internetbankrupt
Business is war by civilized means. It won't get you a tailhook
landing on an n aircraft carrier docked in San Diego, but the
spoils of war can be glorious to behold.
Most executives do not approach business this way. They are
content to nudge along their behemoths, cash their options, and
pillage their workers. This author calls those managers "inertia
ridden." He quotes Carl Icahn describing their companies as run
by "gross and widespread incompetent management."
In cycles though, the U.S. economy generates a few business
warriors with the drive, or hubris, to treat the market as a
battlefield. The 1980s saw the last great spectacle of business
titans clashing. (The '90s, by contrast, was an era of the
investment banks waging war on the gullible.) The Money Wars is
the story of the last great buyout boom. Between 1982 and 1988,
more than ten thousand transactions were completed within the U.S.
alone, aggregating more than $1 trillion of capitalization.
Roy Smith has written a breezy read, traversing the reader through
an important piece of U.S. history, not just business history. Two
thirds of the way through the book, after covering early twentieth
century business history, the growth of financial engineering
after WWII, the conglomerate era, the RJR-Nabisco story, and the
financial machinations of KKR, we finally meet the star of the
show, Michael Milken. The picture painted by the author leads the
reader to observe that, every now and then, an individual comes
along at the right time and place in history who knows exactly
where he or she is in that history, and leaves a world-historical
footprint as a result. Whatever one may think of Milken's ethics
or his priorities, the reader will conclude that he is the
greatest financial genius this country has produced since J.P.
Morgan.
No high-flying financial era has ever happened in this country
without the frothy market attracting common criminals, or in some
cases making criminals out of weak, but previously honest men (and
it always seems to be men). Something there is about testosterone
and money. With so many deals being done, insider trading was
inevitable. Was Michael Milken guilty of insider trading?
Probably, but in all likelihood, everybody who attended his lavish
parties, called "Predators' Balls," shared the same information.
Why did the Justice Department go after Milken and his firm,
Drexel Burnham Lambert with such raw enthusiasm? That history has
not yet been written, but Drexel had created a lot of envy and
enemies on the Street.
When a better history of the period is written, it will be a study
in the confluence of forces that made Michael Milken's genius
possible: the sclerotic management of irrational conglomerates, a
ready market for the junk bonds Milken was selling, and a few
malcontent capitalist like Carl Icahn and Ted Turner, who were
ready and able to wage their own financial warfare.
This book is a must read for any student of business who did not
live through any of these fascination financial eras.
Roy C. Smith is a professor of entrepreneurship, finance and
international business at NYU, and teaches on the faculty there of
the Stern School of Business. Prior to 1987, he was a partner at
Goldman Sachs. He received a B.S. from the Naval Academy in 1960
and an M.B.A. from Harvard in 1966.
*********
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
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Each Tuesday edition of the TCR contains a list of companies with
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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
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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
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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
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Monthly Operating Reports are summarized in every Saturday edition
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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,
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***