/raid1/www/Hosts/bankrupt/TCR_Public/170613.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, June 13, 2017, Vol. 21, No. 163
Headlines
1776 AMERICAN: Hires Keller Williams Realty as Real Estate Broker
9800 WEDDINGS: July 12 Disclosure Statement Hearing
A-OK ENTERPRISES: Four A-OK Pawnshops in Wichita Enter Chapter 11
ADEPTUS HEALTH: June 19 Meeting Set to Form Creditors' Panel
ADLER GROUP: Hires Tamarez CPA as Accountant
AGENT PROVOCATEUR: PII Transfer Not Consistent with Privacy Policy
AM CASTLE: Overwhelming Majority of Secureds Back Prepack Plan
AMERIFORGE GROUP: Hires Jackson Walker as Co-Counsel
ANCHORAGE MIDTOWN: U.S. Trustee Unable to Appoint Committee
ARMSTRONG ENERGY: Shareholders Adopt 2nd Amended & Restated Bylaws
AT HOME GROUP: S&P Affirms 'B' CCR & Revises Outlook to Positive
AUTUMN COVE: Unsecureds to Get 100% in 8 Quarterly Installments
BELLS FOOD: Hires Barclay Damon as Counsel
BELLS FOOD: Hires Mark & Graber as Special Counsel
BENCHMARK POST: Hires SulmeyerKupetz as Counsel
BETTEROADS ASPHALT: Involuntary Chapter 11 Case Summary
BIONITROGEN HOLDINGS: Court Approves Case Dismissal
BIOSCRIP INC: Gilder Gagnon Reports 10.8% Stake as of May 31
BOEGEL FARMS: Wants Plan Filing Deadline Moved to Sept. 21
BOWLMOR AMF: PE Firm Buys Bowling Centers for $1 Billion
CAMPBELLTON-GRACEVILLE: U.S. Trustee Forms 6-Member Committee
CAPITAL REGION: Case Summary & 20 Largest Unsecured Creditors
CASHMAN EQUIPMENT: Barge Supplier Files for Ch. 11 Amid $26M Suit
CASHMAN EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
CENTORBI LLC: Renews Bid to Move Plan Filing Deadline to June 26
CENTRAL GROCERS: Committee Tries to Block OK of DIP Financing
CHINA FISHERY: Exclusive Plan Filing Deadline Moved to Nov. 1
CHINOS INTERMEDIATE: Leadership Change Suggests Turnaround Need
CIT GROUP: DBRS Assigns B(high) to $325MM Preferred Stock
CLAIRE'S STORES: Incurs $6.75 Million Net Loss in First Quarter
CONCORDIA INTERNATIONAL: All 7 Candidates Elected to Board
CTI BIOPHARMA: Will Get $42.8-M Net Proceeds from Public Offering
CYTOSORBENTS CORP: Stockholders Elect Five Directors
DELAWARE SPORTS: U.S. Trustee Unable to Appoint Committee
DELTA MECHANICAL: Unsecureds May Get 70%+ Under New Kitchukov Plan
DHX MEDIA: Fitch Assigns First-Time B+ IDR; Outlook Positive
DHX MEDIA: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
DOLPHIN DIGITAL: Newly Bought 42 West Had $2.41M Profit in 2016
EAGAN AVENATTI: Hires Pachulski Stang as Counsel
EARTHLINK HOLDINGS: S&P Raises CCR to 'B+' on Acquisition Closing
EASTERN ILLINOIS UNIV: Moody's Cuts AFS Revenue Bonds Rating to B2
EXCO RESOURCES: Fairfax Reports 45.8% Stake as of May 31
FINJAN HOLDINGS: Will Present at 2017 Marcum Conference June 15
FORTERRA FINANCE: Moody's Revises Outlook to Neg. & Affirms B1 CFR
GENERAL MOTORS: Creditors Line Up Financing to Continue Fight
GENERAL WIRELESS: Retains Hilco to Market Interest in IP Holdings
GK HOLDINGS: Moody's Cuts CFR to Caa1; Outlook Negative
GLOBAL SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
GOODMAN AND DOMINGUEZ: Case Summary & 20 Top Unsecured Creditors
GOODMAN AND DOMINGUEZ: Simon Property Wants New Cases Tossed
GRATON ECONOMIC: S&P Affirms Then Withdraws 'BB-' ICR
GREATER EVANGEL: Exit Plan to Pay Unsecureds in Full Over 60 Months
GROWER'S ORGANIC: Unsecured Creditors to be Paid 20% in 5 Years
GUIDED THERAPEUTICS: Amends $5 Million Prospectus with SEC
GV HOSPITAL: Creditors Panel Hires Perkins Coie as Counsel
GYMBOREE CORP: Case Summary & 50 Largest Unsecured Creditors
GYMBOREE CORP: Files for Chapter 11 With Pre-Negotiated Plan
GYMBOREE CORP: Terms of $1-Billion Debt Restructuring
GYMBOREE CORP: Unsecured Creditors Out of Money Under Plan
HANCOCK FABRICS: Parties Object to Plan of Liquidation
HARO INVESTMENT: Bankr. Ct. Lacks Jurisdiction in Condado Dispute
HAWAIIAN TELCOM: S&P Affirms Then Withdraws 'B' CCR
HOUSTON AMERICAN: Updates Investor Presentations
HOUSTON BLUEBONNET: U.S. Trustee Unable to Appoint Committee
IGNITE RESTAURANT: Seeks OK of Bid Procedures for Assets Sale
IMAGE MAKERS: Plan Outline Okayed, Plan Hearing on Aug. 10
INTEGRA TELECOM: S&P Affirms 'B+' CCR, Off CreditWatch Negative
INTERPACE DIAGNOSTICS: Amends 6.3M Shares Prospectus with SEC
J & W TRAILER: U.S. Trustee Unable to Appoint Committee
JACK COOPER: S&P Revises CCR to 'D' on Skipped Interest Payment
KOFAX INC: S&P Assigns 'B' CCR on Acquisition by Thoma Bravo
MAIDEN HOLDINGS: S&P Assigns 'BB' Rating on Preferred Shares
MAYACAMAS HOLDINGS: Taps Force 10's Weiss as Restructuring Manager
MESA OIL: U.S. Trustee Unable to Appoint Committee
MICROVISION INC: Stockholders Elected Seven Directors
MRN HOMES: August 3 Plan and Disclosure Statement Hearing
NEW SHILOH MISSIONARY: Unsecureds to Recoup 37% Over 5 Years
NEW WERNER: S&P Assigns 'B' CCR; Outlook Stable
NEW YORK CRANE: Court Extends Plan Filing Deadline Through July 7
NORTHEASTERN ILLINOIS UNIV: Moody's Cuts $32MM COPs to B3
NORTHERN ILLINOIS UNIV: Moody's Cuts AFS Rev. Bonds Rating to Ba2
NORTHERN OIL: Bahram Akradi Outlines His Vision for the Company
NUVERRA ENVIRONMENTAL: DIP Financing Approved
OLYMPIA OFFICE: Unsecureds May Be Paid From Sale of Real Properties
OMINTO INC: DubLi.com Now Has Luxury Brands Page
ON CALL FLAGGING: VSI Sales Tries to Block Disclosures Approval
OTS CAPITAL: Plan Filing Deadline Extended Until Sept. 11
PAC RECYCLING: Court Conditionally Approves Disclosures
PADCO ENERGY: Unsecureds to Get $300K in 20 Quarterly Payments
PADCO PRESSURE: $100K Payment for Unsecureds Over 5 Years
PITTSBURGH ATHLETIC: U.S. Trustee Forms 7-Member Committee
PREMIER DENTAL: Moody's Hikes CFR to B3 & Revises Outlook to Stable
PRESCOTT VALLEY: 1.5% Recovery for Unsecured Creditors Under Plan
PRETTY GIRL: Chapter 11 Case Summary & Unsecured Creditors
PROJECT LEOPARD: Moody's Assigns B2 Corporate Family Rating
PROJECTOOLS LLC: U.S. Trustee Unable to Appoint Committee
PUERTO RICAN PARADE: Exclusive Plan Filing Extended to Sept. 8
RADIOLOGY SUPPORT: Hires Servatius O'Brien & Fong as Accountant
RCS CAPITAL: Nicholas Schorsch, et al., Fight Creditors' Suit
RESTAURANT EL OBRERO: Plan Confirmation Hearing on June 21
REVOLUTION ALUMINUM: Hires Cook as Real Estate Appraiser
REVSTONE INDUSTRIES: 3d. Cir. Affirms Approval of Chapter 11 Plan
RIVER NORTH: Unsecureds to Recover 11% Under 2nd Amended Plan
RUE21 INC: Phillips Edison, et al., Object to Store Closing Sales
S&H AUTO: Aug. 2 Amended Plan Disclosures Hearing
SALLY CAPITAL: S&P Retains 'BB+' Rating on Sr. Unsecured Notes
SEASONS PARTNERS: Unsecureds to Get $250K in 5 Annual Installments
SECURED ASSETS BELVEDERE: Plan Exclusivity Extended to June 15
SEQUOIA VOTING: Unsecureds to Recoup 10% Under Liquidation Plan
SIGNAL BAY: Issues Corrective Q2 2017 Results Press Release
SIRIUS XM: Investment in Pandora No Impact on Moody's Ba3 CFR
SNAP INTERACTIVE: Chairman Holds 7.15% Equity Stake as of May 30
SOLARWORLD INDUSTRIES: Chapter 15 Case Summary
SOUTHERN ILLINOIS UNIV: Moody's Cuts HAFS Rev. Bond Rating to Ba2
STERLING INTERMEDIATE: S&P Affirms 'B' CCR; Outlook Stable
STERLING MIDCO: Moody's Rates First Lien Credit Facility 'B2'
STOP ALARMS: Hires Alexander Thompson as Accountants
STRIDE ACADEMY: S&P Puts 'CCC-' Bonds Rating on Watch Developing
SUNIVA INC: Probe on Influx of Foreign Solar Cell Imports Launched
SWITCH LTD: S&P Assigns 'BB' CCR; Outlook Stable
T.C. RENFROW: U.S. Trustee Unable to Appoint Committee
TALLAHASSEE INDOOR: MacInnes Seeks Rejection of Plan, Disclosures
TIDEWATER INC: Seeks OK of $950K Key Employee Retention Plan
TRANSCARE CORP: Lynn Tilton to Testify About Failed Ambulance Co.
UNILIFE CORP: U.S. Trustee Objects to Protiviti Retention
UNITED BANCSHARES: Late 10-K Shows $495K Net Loss in 2015
US STEEL: Court Sanctions Plan of Arrangement with Bedrock
VILLAGE NEWS: Hires Rosenstein & Associates as Counsel
VITARGO GLOBAL: Court OKs Finance Pact With Premium Assignment
W&T OFFSHORE: Franklin Advisors Has 23.7% Stake as of May 31
WALTON WESTPHALIA: Receives Forbearance from Senior Lender
WESTINGHOUSE ELECTRIC: Georgia Power Enters Into Vogtle Agreements
WORLD TRIATHLON: CGI Acquisition No Impact on Moody's B2 CFR
[*] Former Chief Judge in New Jersey Dies
[*] Marc Carmel Joins Longford Capital as Director
[*] Moody's: Global Spec.-Grade Default Rate Continues Dip in May
[^] Large Companies with Insolvent Balance Sheet
*********
1776 AMERICAN: Hires Keller Williams Realty as Real Estate Broker
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1776 American Property IV LLC, et al., seek permission from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Keller Williams Realty Metropolitan as real estate broker for the
Debtors.
Collectively, the Debtors own 116 rental single family
homes/apartment units, 5 single family homes, and 76 vacant lots.
In addition, Debtors 1776 IV, 1776 V, 1776 VII and 1776 VIII hold
promissory notes and profit sharing arrangements with various
builders on approximately 58 lots. The Debtors have determined that
the sale of many of their properties is in the best interest of the
estates.
The Broker will market and sell property is Tract 1 and Tract 2
situated in the W.P. Morgan Survey Abstract No. 539 Harris County,
Texas, located at the intersection of Balzy Road and Judiway
Street, Houston.
The Debtors require the Broker to:
a. prepare marketing materials and/or offer packages to be
used in soliciting prospective purchasers for the Property;
b. locate, qualify and furnish prospective purchasers;
c. analyze offers and proposals from potential purchasers and
offer recommendations to the Debtor in connection with any proposed
transaction involving the Property;
d. assist with negotiations regarding any potential
transaction involving the Property;
e. assist with the consummation of any transactions involving
the Property.
The Broker will be paid a maximum commission of 6% of the sales
price for any sale that is ultimately approved and closes, with any
buyer's broker shall receive a maximum commission of 50% the
commission. To the extent the Debtor leases the Property during the
term of the Listing Agreement, Broker shall be compensated at 4% of
the base rents paid over the term of the Lease, with up to an
additional 2% of base rents to any outside tenant's broker.
Arnold K. Altsuler of Keller Williams Realty Metropolitan , assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The Broker may be reached at:
Arnold K. Altsuler
Keller Williams Realty Metropolitan
5050 Westheimer, Suite 200
Houston, TX 77056
Tel: 281-236-7777
E-mail: aka@altsuler.com
About 1776 American Properties IV LLC
1776 American Properties IV LLC and its 12 affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 17-30422) on Jan. 27, 2017. The petition was
signed by Jeff Fisher, director. The case is assigned to Judge
Karen K. Brown. Josh T. Judd, Esq., at Andrews Myers PC serves as
the Debtor's bankruptcy counsel.
At the time of the filing, the Debtors estimated assets of $1
million to $10 million and liabilities of less than $50,000.
To date, no trustee or examiner has been appointed in these
bankruptcy cases and no official committee of unsecured creditors
has been established.
9800 WEDDINGS: July 12 Disclosure Statement Hearing
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Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing on July 12, 2017, at
10:00 a.m. to consider approval of 9800 Weddings, LLC's disclosure
statement, dated May 16, 2017.
The last day for filing with the Court and serving written
objections to the disclosure statement is fixed at five business
days prior to the hearing date set for approval of the disclosure
statement.
As previously reported by the Troubled Company Reporter, Class 5
unsecured creditors will receive no distribution under the Plan.
The proceeds, in conjunction with the revenues from 9800 Weddings'
Tucson property and inherent future appreciation, will provide the
necessary funds to pay creditors under the plan.
A copy of the disclosure statement is available for free at:
https://is.gd/3l9YzQ
About 9800 Weddings LLC
9800 Weddings, LLC filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 17-01376) on Feb. 15, 2017. The petition was signed by
Joe E. May, manager. At the time of filing, the Debtor had
$800,000 in total assets and $1.26 million in total liabilities.
The case is assigned to Judge Brenda Moody Whinery. The Debtor is
represented by Eric Slocum Sparks, Esq. at Eric Slocum Sparks, P.C.
A-OK ENTERPRISES: Four A-OK Pawnshops in Wichita Enter Chapter 11
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A-OK Enterprises, LLC, and four affiliated entities have sought
Chapter 11 bankruptcy protection.
The Debtors are in the business of pawn shops, payday lending and
rent-to-own facilities at four Wichita locations. These locations,
all on properties leased by the Debtors, are as follows:
a. 1525 South Broadway, Wichita, Kansas;
b. 2021 North Amidon, Wichita, Kansas;
c. 1519, 1535, 1539, 1543, 1547 and 1555 South Oliver Street,
Wichita, Kansas; and
d. 410 North West Street, Wichita, Kansas.
The Debtors on the Petition Date filed motions to:
A. prohibit utilities from discontinuing service;
B. pay prepetition wages and other compensation of employees;
C. maintain their existing bank accounts;
D. honor prepetition obligations to customers;
E. pay sales and use taxes;
F. use cash collateral; and
G. pay claims of certain critical vendors.
The Debtors have sought expedited consideration of the first-day
motions.
Edward J. Nazar, Esq., at Hinkle Law Firm LLC, explained that there
is an immediate and irreparable need for the use of the funds
generated by the business to pay the wages, salaries and utility
expenses and to deal with certain issues involving maintenance of
bank accounts. The Debtors must use the proceeds generated during
the operation of the businesses in order to meet the ordinary
necessary operating expenses and wages, so that it may continue to
operate its business in a normal fashion.
According to the statement of financial affairs, the business
generated $6.682 million of gross revenue in 2015, $5.462 million
in 2016, and $1.805 million in Jan. 1, 2017 through June 9, 2017.
A-OK Enterprises disclosed $6,510,000 in total assets and
$11,030,000 in total liabilities in its schedules. A-OK, Inc.
disclosed $3,090,000 in assets and $4,010,000 in liabilities.
According to the schedules A-OK Enterprises has accounts
receivables on account of awn payments, pay day loans, rent to own
payments, and title loans totaling $2,169,900. Its inventory are
primarily retail merchandise valued at $1,600,000 and retail
lay-away valued at $120,000. Furniture and fixtures and leasehold
improvements are valued at $2 million.
Simmons Bank is the primary secured creditor, owed $4.013 million.
Simmons Bank has sued the Debtors in District Court of Sedgwick
County, Kansas, filing a petition for breach of note and guaranty,
declaratory judgment and foreclosure. The suit is pending.
A-OK Enterprises, LLC, and four affiliates, including A-OK, Inc.,
sought Chapter 11 protection (Bankr. D. Kan. Lead Case No.
17-11096) on June 9, 2017. The petitions were signed by Bruce R.
Harris, president, and 98.64% owner of the Debtors. The Hon. Dale
L. Somers is the case judge. Hinkle Law Firm, L.L.C., is the
counsel to the Debtor, with the engagement led by Edward J. Nazar,
Esq.
ADEPTUS HEALTH: June 19 Meeting Set to Form Creditors' Panel
------------------------------------------------------------
William T. Neary, United States Trustee for Region 6, will hold an
organizational meeting on June 19, 2017, at 10:30 a.m. in the
bankruptcy case of Adeptus Health LLC.
The meeting will be held at:
Office of the U. S. Trustee
Earl Cabell Federal Building
1100 Commerce Street, Room 524
Dallas, Texas 75242
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Adeptus Health
Adeptus Health LLC -- http://www.adpt.com/-- through its
subsidiaries, owns and operates hospitals and free standing
emergency rooms in partnership with various healthcare providers.
Adeptus Health Inc. is a holding company whose sole material asset
is a controlling equity interest in Adeptus Health LLC.
Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case No.
17-31432) on April 19, 2017, listing $798.7 million in total
assets
and $453.48 million in total debt as of Sept. 30, 2016. Andrew
Hinkelman, chief restructuring officer, signed the petitions.
Judge Stacey G. Jernigan presides over the cases.
Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel. The Debtors have tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.
On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case. The committee tapped Akin Gump
Strauss Hauer & Feld LLP as counsel.
Daniel T. McMurray has been named as Patient Care Ombudsman in the
Debtors' cases.
ADLER GROUP: Hires Tamarez CPA as Accountant
--------------------------------------------
Adler Group, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Tamarez CPA, LLC as
accountant for the Debtor.
The Debtor requires Tamarez to:
a. reconcile financial information to assist the Debtor in the
preparation of monthly operating reports.
b. assist in the reconciliation and clarification of proof of
claims filed and amount due to creditors.
c. provide general accounting and tax services to prepare
year-end reports and income tax preparation.
d. assist the Debtor and the Debtor's counsel in the
preparation of the supporting documents for the Chapter 11
Reorganization Plan.
Tamarez will be paid at these hourly rates:
Albert Tamarez-Vasquez, CPA, CIRA $150
CPA Supervisor $100
Senior Accountant $85
Staff Accountant $65
Tamarez will receive a retainer in this case in the amount of
$5,000.00
Albert Tamarez-Vasquez, CPA, CIRA, of Tamarez CPA, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Tamarez may be reached at:
Albert Tamarez Vasquez, CPA, CIRA
Tamarez CPA, LLC
First Federal Saving Building,
1519 Ave. Ponce De Leon Suite 412,
PO Box 194136
San Juan, PR 00919-4136
Tel. (787) 795-2855
Fax (787) 200-7912
E-mail: atamarez@tamarezcpa.com
About Adler Group Inc.
Adler Group Inc. owns the Caguas Military property located at Carr
189 km 3.1 (interior) Rincon Ward, Gurabo Puerto Rico, which is
valued at $3 million. It holds inventory and equipment worth
$513,870. For 2015, the Debtor posted gross revenue of $1.61
million 2015 and gross revenue of $1.91 million for 2014.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 17-02727) on April 20, 2017. The
petition was signed by Jose Torres Gonzalez, authorized
representative.
At the time of the filing, the Debtor disclosed $3.52 million in
assets and $4.43 million in liabilities.
The case is assigned to Judge Mildred Caban Flores.
The Debtor hired MRO Attorneys at Law, LLC, as bankruptcy counsel.
AGENT PROVOCATEUR: PII Transfer Not Consistent with Privacy Policy
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Warren E. Agin, the Consumer Privacy Ombudsman appointed for Agent
Provocateur, Inc. and Agent Provocateur, LLC, has filed a Report
before the U.S. Bankruptcy Court for the Southern District of New
York on June 10, 2017.
The CPO concluded in the Report that the sale of substantially all
of the Debtors' assets to Provocateur International (US) LLC, might
include the transfer of the Personally Identifiable Information
(PII). The CPO noted that the Debtors collected the PII subject to
a written privacy policy agreeing to restrict transfer of PII, and
its customers should be presumed to have relied on that
representation when agreeing to provide their information.
Moreover, the CPO opined that the proposed transfer is not
consistent with the terms of the privacy policy because the Asset
Purchase Agreement filed places no conditions or restrictions on
the Buyer's use of the PII.
The CPO further noted that the proposed transfer of personal
information will be consistent with the terms of the privacy
policy, and can be allowed, if the Asset Purchase Agreement
requires the Buyer to continue use of the personal information in
accord with existing privacy policies, respect prior requests of
customers to opt-out of receipt of marketing messages, and limit
its use of the information to retail store operations under the
Agent Provocateur brand.
A full-text copy of the CPO Report is available for free at:
http://bankrupt.com/misc/nysb17-10987-145.pdf
About Agent Provocateur, Inc.
Agent Provocateur, Inc., based in New York, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-10987-MEW) on April 11, 2017.
The Hon. Michael E. Wiles presides over the case. William H.
Schrag, Esq., at Thompson Hine LLP, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1,000,001 to $10 million in
assets and $10,000,001 to $50 million in liabilities.
William K. Harrington, U.S. Trustee for the Southern District of
New York, on May 4 appointed three creditors of Agent Provocateur,
Inc., et al., to serve on the official committee of unsecured
creditors. Fox Rothschild LLP serves as the Committee's counsel.
U.S. Trustee William K. Harrington appoints Warren E. Agin as the
consumer privacy ombudsman for Agent Provocateur, Inc.
AM CASTLE: Overwhelming Majority of Secureds Back Prepack Plan
--------------------------------------------------------------
A. M. Castle & Co. has obtained the support of an overwhelming
majority of its secured creditors by aggregate number and dollar
value for its Prepackaged Joint Chapter 11 Plan of Reorganization.
The Company also announced that certain creditors have agreed to
extend, under the terms of the previously announced Restructuring
Support Agreement, the date for filing of the Company's Plan with
the Bankruptcy Court in Delaware by five days, to June 20, 2017,
and set the deadline to complete the Company's restructuring to
Aug. 31, 2017.
President and CEO Steve Scheinkman said, "The results of the vote
demonstrate extraordinary support of our Plan by our secured
creditors. We intend to file our Plan with the court in Delaware
shortly and anticipate that it will be approved later this summer,
hopefully within 45 to 60 days of the date of filing."
The voting results show that, by dollar value, 100 percent of the
votes cast by holders of both the Prepetition First Lien Secured
Claims and the Prepetition Second Lien Secured Claims, as well as
79.24 percent of the votes cast by holders of the Prepetition Third
Lien Secured Claims, approved the Plan (all capitalized terms as
defined in the Plan). In the aggregate, 98.32 percent of the
voting secured creditors by dollar value voted in favor of the
Plan. Additionally, a majority of voting holders in number in each
class approved the Plan, with an aggregate of 88.68 percent of
voting holders in number approving the Plan.
Scheinkman concluded, "We are extremely pleased with the outcome of
the vote on our Plan, and proud that we continue to deliver on the
timeline we outlined when we announced this restructuring on April
7. This vote, together with the recently announced commitments for
debtor-in-possession and exit financing with PNC Bank, now
positions us to file our Plan with the court in Delaware and emerge
on the timeline we originally projected. The entire Castle team is
energized, focused on growing our business, and anxious to complete
our restructuring this summer, putting the Company back on track to
assume its place as an industry leader."
About A. M. Castle & Co.
Founded in 1890, A. M. Castle & Co. (OTCQB:CASL) is a global
distributor of specialty metal and supply chain services,
principally serving the producer durable equipment, commercial
aircraft, heavy equipment, industrial goods, construction
equipment, and retail sectors of the global economy. Its customer
base includes many Fortune 500 companies as well as thousands of
medium and smaller-sized firms spread across a variety of
industries. It specializes in the distribution of alloy and
stainless steels; nickel alloys; aluminum and carbon. Together,
Castle and its affiliated companies operate out of 21 metals
service centers located throughout North America, Europe and Asia.
A.M. Castle reported a net loss of $107.98 million for the year
ended Dec. 31, 2016, following a net loss of $209.76 million for
the year ended Dec. 31, 2015. As of March 31, 2017, AM Castle had
$339.2 million in assets, $388.4 million in liabilities and a
$49.19 million stockholders deficit.
AMERIFORGE GROUP: Hires Jackson Walker as Co-Counsel
----------------------------------------------------
Ameriforge Gourp Inc., et al., seek permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Jackson Walker LLP as co-counsel for the Debtors.
The Debtors require the Firm to:
a. provide legal advice and services regarding local rules,
practices, and procedures, including Fifth Circuit law;
b. provide certain services in connection with administration
of the chapter 11 cases, including, without limitation, preparing
agendas, hearing notices, and hearing binders of documents and
pleadings;
c. review and comment on proposed drafts of pleadings to be
filed with the Court;
d. at the request of the Debtors, appear in Court and at any
meeting with the U.S. Trustee and any meeting of creditors at any
given time on behalf of the Debtors as their local and conflicts
bankruptcy co-counsel;
e. perform all other services assigned by the Debtors to the
Firm as co- counsel to the Debtors; and
f. provide legal advice and services on any matter on which
Kirkland & Ellis LLP and Kirkland & Ellis International LLP ("K&E")
may have a conflict, or as needed based on specialization.
The Firm's lawyers and paraprofessionals who will work on the
Debtors' cases and their hourly rates are:
Patricia B. Tomasco $750
Matthew D. Cavenaugh $575
Jennifer F. Wertz $465
Rachel Biblo $345
Attorneys $275-$750
Paralegal $175-$265
On April 17, 2017, the Firm received a retainer of $75,000.00 for
services performed and to be performed in connection with and in
contemplation of the filing of this case, of which $34,716.50 was
used for pre-petition services and expenses, not including filing
fees incurred upon filing these cases.
The Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Patricia B. Tomasco, Esq., partner in the law firm of Jackson
Walker LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:
-- The Firm and the Debtors have not agreed to any variations
from, or alternatives to, the Firm’s standard billing
arrangements for this engagement. The rate structure provided by
the Firm is appropriate and is not significantly different from (a)
the rates that the Debtor charges for other non-bankruptcy
representatives or (b) the rates of other comparably skilled
professionals.
-- The hourly rates used by the Firm in representing the
Debtors are consistent with the rates that the Firm charges other
comparable chapter 11 clients, regardless of the location of the
chapter 11 case.
-- Patricia B. Tomasco's hourly rate is $750.00, Matthew D.
Cavenaugh's hourly rate is $575.00, Jennifer F. Wertz's hourly rate
is $465.00, and Rachel Biblo's hourly rate is $345.00. The rates of
other attorneys in the Firm range from $275.00 to $750.00 an hour,
and paralegal rates range from $175.00 to $265.00 an hour. The Firm
represented the Debtors during the period immediately before the
Petition Date, using the foregoing hourly rates.
-- The Debtors have not yet approved the Firm’s budget and
staffing and plan; the Firm will provide a budget and staffing plan
in the event that the Debtors' proposed plan is not confirmed.
By separate application, the Debtors have also asked the Court to
approve the retention of Kirkland & Ellis LLP and Kirkland & Ellis
International LLP ("K&E") as lead counsel for the Debtors.
The Firm may be reached at:
Patricia B. Tomasco, Esq.
Jackson Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: 713-752-4200
Fax: 713-752- 4221
About Ameriforge Group
Houston, Texas-based Ameriforge Group Inc. filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 17-32660) on April
30, 2017. Patricia Baron Tomasco, Esq., at Jackson Walker LLP
serves as the Debtor's bankruptcy counsel. Judge David R. Jones
presides over the case.
Ameriforge Group Inc, et al., together with their non-Debtor
affiliates, are providers of technology, services, and
fully-integrated manufacturing capabilities to the oil and gas,
general industrial, aerospace, and power generation industries.
With more than 20 facilities worldwide and just under 1,100
employees, the Company offers a broad range of both high-engineered
and general forged products, as well as complementary aftermarket
services to more than 400 customers around the globe. The Company
specifically focuses on expertise in (a) the subsea drilling
production, completion, and infrastructure sectors of the oil and
gas industry; (b) the unconventional land-based drilling,
completion, and infrastructure sectors of the oil and gas industry;
(c) the gas turbine sector of the power generation industry; (d)
specialty components of the aerospace and off-road transportation
industries; and I general industrial manufacturing markets. The
Company was founded in 1996 as a provider of basic forged
products.
As of Dec. 31, 2016, the Company reported $580 million in book
value in total assets and $894 million in book value in total
liabilities.
In November 2016, the Company appointed two independent directors
to the board of directors for FR AFG Holdings, Inc., to oversee its
restructuring efforts.
ANCHORAGE MIDTOWN: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee on June 9 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Anchorage Midtown Motel, Inc.
About Anchorage Midtown Motel Inc.
Anchorage Midtown Motel, Inc. is a single asset real estate as
defined in 11 U.S.C. Section 101(51B). It owns the Anchorage
Midtown Motel, a centrally located motel/boarding house consisting
of four buildings with more than 62 rooms.
Anchorage Midtown Motel, Inc., based in Anchorage, Arkansas, filed
a Chapter 11 petition (Bankr. D. Alaska Case No. 17-00148) on April
25, 2017. Michael R. Mills, Esq., at Dorsey & Whitney LLP, serves
as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The petition was
signed by Kelly M. Millen, vice president and secretary.
ARMSTRONG ENERGY: Shareholders Adopt 2nd Amended & Restated Bylaws
------------------------------------------------------------------
Armstrong Energy, Inc., held a special meeting of shareholders on
June 7, 2017, at which the Company's shareholders approved the
adoption of the Company's Amended and Restated Certificate of
Incorporation and adopted the Second Amended and Restated Bylaws.
About Armstrong
Armstrong Energy, Inc., is a diversified producer of low chlorine,
high sulfur thermal coal from the Illinois Basin, with both surface
and underground mines. The Company markets its coal primarily to
proximate and investment grade electric utility companies as fuel
for their steam-powered generators. Based on 2015 production, the
Company is the fifth largest producer in the Illinois Basin and the
second largest in Western Kentucky.
Armstrong reported a net loss of $58.83 million on $253.9 million
of revenue for the year ended Dec. 31, 2016, compared to a net loss
of $162.14 million on $360.90 million of revenue for the year ended
Dec. 31, 2015. As of Dec. 31, 2016, Armstrong Energy had $334.2
million in total assets, $428.0 million in total liabilities and a
total stockholders' deficit of $93.80 million.
Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company incurred a substantial
loss from operations and has a net capital deficit as of and for
the year ended Dec. 31, 2016. The Company's operating plan
indicates that it will continue to incur losses from operations,
and generate negative cash flows from operating activities during
the year ended Dec. 31, 2017. These projections and certain
liquidity risks raise substantial doubt about the Company's ability
to meet its obligations as they become due within one year after
March 31, 2017, and continue as a going concern.
* * *
As reported by the TCR on Oct. 27, 2016, S&P Global Ratings said it
lowered its corporate credit rating on Armstrong Energy Inc. to
'CCC-' from 'CCC+' and placed the rating on CreditWatch with
developing implications.
In March 2016, Moody's Investors Service downgraded the ratings of
Armstrong Energy, Inc., including its corporate family rating to
'Caa1' from 'B3', probability of default rating (PDR) to 'Caa1-PD'
from 'B3-PD', and the rating on the senior secured notes to 'Caa2'
from 'B3'. The outlook is negative.
AT HOME GROUP: S&P Affirms 'B' CCR & Revises Outlook to Positive
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Plano, Texas–based home decor retailer At Home Group Inc. S&P
revised the outlook to positive from stable.
Home decor retailer At Home Group Inc. reported strong
first-quarter results on June 7, 2017, with same-store sales growth
of 5.8% and continued profitability gains.
In addition, S&P affirmed its issue-level rating on the
$300 million first-lien term loan. The recovery rating remains
'3', indicating S&P's expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery of principal in the event of a payment
default.
S&P does not rate the company's $215 million asset-backed lending
(ABL) revolving credit facility.
"The outlook revision reflects positive operating momentum as the
company continues to demonstrate sales and earnings growth ahead of
peers while balancing the cash outflows associated with its
aggressive store opening plans," said S&P Global Ratings credit
analyst Olya Naumova. In S&P's view, expanding marketing and
advertising efforts, an ability to source high-quality, low-cost
merchandise from abroad, and planned expansion of direct sourcing
capabilities will support At Home's market share expansion and
improved brand recognition in the coming year. S&P thinks the
company has the potential to continue to attract customers to its
large warehouse-style, low-service format stores with a large
assortment of home decor and tabletop merchandise that is priced
20%-50% lower than at major competitors and with a "treasure hunt"
shopping experience.
The positive outlook on At Home reflects S&P's expectation that the
company's unique physical store expansion format, diverse and large
SKU count, everyday low prices, and investments in direct sourcing
capabilities and lower-cost merchandize will continue to drive
gross and EBITDA margin expansion, and allow At Home to increase
its market share in the home decor industry. S&P believes the
company will extend its track record of operational execution and
gradually improve its credit measures and reduce leverage to below
5x in the next 12-18 months.
S&P could raise the rating if the company executes on its store
growth plans while limiting free cash flow burn and gradually
decreasing adjusted leverage. If S&P expects debt to EBITDA to
remain below 5x and FOCF to turn and remain positive on a sustained
basis, and At Home continues to gain market share and demonstrate
continued track record of successful new store openings, S&P could
raise the rating. Additional reduction in ownership by the private
equity sponsor would add support for an upgrade because S&P
believes this would reduce the risks of the company pursuing
debt-financed shareholder returns.
S&P could revise the outlook back to stable if credit measures do
not improve or cash burn accelerates in the coming year. This
could occur if At Home cannot manage growth on a leverage neutral
basis, whether from competitive pressures or traffic and ticket
declines. This would cause revenue growth to slow to below 15%,
gross and EBITDA margins to decline more than 200 basis points, and
S&P expects debt to EBITDA to remain 5.5x or more. S&P would also
consider a revision in outlook or lower rating in the event of a
sponsor-led debt-financed transaction.
AUTUMN COVE: Unsecureds to Get 100% in 8 Quarterly Installments
---------------------------------------------------------------
Autumn Cove Apartments, LLC, and affiliates filed with the U.S.
Bankruptcy Court for the Northern District of Georgia a disclosure
statement with regard to their joint chapter 11 plan, dated June 2,
2017.
The Plan contemplates a capital contribution of $150,000 from
Bernardo Kohn, owner of BM Georgia Properties, LLC, for the repair
and rehab of the Shannon Woods Property, with Plan payments to be
made from rent collections. Under the Plan, the debt owed COMM-2014
will be amortized at the contract rate of 4.84% over 27 years (it
was a 30-year amortization under the Loan Documents) and will be
paid in full on July 6, 2024, the Stated Maturity Date under the
Loan Documents.
Property Tax Claims will be paid in four quarterly installments
beginning three months after the Effective Date and continuing
every three months until paid with interest at the rate required
under Section 511 of the Bankruptcy Code until paid in full. Water
Claims will be paid in eight quarterly installments beginning three
months after the Effective Date and continuing every three months
until paid with interest at the rate required under Section 511 of
the Bankruptcy Code until paid in full.
The Priority Tax Claim will be paid in full on the Effective Date.
Convenience Class Creditors will not accrue interest and will be
50% on the Effective Date and 50% 60 days later. General Unsecured
Claim Creditors will be paid in eight quarterly installments
beginning three months after the Effective Date and continuing
every three months until paid in full without interest.
Plan payments will be made from net rental collections after
payment of operating expenses and the Rehab Budget. Debtors'
Professional Fee Claims will be paid, upon allowance, by a
contribution by or on behalf of Kohn equal to the difference
between the Allowed Fees and the prepetition retainer. Any Allowed
amounts over and above such contribution and application of the
prepetition retainer will be paid from rentals at a rate to be
agreed upon between the Debtors and their counsel.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ganb16-71783-77.pdf
About Autumn Cove Apartments
Autumn Cove Apartments, LLC (Bankr. N.D. Ga. 16-71783); Oakley
Woods Apartments, LLC (Bankr. N.D. Ga. Case No. 16-71787); Pine
Knoll Apartments, LLC filed its Chapter 11 petition (Bankr. N.D.
Ga. Case No. 16-71788); and Garden Gate Apartments, LLC (Bankr.
N.D. Ga. Case No. 16-12455), filed separate bankruptcy petitions
on
Dec. 5, 2016. Affiliate Shannon Woods Apartments, LLC filed its
Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-71790) on Dec. 6,
2016. The petitions were signed by Mike Kohn, manager, STOWA
Member, LLC. At the time of filing, each of the Debtors
estimated
assets at $1 million to $10 million, and liabilities at $10
million
to $50 million.
The Debtors are represented by Frank G. Nason, IV, Esq., at
Lamberth, Cifelli, Ellis & Nason, P.A.
No creditors' committee has been appointed in this case. No
trustee or examiner has likewise been appointed.
Autumn Cove Apartments, LLC, is based in 6200 Hillandale Drive,
Lithonia, GA., and is a single asset real estate business.
BELLS FOOD: Hires Barclay Damon as Counsel
------------------------------------------
Bells Food Center of Albion, NY, Inc., seeks authorization from the
U.S. Bankruptcy Court for the Western District of New York to
employ Barclay Damon, LLP as counsel.
The Debtor requires Barclay Damon to:
a. advise the Debtor of its rights, powers and duties as a
debtor and debtor in possession under Chapter 11 of the Bankruptcy
Code;
b. prepare, on behalf of the Debtor, any necessary and
appropriate applications, motions, draft orders, other pleadings,
notices, schedules and other documents, and reviewing financial and
other reports to be filed in this Chapter 11 case;
c. advise the Debtor concerning, and prepare responses to,
applications, motions, other pleadings, notices and other papers
that may be filed and served in this Chapter 11 case;
d. advise and counsel the Debtor with respect to any sales of
its assets and negotiate and prepare the agreements, pleadings and
other documents related thereto;
e. review the nature and validity of any liens or security
interests asserted against the Debtor's property, conferring with
the Debtor regarding the valuation of those assets asserted to be
collateral for such obligations and advise the Debtor concerning
the enforceability of such liens;
f. advise the Debtor regarding its ability to initiate actions
to collect and recover property for the benefit of its estate;
g. advise the Debtor concerning executory contracts and
unexpired lease assumptions, assignments and rejections and lease
restructurings;
h. assist the Debtor in reviewing, estimating and resolving
claims asserted against the Debtor’s estate;
i. commence and conduct any and all litigation necessary or
appropriate to assert rights held by the Debtor and to protect
assets of the Debtor's Chapter 11 estate; and
j. appear in Court on behalf of the Debtor as needed in
connection with this Chapter 11 case.
Barclay Damon lawyers who will work on the Debtor's case and their
hourly rates are:
Beth Ann Bivona, Esq. $335
John R. Weider, Esq. $335
Kelley Drye professionals hourly rates:
Partner $310-$410
Associate $185-$250
Paralegal $95-$150
As of the bankruptcy filing date, Barclay Damon LLP held a retainer
in the amount of $30,260.00 plus $1,717.00 for the filing fee.
Barclay Damon will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Beth Ann Bivona, Esq, partner in the law firm of Barclay Damon,
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.
Barclay Damon may be reached at:
Beth Ann Bivona, Esq.
John R. Weider, Esq.
Barclay Damon LLP
The Avant Building, Suite 1200
200 Delaware Avenue
Buffalo, NY 14202
Telephone: (716) 856-5500
About Bells Food Center of Albion
Bells Food Center of Albion NY, Inc., d/b/a Bells Food Center,
d/b/a Save-A-Lot, d/b/a Bell's Food Center of Albion, N.Y., Inc.,
d/b/a Pawlaks Save A Lot, is engaged in the grocery store business.
It is a small business debtor as defined in 11 U.S.C. 101(51D).
Bells Food Center of Albion NY filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 17-10953), on May 8, 2017. Jerome F. Pawlak,
president, signed the petition. As of the bankruptcy filing, the
Debtor disclosed $369,526 in assets and $1.72 million in
liabilities. The Hon. Michael J. Kaplan is the case judge. The
Debtor is represented by Beth Ann Bivona, Esq. and John R. Weider,
Esq. at Barclay Damon LLP.
BELLS FOOD: Hires Mark & Graber as Special Counsel
--------------------------------------------------
Bells Food Center of Albion, NY, Inc., seeks authorization from the
U.S. Bankruptcy Court for the Western District of New York to
employ Mark & Graber PLLC as special counsel.
The Debtor and Mark & Graber have agreed that Mark & Graber's
representation of the Debtor as its Special Counsel will be limited
to matters and representation of the Debtor in connection with the
state court eviction and matters in which Barclay Damon has a
potential conflict of interest.
Barclay Damon LLP is the Debtor's general counsel.
Mark & Graber lawyer who will work on the Debtor's case and his
hourly rate is:
Lance J. Mark, Partner $250
Prior to the commencement of this case, Mark & Graber had acted as
counsel to the Debtor in connection with an eviction proceeding. As
part of that representation, Mark & Graber received a retainer in
the amount of $750.00. As of the Petition Date, the entire retainer
was exhausted.
Lance J. Mark, Esq., partner at the law firm of Mark & Graber PLLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Mark & Graber may be reached at:
Lance J. Mark , Esq.
Mark & Graber PLLC
539-b Main Street
Medina, NY 14103
Tel: 585-798-5555
Fax: 585-798-5559
About Bells Food Center of Albion
Bells Food Center of Albion NY, Inc., d/b/a Bells Food Center,
d/b/a Save-A-Lot, d/b/a Bell's Food Center of Albion, N.Y., Inc.,
d/b/a Pawlaks Save A Lot, is engaged in the grocery store business.
It is a small business debtor as defined in 11 U.S.C. 101(51D).
Bells Food Center of Albion NY filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 17-10953), on May 8, 2017. Jerome F. Pawlak,
president, signed the petition. As of the bankruptcy filing, the
Debtor disclosed $369,526 in assets and $1.72 million in
liabilities. The Hon. Michael J. Kaplan is the case judge. The
Debtor is represented by Beth Ann Bivona, Esq. and John R. Weider,
Esq. at Barclay Damon LLP.
BENCHMARK POST: Hires SulmeyerKupetz as Counsel
-----------------------------------------------
Benchmark Post, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Central District of California to employ
SulmeyerKupetz, a Professional Corporation, as general counsel.
The Debtor requires SulmeyerKupetz to:
a. examine the claims of creditors in order to determine their
validity;
b. give advice and counsel to the Debtor in connection with
legal issues, including the use, sale or lease of property of the
estate, use of cash collateral, relief from the automatic stay,
negotiation with creditors holding secured and unsecured claims.
c. prepare and present a plan of reorganization and disclosure
statement, review, analysis, legal research, and the preparation of
documents, correspondence, and other communications with regard to
the foregoing matters and;
d. act as counsel on behalf of the Debtor in any and all
bankruptcy law and related matters which may arise in the course of
this case.
SulmeyerKupetz will be paid at these hourly rates:
Members and Senior Counsel $585-$675
Of Counsel $525-$560
Associates $425-$550
Paralegals $210-$225
The firm has received five prepetition payments totaling $92,500.00
for services to be rendered on behalf of the Debtor and Benchmark
Sound. Benchmark Post was the source of all five payments. The
first payment, in the amount of $7,500.00, was made on August 30,
2016 and was applied to prepetition services. The second payment,
in the amount of $7,500.00, was made on March 28, 2017 and was
applied to prepetition services. The third payment, in the amount
of $25,000.00, was made on April 12, 2017 and was applied to
prepetition services. The fourth payment, in the amount of
$10,000.00, was made on April 18, 2017 and was applied to
prepetition services. The fifth payment, in the amount of
$42,500.00, was made on April 26, 2017. Of this fifth payment,
$692.44 was applied to prepetition services, and the remaining
$41,807.56 was utilized as an advance fee for the firm's services
in the Chapter 11 case.
David S. Kupetz, Esq., member of the law firm of SulmeyerKupetz, a
Professional Corporation, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
SulmeyerKupetz may be reached at:
David S. Kupetz, Esq.
Jason D. Balitzer, Esq.
SulmeyerKupetz A Professional Corporation
333 South Hope Street, Thirty-Fifth Floor
Los Angeles, CA 90071-1406
Tel: (213) 626-2311
Fax: (213) 629-4520
E-mail: dkupetz@sulmeyerlaw.com
jbalitzer@sulmeyerlaw.com
About Benchmark Post, Inc.
Benchmark Post, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 17-15568) on May 5, 2017. The Hon.
Barry Russell presides over the case. SulmeyerKupetz APC
represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million
in both assets and liabilities. The petition was signed by Pedro
Jimenez, president.
BETTEROADS ASPHALT: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged debtors subject to involuntary Chapter 11 petitions:
Betteroads Asphalt LLC 17-04156
aka Betteroads Aspahalt Corporation
aka Betteroads Asphalt II LLC
PO Box 21420
San Juan, PR 00928
Betterecycling Corporation 17-04157
PO Box 21420
San Juan, PR 00928
Type of Business: BetterRoads Asphalt LLC produces warm mix
asphalt. Its products are used in airports,
highways, neighborhoods, and environment
projects. Betterecycling produces gasoline,
kerosene, distillate fuel oils, residual fuel
oils, and lubricants. The Debtors are
affiliates of Coco Beach Golf & Country Club,
S.E., which sought bankruptcy protection on
July 13, 2015 (Bankr. D.P.R. Case No. 15-
05312).
Web site: http://www.emdi.com/
Involuntary Chapter 11 Petition Date: June 9, 2017
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Petitioners' Counsel: Martha L Acevedo-Penuela, Esq.
O'NEILL & BORGES, LLC
American International Plaza
250 Munoz Rivera Ave., Suite 800
San Juan, PR 00918-1813
Tel: 787-764-8181
Fax: 787-753-8944
E-mail: martha.acevedo@oneillborges.com
- and -
Luis C Marini Biaggi, Esq.
O'NEILL & BORGES, LLC
250 Munoz Rivera Ave, Ste 800
San Juan, PR 00918
Tel: 787-764-8181
Fax: 787-753-8944
E-mail: luis.marini@oneillborges.com
- and -
Israel O. Alicea-Luciano, Esq.
ISRAEL ALICEA LAW OFFICES
239 Arterial Hostos Avenue
San Juan P.R. 00918-1475
Tel: (787) 250-1420
E-mail: israel_alicea@yahoo.com
- and -
Sonia Colon, Esq.
FERRAIUOLI, LLC
P.O. Box 195168
San Juan PR 00919-5168
Tel: 787-766-7000
E-mail: scolon@ferraiuoli.com
- and -
Jordi Guso, Esq.
BERGER SINGERMAN, LLP
1450 Brickwell Ave., Suite 1900
Miami FL 33131
Tel: (305) 714-4375
E-mail: jguso@bergersingerman.com
- and -
Diana Castro, Esq.
CASTRO MURIEL & CASTRO MURIEL
Urb Ext San Agustin, 1217 Calle 3
San Juan PR 00926 1833
Tel: 787 765-8658
- and -
Roberto Bolorin, Esq.
PO Box 2406
Guayama PR 00785
Alleged creditors who signed involuntary petition against
BetterRoads Asphalt:
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
St. James Security
Services, Inc. Judgment $184,242
Sargeant Marine, Inc. Vessel Charter $165,074
Agreements;
Arbitration
Award
Sargeant Trading, Ltd. Vessel Charter $104,355
Agreements;
Arbitration
Award
Facsimil Paper
Connection Corp. Judgment $9,874
Banco Popular de PR Loan Agreement $11,840,690
Banco Popular de PR Loan Agreement $6,790,317
Banco Popular de PR Loan Agreement $16,647,238
Santander Loan Agreement $2,068,170
Santander Loan Agreement $4,841,943
Santander Loan Agreement $9,259,182
Santander Loan Agreement $3,606,395
Firstbank PR Loan Agreement $6,458,768
Firstbank PR Loan Agreement $3,703,929
Firstbank PR Loan Agreement $9,078,644
Economic Development
Bank of P.R. Loan Agreement $1,152,939
Economic Development
Bank of P.R. Loan Agreement $661,179
Economic Development
Bank of P.R. Loan Agreement $4,137,250
Banco Popular de PR Loan Agreement $8,271,387
Banco Popular de PR Loan Agreement $4,256,358
Banco Popular de PR Loan Agreement $3,753,088
Other loans between Firstbank PR and Betteroads:
Firstbank PR Loan Agreement $1,280,239
Firstbank PR Loan Agreement $397
Alleged creditors who signed involuntary petition against
Betterecycling:
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
St. James Security Judgment $60,020
Services, Inc.
Control Force, Corp. Judgment $56,872
Champion Petroleum, Inc. Judgment $5,204
Banco Popular de PR Loan Agreement $11,840,690
Banco Popular de PR Loan Agreement $6,790,317
Banco Popular de PR Loan Agreement $16,647,238
Santander Loan Agreement $2,068,170
Santander Loan Agreement $4,841,943
Santander Loan Agreement $9,259,182
Santander Loan Agreement $3,606,395
First Bank PR Loan Agreement $6,458,768
First Bank PR Loan Agreement $3,703,929
First Bank PR Loan Agreement $9,078,644
Economic Development
Bank of P.R. Loan Agreement $1,152,939
Economic Development
Bank of P.R. Loan Agreement $661,179
Economic Development
Bank of P.R. Loan Agreement $4,137,250
Other loans between Banco Popular and Betterecyling:
Banco Popular de PR Loan Agreement $8,271,387
Banco Popular de PR Loan Agreement $4,256,358
Banco Popular de PR Loan Agreement $3,753,088
The involuntary petitions are available for free at:
http://bankrupt.com/misc/prb17-04156.pdf
http://bankrupt.com/misc/prb17-04157.pdf
BIONITROGEN HOLDINGS: Court Approves Case Dismissal
---------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order granting BioNitorgen Holdings' motion to dismiss case.
The order states, "The Court, having reviewed the Motion and having
heard the argument of counsel at the Hearing, noting that no
objections to the Motion has been filed . . . cases shall be
dismissed WITH PREJUDICE for 365 days from the entry of the Order,
without prejudice for the Debtors to seek to reopen the case(s) for
cause." BioNitrogen Holdings had previously filed with the Court a
motion seeking dismissal, explaining, "Given that there is no
immediate possibility of reorganization and no assets or causes of
action that would justify a conversion to Chapter 7, the Debtors
respectfully request that the Court enter an order dismissing these
chapter 11 cases. Under section 1112(b) of the Bankruptcy Code, the
Court shall dismiss a chapter 11 case 'for cause' if it is in the
best interests of creditors and the estate. As of the date herein,
the Debtors are holding the sum of approximately $154,000 in their
Debtor in Possession Account. The Debtors (with the agreement of
its professionals, and its largest creditors, Annon and the City of
Perry) intend to disburse the balance in its Debtor in Possession
Accounts (after payment of U.S. Trustee fees) to its Court-
approved professionals to: (a) reimburse the professionals for
their respective unpaid expenses; and (b) to the extent any funds
remain after payment of expenses in full, pro rata to each on
account of unpaid fees."
About BioNitrogen Holdings, Corp.
BioNitrogen Holdings Corp. (OTC PINK: BION) --
http://www.BioNitrogen.com/-- is a cleantech company based in
Miami, Florida, that utilizes patented technology to build
environmentally friendly plants that convert biomass into urea
fertilizer.
BioNitrogen Holdings, Corp., formerly known as Hidenet Securities
Architectures, Inc., doing business as BioNitrogen Corp., and its
affiliates filed for Chapter 11 protection (Bankr. S.D. Fla. Case
Nos. 15-29505 to 15-29515) on Nov. 3, 2015. Carlos A. Contreras,
chairman and CEO, signed the petitions. Bankruptcy Judges Robert
A. Mark, Laurel M. Isicoff and Jay Cristol preside over the cases.
BioNitrogen Holdings disclosed that the value of its assets are
"unknown" and its liabilities total $3.5 million. BioNitrogen
Florida Holdings and BioNitrogen Plant FL Taylor estimated assets
between $0 and $50,000, and debts at $1 million to $10 million.
Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin,
serve as bankruptcy counsel to the Debtors. The Debtors also hired
the Law Office of Frederick M. Lehrer. as their special counsel;
and Nexus Engineering Group, LLC, to provide them engineering
support services.
BIOSCRIP INC: Gilder Gagnon Reports 10.8% Stake as of May 31
------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Gilder, Gagnon, Howe & Co. LLC disclosed that as of
May 31, 2017, it beneficially owns 13,171,469 shares of common
stock, $0.0001 par value per share, of BioScrip, Inc. representing
10.89 percent of the shares outstanding. The shares reported
include 10,152,747 shares held in customer accounts over which
partners and/or employees of Gilder Gagnon have discretionary
authority to dispose of or direct the disposition of the shares,
251,851 shares held in the account of the profit sharing plan of
the Reporting Person, and 2,766,871 shares held in accounts owned
by the partners of the Reporting Person and their families. A
full-text copy of the regulatory filing is available for free at:
https://is.gd/pvF8zO
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.
BioScrip incurred a net loss attributable to common stockholders of
$50.59 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $309.51 million for the
year ended Dec. 31, 2015.
As of March 31, 2017, Bioscrip had $602.4 million in total assets,
$575.9 million in total liabilities, $2.54 million in series A
convertible preferred stock, $71.84 million in series C convertible
preferred stock, and a $47.85 million total stockholders' deficit.
* * *
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'.
BOEGEL FARMS: Wants Plan Filing Deadline Moved to Sept. 21
----------------------------------------------------------
Boegel Farms, LLC, and Three Bo's, Inc., ask the U.S. Bankruptcy
Court for the District of Kansas to extend the exclusive period to
file a reorganization plan and disclosure statement to Sept. 21,
2017, and to extend by 90 days the exclusive period to to solicit
plan acceptances.
The Debtors' exclusivity period currently expires on June 23,
2017.
The Debtors note that this is their first request for extension of
the exclusivity period. The Debtors assure the Court that this is
not filed for the purpose of delay, but rather to permit the
Debtors a realistic opportunity to propose a viable plan. The
Debtors believe that the Court will confirm a plan with an extended
allowance of the exclusivity period.
About Boegel Farms LLC
Boegel Farms, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 17-10222) on Feb. 23,
2017, estimating its assets and debt at $10 million to $50 million.
The petition was signed by Jack Boegel, president.
The case is assigned to Judge Robert E. Nugent.
Boegel Farms tapped David Prelle Eron, Esq. at Eron Law, P.A., as
counsel. It engaged Roger Schulz and Cathleen Mueller of Schulz
and Leonard, P.C., as its accountant.
No trustee has been appointed in the Debtor's case.
BOWLMOR AMF: PE Firm Buys Bowling Centers for $1 Billion
--------------------------------------------------------
Soma Biswas, writing for The Wall Street Journal Pro Bankruptcy,
reported that private-equity firm Atairos Group is paying more than
$1 billion for Bowlmor AMF, nearly four years after the world's
largest bowling-center operator exited bankruptcy protection,
according to a person familiar with the matter.
According to the report, the two companies announced the sale,
without disclosing a purchase price, last week.
The report related that Bowlmor AMF was created from the merger of
bowling chains Bowlmor and AMF Bowling, which was in bankruptcy at
the time. The company has $577 million in debt on its books,
according to its most recent earnings report, the report further
related.
Cerberus Capital and Credit Suisse obtained a 77.5% stake in AMF
through their ownership of the company's junior debt and by
investing $50 million in a rights offering, the report said.
About Bowlmor AMF
Bowlmor AMF is a leading bowling center operator in the US with
additional locations in Canada and Mexico. The company was
created
following the acquisition of AMF by Strike Holdings LLC (Bowlmor)
in 2013. The company acquired 85 bowling centers from Brunswick
Corporation in September 2014. The combined company operates
bowling centers under the AMF, Brunswick Zone, Brunswick Zone XL,
Brunswick's, Bowlero, and Bowlmor brands.
* * *
The Troubled Company Reporter, on Aug. 10, 2016, reported that
Moody's Investors Service has affirmed Bowlmor AMF Corp.'s B3
corporate family rating following the proposed transaction. As part
of the rating action, Moody's has assigned a B2 rating to the new
1st lien credit facility which includes a $470 million seven year
term loan and a $30 million five year revolver. The proposed $130
million 2nd lien term loan was assigned a Caa2 rating. The
probability of default rating (PDR) was upgraded to B3-PD from
Caa1-PD due to the change to a first and second lien debt structure
from a first lien only structure. The rating outlook is stable.
About AMF Bowling Worldwide
AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world. The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process. At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.
Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.
Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed
Chapter 11 plan in February 2002 by giving unsecured creditors
7.5% of the new stock. The bank lenders, owed $625 million,
received a combination of cash, 92.5% of the stock, and $150
million in new debt. At the time, AMF had over 500 bowling
centers.
Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr. Patrick J. Nash, Jr., Esq., Jeffrey D.
Pawlitz, Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis
LLP; and Dion W. Hayes, Esq., John H. Maddock III, Esq., and Sarah
B. Boehm, Esq., at McGuirewoods LLP, serve as the Debtors'
counsel. Moelis & Company LLC serves as the Debtors' investment
banker and financial advisor. McKinsey Recovery & Transformation
Services U.S., LLC, serves as the Debtors' restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.
Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.
An ad hoc group of second lien lenders is represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.
The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.
The Troubled Company Reporter, on July 10, 2013, reported that
reports that AMF Bowling Worldwide Inc., implemented the Chapter 11
plan giving ownership to second-lien creditors owed $80 million and
to Strike Holdings LLC, the owner of six high-end bowling centers
operating under the name Bowlmor. The bankruptcy court in
Richmond, Virginia, approved the plan with a June 25 confirmation
order.
CAMPBELLTON-GRACEVILLE: U.S. Trustee Forms 6-Member Committee
-------------------------------------------------------------
Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on June 8
appointed six creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of
Campbellton-Graceville Hospital Corporation.
The committee members are:
(1) Sun Ancillary Management, LLC
c/o Lynn Murphy, CEO
45 NE Loop 410, Suite 215
San Antonio, TX 78216
Tel: (210) 683-9061
(2) Mission Toxicology, LLC
c/o Lynn Murphy, CEO
45 NE Loop 410, Suite 215
San Antonio, TX 78216
Tel: (210) 683-9061
(3) Physicians Stat Lab, Inc.
c/o Benjamin J. Robinson, Esq.
Broad and Cassel, LLP
390 N. Orange Ave, Suite 1400
Orlando, FL 32801
Tel: (407) 839-4200
(4) Park Avenue Capital, LLC dba Max MD
c/o Scott A. Finlay
2200 Fletcher Avenue
Fort Lee, New Jersey 07024
Tel: (201) 963-0005
(5) Gilpin Givhan, PC
c/o George Thomas, President
P.O. Box 4540
Montgomery, Alabama 36103
Tel: (334) 244-1111
(6) Smith's Inc. of Dothan
c/o Thomas C. Parks, President
488 Ross Clark Circle NE
Dothan, AL 36303
Tel: (334) 794-6721
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 Campbellton-Graceville
Campbellton-Graceville Hospital Corporation filed a Chapter 11
bankruptcy petition (Bankr. N.D.Fla. Case No. 17-40185) on April
17, 2017. Hon. Karen K. Specie presides over the case. Berger
Singerman LLP represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million to $50 million in liabilities.
The petition was signed by Marshall Glade of GlassRatner Advisory
& Capital Group, LLC, chief restructuring officer.
CAPITAL REGION: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Capital Region Young Men's Christian Association, Inc.
dba Capital Region Family Health and Fitness
2001 Apalachee Pkwy
Tallahassee, FL 32301
Business Description: Capital Region Young Men's Christian
Association, Inc. is a non profit
organization serving communities in the
State of Florida. It offers day camps,
aquatics, youth sports, health and fitness,
and community programs.
Chapter 11 Petition Date: June 9, 2017
Case No.: 17-40248
Court: United States Bankruptcy Court
Northern District of Florida (Tallahassee)
Judge: Hon. Karen K. Specie
Debtor's Counsel: Thomas B. Woodward, Esq.
THOMAS B. WOODWARD
P.O. Box 10058
Tallahassee, FL 32302
Tel: 850-222-4818
Fax: 850-561-3456
E-mail: woodylaw@embarqmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Aaron Boyette, chief volunteer officer.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flnb17-40248.pdf
CASHMAN EQUIPMENT: Barge Supplier Files for Ch. 11 Amid $26M Suit
-----------------------------------------------------------------
Cashman Equipment Corp. and certain of its affiliates and
subsidiaries, Cashman Scrap & Salvage, LLC, Servicio Marina
Superior, LLC, Mystic Adventure Sails, LLC, and Cashman Canada,
Inc. filed bare-bones Chapter 11 petitions (Bankr. D. Mass. Case
No. 17-12205 to 17-12209) on June 9, 2017.
James M. Cashman, the president of the Debtors, also commenced his
own Chapter 11 case (Case No. 17-12204).
According to the Company's Web site at http://4barges.com/,Cashman
Equipment, headquartered in Boston, Massachusetts, was founded in
1995 as a barge rental and marine contracting company with a fleet
of 10 barges, 9 of which were built in the 1950s and 1960s.
Cashman Equipment now claims to have the youngest and one of the
largest fleets in the industry with over 120 vessels, including
inland and ocean barges ranging in size from 120' to 400',
accommodation barges, as well as specialized oil spill recovery
barges and cranes. Cashman maintains offices and fleets around the
world including the United States, Mexico, South America,
Singapore/Australia, the Persian Gulf, West Africa and the Caspian
Sea.
To complement the barge fleet, Cashman Equipment's affiliate tug
company, Servicio Marina Superior, operates both inland and
offshore tugs with a special emphasis on the international market.
In Mexico, Cashman Equipment's affiliate, CHM Maritime SAPI DE
C.V., operates a fleet of Mexican flagged tugs and barges based in
the Bay of Campeche.
The Hon. Joan N. Feeney presides over Mr. Cashman's cases. The
Hon. Melvin S. Hoffman is the case judge for Cashman Equipment, et
al.
Murphy & King, is serving as counsel to Cashman Equipment, et al.
Jeffrey D. Sternklar LLC is bankruptcy counsel to Mr. Cashman.
Cashman Equipment estimated $100 million to $500 million in assets
and liabilities.
Santander Suit
According to district court filings, the Debtors are defendants in
a lawsuit filed by Santander Bank, N.A., on March 27, 2017, styled
Santander Bank, N.A. v. Cashman Equipment Corp et al (D. Mass. Case
No. 1:17-cv-10527). The complaint asserts various causes of action
against the Debtors for breach of their obligations and various
defaults in connection with a loan made by Santander Bank.
Prior to the bankruptcy filing, Santander established certain
commercial vessel loan arrangements in favor of Cashman, Mystic,
and SMS. Such loans are evidenced by a series of promissory notes,
among other instruments and agreements:
* an Amended and Restated Promissory Note dated Nov. 1, 2011
(the "2011 Note"), with Cashman as maker, payable to the order of
Santander in the original principal amount of $3,881,944.
* a Term Promissory Note dated June 25, 2013 (the "2013 Note"),
with Cashman as maker, payable to the order of Santander in the
original principal amount of $6,000,000.
* an Amended and Restated Take Down Promissory Note dated July
23, 2014 (the "2014 Note"), with Cashman and SMS as makers, payable
jointly and severally to the order of the Bank in the original
principal amount of $2,708,333.
* a Take Down Promissory Note dated July 28, 2014 (the "Miss
Molly Note"), with Borrowers as makers, payable jointly and
severally to the order of the Bank in the original principal amount
of $7,000,000.
* a Take Down Promissory Note dated Oct. 10, 2014 (the "Mystic
Note"), with Borrowers as makers, payable jointly and severally to
the order of Plaintiff in the original principal amount of
$1,000,000.
* a Term Promissory Note dated Sept. 17, 2015 (the "2015 Note"),
with Borrowers as makers, payable jointly and severally to the
order of the Bank in the original principal amount of $17,000,000.
* an Amended and Restated Consolidation Loan Agreement dated
Sept. 17, 2015 (the "Credit Agreement"), which provided, inter
alia, that (1) Santander would lend Borrowers $17,000,000 to pay
off the outstanding principal amounts of the 2011 Note and the 2014
Note and Borrowers would refinance other outstanding indebtedness
owed to Plaintiff, and that (2) Borrowers and Santander amended and
restated all of the existing loan agreements governing the loans
evidenced by Notes.
The Loans are secured by vessel mortgages in favor of Plaintiff for
the following vessels:
(a) Cashman granted vessel mortgages in the Bank's favor for the
U.S. Flag vessels JMC 253, JMC 300, JMC 2514, JMC 3004, JMC 3012,
and JMC 3014; and for the United Mexican State Flag vessels JMC
3003 and JMC 3009;
(b) SMS granted a vessel mortgage in the Bank's favor for the
Republic of Vanuatu Flag vessel M/V Miss Molly;
(c) Mystic granted a vessel mortgage in the Bank's favor for the
US Flag vessel Mystic.
Mr. Cashman agreed to guarantee the payment and performance of the
Borrowers' liabilities and obligations under the Loans.
Santander says the Debtors have committed an Event of Default under
Section 9.3 of the Credit Agreement due to the occurrence of the
Debt Ratio Events of Default for the quarterly periods ending March
31, 2016, June 30, 2016, and Sept. 30, 2016.
According to Santander, the current unpaid principal amount of the
Loans that the Borrowers owe to Bank, together with all accrued and
unpaid interest, is in the aggregate amount of $26,460,081 (the
unpaid amount of which continues to accrue interest at the Default
Rate from the occurrence of the first Existing Event of Default on
March 31, 2016 and thereafter).
In their answer to the complaint, the Debtors say that they admit
that they have not paid their obligations to the Bank in full, but
do not admit that they are obligated to make such payment at the
current time.
In the District Court suit, Cashman Equipment, et al., are
represented by Charles R. Bennett, Jr., Esq., at Murphy & King.
Mr. Cashman is represented by Jeffrey D. Sternklar LLC.
Santander Bank is represented by:
Scott R. Magee
Jonathan W. Young
Scott R. Magee (BBO No. 664067)
LOCKE LORD LLP
111 Huntington Ave.
Boston, MA 02199
Tel: (617) 239-0100
Fax: (855) 595-1190
E-mail: jonathan.young@lockelord.com
scott.magee@lockelord.com
CASHMAN EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
James M. Cashman 17-12204
72 Jericho Road
East Dennis, MA 02638
Cashman Equipment Corp. 17-12205
41 Brooks Drive, Suite 1005
Braintree, MA 02184
Cashman Scrap & Salvage, LLC 17-12206
Servicio Marina Superior, LLC 17-12207
Mystic Adventure Sails, LLC 17-12208
Cashman Canada, Inc. 17-12209
Type of Business: The Debtors own, operate, rent, and sell a fleet
of vessels, including inland and ocean barges,
marine accommodation barges, specialized oil
spill recovery barges, and tugs, as well as
marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Chapter 11 Petition Date: June 9, 2017
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Melvin S. Hoffman (17-12205)
Hon. Joan N. Feeney (17-12204)
Cashman Equipment,
et al.'s Counsel: Harold B. Murphy, Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
One Beacon Street, 21st Floor
Boston, MA 02108
Tel: (617) 423-0400
Fax: (617)556-8985
E-mail: bankruptcy@murphyking.com
- and -
Michael K. O'Neil, Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
One Beacon Street
Boston, MA 02108
E-mail: moneil@murphyking.com
Mr. Cashman's
Counsel: Jeffrey D. Sternklar, Esq.
JEFFREY D. STERNKLAR LLC
26th Floor
225 Franklin Street
Boston, MA 02110
Tel: 6177335171
Fax: 6175076530
E-mail: jeffrey@sternklarlaw.com
Cashman Equipment's
Estimated Assets: $100 million to $500 million
Cashman Equipment's
Estimated Debt: $100 million to $500 million
The petitions were signed by James M. Cashman, president.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/mab17-12204.pdf
http://bankrupt.com/misc/mab17-12205.pdf
Cashman Equipment's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Cardi Corporation $17,000,000
400 Lincoln Avenue
Warwick, RI 02888
BP America Production Co. $7,200,000
501 Westlake
Park Blvd
Houston, TX 77079
President Insurance Agency $633,195
250 Copeland Street
Quincy, MA 02169
Eckert Seamans Cherin & $217,911
Mellot Cornelius
Al Jazeera Port $202,258
Nautilus Maritime Pte Ltd. $201,267
ABS Americas $169,982
Teras 333 Pte Ltd. $153,462
Coastal Marine Construction LLE $109,386
Tombros Services, Ltd. $108,355
Wilmington Trust Company $84,220
GMD Shipyard Corp $62,556
Leone, Morrissey, Henri $61,531
Ksen@syn
Superior Supply & Steel $60,223
VSB Partnes LLP $59,995
Portland Tugboat, LLC $58,500
Chantier Naval and Industrial $55,193
A&M Dockside Repair, Inc. $54,029
Lyons Shipyard, Inc. $47,959
Gaylin Malaysia SDN BHD $47,736
CENTORBI LLC: Renews Bid to Move Plan Filing Deadline to June 26
----------------------------------------------------------------
Centorbi, LLC and Centorbi Custom Cabinetry, Inc. filed an amended
second motion requesting the U.S. Bankruptcy Court for the Eastern
District of Missouri to extend their exclusive periods to file and
solicit acceptances of a Chapter 11 plan through June 26 and August
25, 2017, respectively.
The Debtors previously filed the motion on April 11, seeking to
extend the Plan Filing Exclusive Periods and Plan Acceptance
Exclusive Periods through June 12 and August 11, respectively. The
Debtors filed the amended motion to allow for a hearing on the
motion and a brief enlargement of the previous requested
extensions.
The Debtors inform the Court that they have recently consented to
Central Bank of Kansas City's relief from the automatic stay to
foreclose on the Debtors' facility and the Debtors are in the
process of moving to a new facility. Given the surrender of the
facility to Central Bank of Kansas City, the Debtors tell the Court
that the debt that they seek to restructure through their Chapter
11 plan has changed significantly since the last extension of the
Debtors' exclusivity periods.
In addition, the Debtors tell the Court that since Central Bank of
Kansas City has filed its motion for immediate payment of
administrative claim and discussions are continuing with respect to
the plan treatment of Central Bank and other creditors.
As such, the Debtors contend that they require additional time to
formulate and file a Chapter 11 plan that addresses their current
debt structure and business projections given the move to a smaller
facility.
About Centorbi, LLC
Centorbi LLC and Centorbi Custom Cabinetry, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case
No. 16-47459) on October 14, 2016. The petitions were signed by
Derek T. Centorbi, authorized member. The cases are assigned to
Judge Kathy A. Surratt-States.
At the time of the filing, Centorbi LLC estimated its assets and
liabilities at $1 million to $10 million. Centorbi Custom
estimated assets of less than $1 million.
CENTRAL GROCERS: Committee Tries to Block OK of DIP Financing
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Central Grocers
Inc. filed with the U.S. Bankruptcy Court for the District of
Delaware an objection to Central Grocers, LLC, et al.'s request for
authorization to obtain postpetition senior secured superpriority
financing and use cash collateral.
As reported by the Troubled Company Reporter on May 29, 2017, Matt
Chiappardi of Bankruptcy Law360 reported that the Court gave the
Debtor interim approval of up to $205 million in postpetition
financing from PNC Bank NA, to be used to help fund operations and
a proposed auction in which Jewel Food Stores Inc. has put in a
planned, $100 million stalking horse bid for 19 locations owned by
the Debtor and each of the stores' inventories.
According to the Committee, the post-petition facility provides no
new money and is nothing more than a thinly veiled and very
oppressive (from the standpoint of unsecured creditors) consensual
use of cash collateral. The DIP Lenders' many requests in
connection with the provision of the DIP Facility are unwarranted
and in certain circumstances, categorically egregious, which is
especially true with respect to the proposed roll-up of $200
million of prepetition debt, the Committee says.
"If approved, this newly christened 'postpetition debt' would be
secured by previously unencumbered assets, including avoidance
actions, commercial tort claims, proceeds from leasehold interests
and any other unencumbered assets that may exist. This sweep of
unencumbered assets even includes the lenders own collateral if the
lenders' liens are successfully avoided! While the Committee is
mindful that roll-ups are approved under certain circumstances
(granted the proper protections to disgorge and unwind are in
place), the extraordinary relief of a roll-up is typically
justified because a DIP lender is providing substantial new money.
Here, the DIP Lenders are providing nothing and taking everything,"
the Committee states.
The DIP Lenders, according to the Committee, are also requesting --
again, without lending any new money -- the payment of fees,
expenses and interest on the DIP Facility and prepetition revolving
credit facility that will ultimately total more than $11.5 million.
The Committee says, "Notwithstanding the excessive nature of fees
for what is plainly the continued consensual use of cash collateral
(which consensual use benefits nobody more than the lenders
themselves), such amounts are downright offensive considering the
DIP budget does not even contemplate the payment of stub rent and
503(b)(9) claims. And yet, if these inappropriate and overreaching
asks were not enough, the DIP Lenders also seek 506(c), 552(b) and
marshalling waivers. The
Committee, which represents a constituency asserting claims of no
less than approximately $100 million, is sincerely at a loss as to
the terms and conditions of this proposed DIP Facility. Adding
insult to injury, the proposed Final DIP Order (and DIP Credit
Agreement) inappropriately restrict the Committee's ability to
discharge its fiduciary duties by, among other things, (i)
providing a budget of just $35,000 to investigate the prepetition
secured lenders' liens and claims and any causes of actions or
claims that may be brought against such lenders, (ii) imposing a
60-day Challenge Period during which the Committee must not only
complete its investigation, but seek and obtain standing to
commence a Challenge, and (iii) limiting the Committee's
professional fees to a small fraction of what is afforded to the
Debtors' professionals (in fact, the professional fee budget for
the Committee's legal advisors is less than the amounts budgeted
for Debtors' claims agent). These restrictions contravene
applicable law, prevent the Committee from carrying out the tasks
for which it has been appointed, and should be removed or modified
as set forth herein. Furthermore, and as detailed below, the
proposed DIP Facility contains numerous other problems."
The DIP budget, according to the Committee, reflects that the
Debtors can live off cash and the DIP Facility provides no
additional cash. The proposed consensual use of cash collateral,
which is plainly all that the DIP Facility is providing, will
clearly benefit the lenders so there is no reason to think if their
consent is needed (which the Committee by no means concedes) they
will not grant it and the DIP Lenders' efforts to scoop up all of
the Debtors' unencumbered assets with its faux DIP Facility while
handsomely rewarding itself with a litany of fees and handcuffing
the Committee (and in certain cases, the Debtors) along the way is
therefore untenable, to say the least. Unless the proposed Final
DIP Order is substantially revised to address the serious concerns
discussed herein, the Court should deny the DIP Motion.
A copy of the Committee's Objection is available at:
http://bankrupt.com/misc/deb17-10993-270.pdf
About Central Grocers
Joliet, Illinois-based Central Grocers, Inc. --
http://www.central-grocers.com/-- is a supplier to independent
grocery stores in the Midwestern United States. Formed in 1917,
Central Grocers is organized as a retail cooperative (co-op) owned
by the independent supermarket retailers that Central supplies.
Central Grocers is the seventh largest grocery cooperative in the
United States. It supplies over 400 stores in the Chicago area
with groceries, produce, fresh meat, service deli items, frozen
foods, ice cream and exclusively the Centrella Brand distributor.
Sales have grown to $2.0 billion per year over the past 94 years.
Central Grocers sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10993) on May 4,
2017. Eleven affiliates of the company also filed separate Chapter
11 petitions (Bankr. D. Del. Case Nos. 17-10992, 17-10994 to
17-11003). The petitions were signed by Donald E. Harer, chief
restructuring officer.
At the time of the filing, the Debtors estimated their assets and
debts at $100 million to $500 million.
The cases are assigned to Judge Brendan Linehan Shannon.
Weil, Gotshal & Manges LLP serves as the Debtors' bankruptcy
counsel. The Debtors have also hired Richards, Layton & Finger
P.A. as local counsel; Lavelle Law, Ltd., as general corporate
counsel; Conway Mackenzie Inc. as financial advisor; and Peter J.
Solomon Company as investment banker. Prime Clerk is the claims
and noticing agent.
The Official Committee of Unsecured Creditors formed in the cases
retained Kilpatrick Townsend & Stockton LLP and Saul Ewing LLP as
attorneys.
CHINA FISHERY: Exclusive Plan Filing Deadline Moved to Nov. 1
-------------------------------------------------------------
The Hon. James L. Garrity, Jr., of the U.S. Bankruptcy Court for
the Southern District of New York has extended, at the behest of
China Fishery Group Limited (Cayman), et al., the exclusive period
during which only the Debtors may file a plan of reorganization
through and including Nov. 1, 2017, and the period during which
only the Debtors may solicit acceptances of the plan through and
including Jan. 22, 2018.
A copy of the court order is available at:
http://bankrupt.com/misc/nysb16-11895-583.pdf
A Disclosure Statement and Chapter 11 plan must be filed by Sept.
29, 2017.
The Debtors will meet with their lenders between June 15 and June
30, 2017, subject to lender availability, and will present economic
restructuring proposals at the meeting.
No later than July 15, 2017, the Debtors will provide a plan term
sheet addressing the distribution of proceeds or value of the
Debtors' estates, including with respect to Peruvian operations and
the PRC Businesses, and including all Debtors whose cases currently
are filed before the Court, which term sheet will include proposed
treatment of: (a) distribution to the Club Lenders and the holders
of CFG senior notes in satisfaction of their claims, including
interest and fees, against the Debtors, unless the lenders agree to
other treatment; (b) distribution to other Lenders in satisfaction
of their claims, including interest and fees, against the Debtors,
unless the lenders agree to other treatment; (c) treatment of
intercompany and affiliated claims against any of the Debtors; (d)
distribution of remaining proceeds or value in excess of the
amounts necessary to pay the creditors, unless the Lenders agree to
other treatment; and (e) any proposed treatment of stakeholders,
including contributions made or proposed to be made by, and whether
any releases are proposed to be given to, the stakeholders.
About China Fishery Group Limited (Cayman)
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016. The petition was signed
by Ng Puay Yee, chief executive officer. The cases are assigned to
Judge James L. Garrity Jr.
At the time of the filing, China Fishery Group estimated its assets
at $500 million to $1 billion and debts at $10 million to $50
million.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the
trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.
CHINOS INTERMEDIATE: Leadership Change Suggests Turnaround Need
---------------------------------------------------------------
Moody's Investors Service said that Chinos Intermediate Holdings A,
Inc.'s ("J.Crew," Caa2 negative) new CEO appointment may bring
opportunities for earnings growth over time, but the capital
structure in its current form is likely to remain untenable.
"The leadership change brings fresh perspective and presumably new
strategies that may well improve earnings over time," according to
Raya Sokolyanska, Vice President and Moody's lead analyst for
J.Crew. "However, it remains to be seen what strategic direction
and focus the new CEO will bring, and how this will impact
results."
"In Moody's views, J.Crew's key operational challenges that need to
be addressed are (i) improving the product value proposition, (ii)
increasing speed to market, and (iii) enhancing digital and
omni-channel capabilities," added Sokolyanska.
Chinos Intermediate Holdings A, Inc. ("J.Crew") is the indirect
parent company of J.Crew Group, Inc., a retailer of women's, men's
and children's apparel, shoes and accessories. For the fiscal year
ended January 28, 2017, the company generated $2.4 billion of sales
through its 281 J.Crew retail stores, 113 Madewell stores and 181
factory stores, its websites (jcrew.com, jcrewfactory.com and
madewell.com), and the J.Crew and Madewell catalogs. The company is
owned by TPG Capital, L.P. (TPG), Leonard Green & Partners, L.P.
(Leonard Green) and certain members of the executive management
team.
CIT GROUP: DBRS Assigns B(high) to $325MM Preferred Stock
---------------------------------------------------------
DBRS, Inc. assigned a rating of B (high) with a Stable trend to CIT
Group Inc.'s (CIT or the Company) preferred stock. The rating is
applicable to the recently announced $325 million of
Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock,
Series A issuance. The rating is positioned three notches below
CIT's Issuer Rating of BB (high), which also carries a Stable
trend. This notching is consistent with DBRS's base notching policy
for preferred shares issued for BB (high) rated entities.
CIT expects to use the net proceeds from the sale of the preferred
stock for general corporate purposes, including returning capital
to shareholders.
RATING DRIVERS
Further progress on the Company's strategic evolution to becoming a
commercial bank for the middle market evidenced by growing volumes
and share while maintaining CIT's sound commercial credit
performance and improving earnings would have positive rating
implications. Continued progress in expanding the contribution of
funding from deposits, while improving the overall quality of the
deposit base would be viewed favorably. Conversely, a sustained
deterioration in the Company's operating results; especially if
driven by weakening results in commercial banking or an outflow of
deposits resulting in a reversal of the improvement in the funding
profile could have negative ratings implications. Rising credit
costs beyond DBRS's tolerance levels indicating weakness in risk
management and servicing, or an increase in risk appetite could
potentially result in ratings being lowered. Further, an aggressive
return of capital to shareholders or a deployment of excess capital
via an acquisition not viewed as consistent with CIT's commercial
lending focus to middle market companies would be viewed negatively
by DBRS.
CLAIRE'S STORES: Incurs $6.75 Million Net Loss in First Quarter
---------------------------------------------------------------
Claire's Stores, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6.75 million on $299.62 million of net sales for the three
months ended April 29, 2017, compared to a net loss of $38.75
million on $299.64 million of net sales for the three months ended
April 30, 2016.
As of April 29, 2017, Claire's Stores had $1.97 billion in total
assets, $2.50 billion in total liabilities and a stockholders'
deficit of $522.09 million.
"We are highly leveraged, with significant debt service
obligations. As of April 29, 2017, we reported net debt (total
debt less cash and cash equivalents) of approximately $2.2 billion
with maturities ranging from 2019 through 2021.
"We completed the Exchange Offer to reduce our outstanding
indebtedness and improve liquidity through the reduction of cash
interest expense. After the Exchange Offer, the Company's
outstanding debt was reduced by approximately $396 million, debt
maturities were extended, and the Company estimates it will realize
annual cash interest savings of approximately $24 million.
"Repayment of our debt as it matures will require refinancing, and
we cannot make assurances that we will have the financial resources
required to obtain, or that the conditions of the capital markets
will support, any future refinancing, replacement or restructuring
of our indebtedness," the Company stated in the report.
As of April 29, 2017, the Company had cash and cash equivalents of
$25.7 million and all cash equivalents were maintained in one money
market fund invested exclusively in U.S. Treasury Securities.
In addition, as of April 29, 2017, the Company's foreign
subsidiaries held cash and cash equivalents of $17.6 million.
During the three months ended April 29, 2017, the Company
transferred certain cash held by foreign subsidiaries to the U.S.
to meet certain liquidity needs. During the remainder of Fiscal
2017, the Company expects a portion of its foreign subsidiaries'
future cash flow generation to be repatriated to the U.S. to meet
certain liquidity needs. The Company is currently accruing U.S.
income taxes, net of any foreign tax credit benefit, on all foreign
earnings deemed repatriated.
"We currently anticipate that cash on hand, cash generated from
operations and borrowings under our ABL Credit Facility and U.S.
Credit Facility will be sufficient to allow us to satisfy payments
of interest on our indebtedness, to fund new store expenditures,
and meet working capital requirements over the near-term. However,
this will depend, to a large degree, on our operating performance,
which may be adversely affected by general economic, political and
financial conditions, foreign currency exchange exposures, and
other factors beyond our control."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/wiHpBa
Claire's Stores furnished schedules containing certain supplemental
financial information as of and for the three month ended April, 29
2017, respecting (i) the Company and its subsidiaries (excluding
CLSIP Holdings LLC and CLSIP LLC, which have been designated as
"unrestricted subsidiaries" under the Company's debt agreements),
(ii) Claire's (Gibraltar) Holdings Limited and its subsidiaries,
and (iii) CLSIP Holdings LLC and CLSIP LLC that has been provided
to lenders of these entities under existing credit agreements. The
Schedules of Supplemental Financial Information as of April 29,
2017, is available for free at https://is.gd/Rmnvi9
About Claire's Stores
Hoffman Estates, Ill.-based Claire's Stores, Inc. --
http://www.clairestores.com/-- is a specialty retailer of
fashionable jewelry and accessories for young women, teens, tweens
and girls ages 3 to 35. The Company operates through its stores
under two brand names: Claire's and Icing. As of July 30, 2016,
Claire's Stores, Inc. operated 2,801 stores in 17 countries
throughout North America and Europe, excluding 806 concession
locations. The Company franchised 596 stores in 29 countries
primarily located in the Middle East, Central and Southeast Asia,
Central and South America, Southern Africa and Eastern Europe.
Claire's Stores reported net income of $53.89 million on $1.31
billion of net sales for the fiscal year ended Jan. 28, 2017,
compared to a net loss of $236.43 million on $1.40 billion of net
sales for the fiscal year ended Jan. 30, 2016.
* * *
In October 2016, Moody's Investors Service downgraded to 'Ca' from
'Caa3' the corporate family rating of Claire's Stores, Inc., and
took rating actions on various instruments. The outlook remains
negative. "These rating actions result from Claire's closing its
exchange offer, which we characterized as a distressed exchange, as
well as new credit facilities which were issued in tandem with the
closing of the exchange," stated Moody's Vice President Charlie
O'Shea.
In October 2016, S&P Global Ratings raised its corporate credit
rating on Claire's Stores to 'CC' from 'SD'. "The rating action
follows our review of Claire's capital structure, its liquidity
position following the recent debt exchange, and our expectations
for future restructuring actions. The company issued approximately
$179 million of new term loans that were used to cancel roughly
$575 million of notes and extend the debt maturities," said credit
analyst Samantha Stone. "The transaction is estimated to save the
company $24 million in annual cash interest savings."
CONCORDIA INTERNATIONAL: All 7 Candidates Elected to Board
----------------------------------------------------------
Concordia International Corp. announced the voting results from its
annual general and special meeting of shareholders held on June 9,
2017, in Oakville, Ontario.
The seven candidates nominated for election to Concordia's Board of
Directors, and listed in the Company's Management Information
Circular, dated May 8, 2017, were elected by a majority of the
votes cast by shareholders present or represented by proxy at the
Meeting. The newly elected directors are:
* Douglas Deeth
* Rochelle Fuhrmann
* Itzhak Krinsky
* Jordan Kupinsky
* Allan Oberman
* Francis Perier, Jr.
* Patrick Vink
In addition, at the Meeting all resolutions put to a vote were
passed, including the resolutions to approve: the re-appointment of
PricewaterhouseCoopers LLP as the auditor of the Company; the
Company's stock option plan; and the Company's long term incentive
plan.
About Concordia
Concordia is a diverse, international specialty pharmaceutical
company focused on generic and legacy pharmaceutical products. The
Company has an international footprint with sales in more than 90
countries, and has a diversified portfolio of more than 200
established, off-patent products. Concordia also markets Photofrin
for the treatment of certain rare forms of cancer.
Concordia operates out of facilities in Oakville, Ontario and,
through its subsidiaries, operates out of facilities in Bridgetown,
Barbados; London, England and Mumbai, India.
Concordia reported a net loss of US$1.31 billion for the year ended
Dec. 31, 2016, compared to a net loss of US$31.56 million for the
year ended Dec. 31, 2015. As of Dec. 31, 2016, Concordia had
US$3.73 billion in total assets, US$4.10 billion in total
liabilities and a total shareholders' deficit of $377.57 million.
* * *
In November 2016, Moody's Investors Service downgraded the ratings
of Concordia International Corp. including the Corporate Family
Rating to 'Caa1' from 'B3' and the Probability of Default Rating to
'Caa1-PD' from 'B3-PD'. "The downgrade follows continued weakness
in the business, an uncertain competitive environment, and an
unclear and challenging path towards deleveraging," said Jessica
Gladstone, Moody's senior vice president.
In May 2017, S&P Global Ratings lowered its corporate credit rating
on Concordia to 'CCC+' from 'B-'. "The downgrade reflects the
continued deterioration in Concordia's operating results, and
increased regulatory risk, which leads us to see heightened risk
for a potential distressed exchange or debt restructuring," said
S&P Global Ratings credit analyst Kim Logan.
CTI BIOPHARMA: Will Get $42.8-M Net Proceeds from Public Offering
-----------------------------------------------------------------
CTI BioPharma Corp. entered into an underwriting agreement with
Jefferies LLC acting as sole book-running manager and as
representative of the several underwriters on June 6, 2017,
relating to the offer and sale of 22,500 shares of the Company's
Series N-3 Preferred Stock, no par value per share. The price to
the public in this Offering was $2,000 per share of Series N-3
Preferred Stock. The net proceeds to the Company from this
Offering are expected to be approximately $42.8 million, after
deducting underwriting discounts, commissions and other estimated
offering expenses. The Offering closed on June 9, 2017.
Each share of Series N-3 Preferred Stock is convertible at the
option of the holder (subject to a limited exception), at any time
after issuance, into the number of shares of the Company's common
stock, no par value per share, determined by dividing the aggregate
stated value of the Series N-3 Preferred Stock of $2,000 per share
to be converted by the initial conversion price of $3.00 per share
of Common Stock. Cash will be paid in lieu of any fractional
shares. The initial conversion price is subject to adjustment in
certain events.
The Offering was made pursuant to the Company's shelf registration
statement on Form S-3 filed with the Securities and Exchange
Commission on Nov. 21, 2014, which became effective on Dec. 8, 2014
(Registration Statement No. 333-200452), as supplemented by a
preliminary prospectus supplement, free writing prospectus and
final prospectus supplement filed with the SEC on June 5, 2017,
June 6, 2017, and June 7, 2017, respectively.
The Company plans to use the net proceeds from the Offering to (i)
conduct the PAC203 clinical trial, (ii) submit a new Marketing
Authorization Application for pacritinib to the European Medicines
Agency, (iii) conduct additional research concerning the possible
application of pacritinib in indications outside of myelofibrosis,
and (iv) complete the PIX306 clinical trial, as well as for general
corporate purposes, which may include funding research and
development, conducting preclinical and clinical trials, acquiring
or in-licensing potential new pipeline candidates, preparing and
filing possible new drug applications and general working capital.
In the Underwriting Agreement, the Company has agreed to indemnify
the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribute to
payments that the Underwriters may be required to make because of
such liabilities.
Letter Agreement with BVF Partners L.P.
On June 9, 2017, the Company entered into a letter agreement with
BVF Partners L.P., an existing shareholder of the Company, pursuant
to which the Company has agreed to, upon BVF Partners's election
and subject to any board and committee approvals, exchange shares
of common stock purchased by BVF Partners directly from the Company
or underlying convertible preferred stock purchased by BVF Partners
directly from the Company, including the shares of common stock
underlying the Series N-3 Preferred Stock offered in the Offering,
into shares of a convertible non-voting preferred stock with
substantially similar terms as the convertible Series N-3 Preferred
Stock in this Offering, including a conversion "blocker" initially
set at 9.99% of the Company's common stock. Such right would
terminate if at any time BVF Partners' beneficial ownership of the
Company's common stock falls below 5%. The Company will take
commercially reasonable efforts to cooperate to effectuate such
exchange, provided that it does not adversely affect the Company
and complies with applicable federal and state securities laws.
Articles Amendment
On and effective June 8, 2017, the Company filed an Articles of
Amendment to its Amended and Restated Articles of Incorporation, as
amended with the Secretary of State of the State of Washington,
establishing and designating the Series N-3 Preferred Stock and the
rights, preferences and privileges thereof. Pursuant to the Series
N-3 Articles of Amendment, each share of Series N-3 Preferred Stock
is entitled to a liquidation preference equal to the initial stated
value of such holder's Series N-3 Preferred Stock of $2,000 per
share, plus any declared and unpaid dividends and any other
payments that may be due on such shares, before any distribution of
assets may be made to holders of capital stock ranking junior to
the Series N-3 Preferred Stock.
The Series N-3 Preferred Stock is not entitled to dividends except
to share in any dividends actually paid on the Common Stock or any
pari passu or junior securities. The Series N-3 Preferred Stock
will have no voting rights, except as otherwise expressly provided
in the Amended Articles or as otherwise required by law. However,
so long as at least 20% of the aggregate originally issued shares
of Series N-3 Preferred Stock are outstanding, the Company cannot
amend its Amended Articles, bylaws or other charter documents, in
each case so as to: (i) materially, specifically and adversely
affect the rights of the Series N-3 Preferred Stock; (ii) repay,
repurchase or offer to repay or repurchase or otherwise acquire any
shares of Common Stock, Common Stock equivalents, or other
securities junior to the Series N-3 Preferred Stock, except in
certain limited circumstances; (iii) authorize or create any class
of senior preferred stock; or (iv) enter into any agreement or
understanding with respect to any of the foregoing, in each case,
without the affirmative written consent of holders of a majority of
the outstanding shares of Series N-3 Preferred Stock.
The shares of Series N-3 Preferred Stock (i) may be converted into
shares of Common Stock at the election of the holder (subject to a
limited exception) and (ii) are subject to automatic conversion
into shares of Common Stock in certain circumstances.
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on the
acquisition, development and commercialization of novel targeted
therapies covering a spectrum of blood-related cancers that offer a
unique benefit to patients and healthcare providers. The Company
has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
CTI Biopharma reported a net loss attributable to common
shareholders of $52 million on $57.40 million of total revenues for
the year ended Dec. 31, 2016, compared to a net loss attributable
to common shareholders of $122.6 million on $16.11 million of total
revenues for the year ended Dec. 31, 2015.
As of March 31, 2017, CTI Biopharma had $44.66 million in total
assets, $55.03 million in total liabilities and a $10.37 million
total shareholders' deficit. As of March 31, 2017, cash and cash
equivalents totaled $33.3 million, compared to $44.0 million as of
Dec. 31, 2016.
"We will need to continue to conduct research, development, testing
and regulatory compliance activities with respect to our compounds
and ensure the procurement of manufacturing and drug supply
services, the costs of which, together with projected general and
administrative expenses, is expected to result in operating losses
for the foreseeable future. Additionally, we have resumed primary
responsibility for the development and commercialization of
pacritinib as a result of the termination of the Pacritinib License
Agreement in October 2016, and we will no longer be eligible to
receive cost sharing or milestone payments for pacritinib's
development from Baxalta. We have incurred a net operating loss
every year since our formation. As of December 31, 2016, we had an
accumulated deficit of $2.2 billion, and we expect to incur net
losses for the foreseeable future. Our available cash and cash
equivalents were $44.0 million as of December 31, 2016. We believe
that our present financial resources, together with payments
projected to be received under certain contractual agreements and
our ability to control costs, will only be sufficient to fund our
operations into the third quarter of 2017. This raises substantial
doubt about our ability to continue as a going concern," the
Company stated in its annual report for the year ended Dec. 31,
2016.
CYTOSORBENTS CORP: Stockholders Elect Five Directors
----------------------------------------------------
CytoSorbents Corporation held its annual meeting of stockholders on
June 6, 2017, at which the stockholders:
(1) elected Phillip P. Chan, Al W. Kraus, Edward R. Jones,
Michael G. Bator and Alan D. Sobel as directors to serve
until the Company's 2018 Annual Meeting of Stockholders,
or until their respective successors will have been duly
elected and qualified;
(2) approved an amendment and restatement of the CytoSorbents
Corporation 2014 Long-Term Incentive Plan; and
(3) ratified the appointment of WithumSmith+Brown, PC as the
Company's independent registered public accounting firm
for the year ending Dec. 31, 2017.
About Cytosorbents
Cytosorbents Corporation is engaged 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.
CytoSorbents Corporation recognized 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 March 31, 2017,
Cytosorbents had $8.28 million in total assets, $9.85 million in
total liabilities and a $1.57 million total stockholders' deficit.
DELAWARE SPORTS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Delaware Sports Complex, LLC,
as of June 8, according to a court docket.
About Delaware Sports Complex
Delaware Sports Complex, LLC owns the Delaware Sports Complex, a
180-acre state-of-the art indoor and outdoor sports facility for
training and play. Located in Middletown, Delaware, the complex
serves as a hub for tournaments of all different sports.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 17-11175) on May 23, 2017. Daniel
Watson, manager signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
DELTA MECHANICAL: Unsecureds May Get 70%+ Under New Kitchukov Plan
------------------------------------------------------------------
Todor Kitchukov and Chrome, Inc., filed with the U.S. Bankruptcy
Court for the District of Arizona a first amended joint plan of
reorganization and accompanying disclosure statement for Delta
Mechanical Inc., Arizona Delta Mechanical, Inc., California Delta
Mechanical, Inc., Carolina Delta Mechanical, Inc., Colorado Delta
Mechanical, Inc., Florida Delta Mechanical, Inc., Georgia Delta
Mechanical, Inc., and Nevada Delta Mechanical, Inc. (collectively,
the "Plan Debtors").
The Plan concerns only the assets, liabilities, and future
operations of the Plan Debtors. Only the Plan Debtors are intended
to be reorganized under the Plan. Consequently, the Plan is limited
to the Plan Debtors, their assets, and their liabilities.
The Plan Debtors estimate the total amount of general unsecured
claims against their bankruptcy estates to be approximately $7
million. Many of those claims, however, are disputed, contingent,
or unliquidated, and therefore may not be entitled to receive a
distribution under the Plan. The Plan projects that $4,914,836 will
be distributed to Class 11 unsecured claimants by the end of the
Plan Term. The distribution to unsecured creditors, therefore, is
projected to exceed 70% and could be significantly greater than
70%.
The Plan will be funded by the New Value Contributions, the Plan
Debtors' business operations, the Litigation Recoveries, and
recoveries from the retained causes of action.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/azb2-15-13316-865.pdf
About Delta Mechanical
Mesa, Arizona-based Delta Mechanical Inc. and its
debtor-affiliates
are engaged, generally, in the installation, maintenance, and
repair of plumbing and heating, ventilation, and air conditioning
fixtures and equipment. The Debtors, collectively, operate in 13
states, and employ approximately 350 people. Each of the Debtors
is a corporation that is wholly owned by Todor and Mariana
Kitchukov.
The Debtors sought Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Lead Case No. 15-13316) on Oct. 19, 2015. The Hon. George
B.
Nielsen, Jr., presides over the cases.
The Debtors are represented by John J. Hebert, Esq., Philip R.
Rudd, Esq., and Wesley D. Ray, Esq., at Polsinelli PC.
In its petition, Delta Mechanical estimated $1 million to $10
million in assets, and $10 million to $50 million in liabilities.
The petitions were signed by Todor Kitchukov, president.
DHX MEDIA: Fitch Assigns First-Time B+ IDR; Outlook Positive
------------------------------------------------------------
Fitch Ratings has assigned a first-time Issuer Default Rating (IDR)
of 'B+' to DHX Media, Ltd. The Rating Outlook is Positive. The
rating initiation is driven by DHX Media's recently announced
acquisition of Iconix Brand Group Inc.'s (Iconix) Entertainment
Division (IED). The acquisition is to be financed with a mix of
cash, secured bank debt and unsecured convertible debentures and
result in Fitch-defined pro forma total leverage of approximately
5.9x. The acquisition is expected to close by June 30, 2017.
The Positive Outlook reflects Fitch's comfort in management's
ability to integrate the IED acquisition. Fitch believes the
company will reduce the increased post-acquisition leverage using
free cash flow (FCF) given its history of increasing leverage for
acquisitions followed by periods of delevering. Fitch also believes
DHX Media will not look to make any material acquisitions until
company-calculated total leverage is below 3.0x (approximately
3.25x on a Fitch-calculated basis). Fitch expects a positive
operating environment for DHX Media over the rating horizon given
the strength of DHX Media's brands and expectations for continued
growth in children's programming.
On May 10, 2017, DHX Media announced the acquisition of IED for
US$345 million (11.2x LTM March 31, 2017 Adjusted Net EBITDA of
US$31 million). The deal is to be funded with US$11 million of cash
on hand, US$5 million drawn under a US$30 million secured revolver,
a US$480 million secured term loan B, and US$140 million of
unsecured convertible debentures. IED is comprised of an 80%
controlling interest in Peanuts (20% will continue to be owned by
members of the Charles Schulz family) and 100% of Strawberry
Shortcake. Peanuts was created in 1950, purchased by Iconix in 2010
and has more than 1,100 global licenses. Strawberry Shortcake,
created in 1982 and purchased by Iconix in 2015, has more than 300
global licenses and is the top show for girls on Netflix and Apple
Store with 86 million downloads and three million users.
Fitch views the IED acquisition positively given that it provides
DHX Media with two additional iconic global brands with strong
operating histories and established customer bases. IED offers a
smooth fit into DHX Media's focus on content creation, global
distribution and consumer product growth in the children's
programming space. It provides further customer and geographic
diversification and adds more than 340 half-hours to DHX Media's
library. The acquisition also provides potential upside for revenue
growth, primarily using the company's global distribution and
WildBrain's digital platform, and cost savings through headcount
reduction and lowering agency commissions by providing the services
through its in-house platform.
KEY RATING DRIVERS
Vertically Integrated Platform: DHX Media develops and creates
content for itself and others, delivering between 175 to 225 half
hours annually. This fresh content expands the world's largest
independent children' programming library, with more than 12,840
half hours of children's programming pro forma for IED's
acquisition. The company distributes programming globally to linear
and digital video outlets, including WildBrain, the largest
proprietary networks of children's content on YouTube, and four pay
TV Canadian channels. It also provides licensing and merchandising
for intellectual property (IP) it owns and IP it represents.
Strong Defensible Brand Recognition: DHX Media owns some of the
industry's most iconic children's programing brands including
Caillou, Yo Gabba Gabba!, Inspector Gadget, and Teletubbies. IED's
acquisition adds the Peanuts and Strawberry Shortcake brands, which
DHX Media plans to exploit across its vertically integrated
platform. The company's brands represent unique intellectual
property with global exposure that is virtually impossible to
recreate.
Diverse Revenue Base: DHX Media's vertically integrated platform
provides diversification across a broad product and content
offering, expansive geographic reach and deep customer base.
Because there is no overlap across DHX Media's or IED's top 10
customers, the top 10 customers combined represented less than 15%
of pro forma FY16 revenues and no single customer represented more
than 2.5% of pro forma FY16 revenues.
Children's Programming Growth: DHX Media is well positioned to
capitalize on continued growth in spending on children's
programming by linear and digital platforms. Spending on
children's/family programming by U.S. linear cable networks grew at
a 7.9% four year CAGR through 2016, exceeding overall total content
growth of 6.3%. Over-the-top networks have also made significant
investments in children's programming as part of their destination
branding efforts. Finally, children are increasingly accessing
directly content on the Internet with YouTube becoming a
centralized destination for online children's programming viewing.
Content Production Costs: Many of DHX Media's competitors have
deeper access to funding as they are part of larger, better
capitalized diversified conglomerates. However, although the
company has increased content production to refresh and expand its
library, it minimizes its cash outlays using government film tax
credits available only to Canadian content producers. To account
for cash variances, DHX Media uses interim production financing
(IPF) to fund shortfalls until the tax credits are collected and
the IPF is repaid as required. IPF's are non-recourse subordinated
loans made to a special purpose vehicle (SPV) specifically created
for each show's season and are secured by tax credits associated
with the season. As of March 31, 2017, the company had C$97 million
of IPFs secured by C$135.5 million of tax credits.
Highly Levered Company: Fitch-defined total leverage increases to
5.9x as a result of the IED acquisition. However, the company has a
history of increasing leverage to fund acquisitions followed by
periods of delevering and has committed to using free cash flow
(FCF) to reduce leverage to within its target total leverage of
3.0x to 4.0x (approximately 3.25x to 4.25x Fitch-calculated
leverage). In addition, management stated they will not look to
make any material acquisitions unless total leverage is less than
3.0x. Fitch's total leverage calculation includes the IPFs and the
SPV's EBITDA.
DERIVATION SUMMARY
DHX Media is weakly positioned compared to major global peers in
the children's programming subsector on most comparatives given its
relative lack of scale and elevated leverage. Many of its
competitors have deeper access to production funding as part of
larger, better capitalized diversified conglomerates. However, the
company benefits from its broad collection of iconic global brands,
diverse revenue sources and customer base, strong industry position
within its business segments and vertically integrated platform. In
addition, as a Canadian company, DHX Media uses access to Canadian
incentive programs and tax credits to fund a significant portion of
their content production costs. Fitch believes the company is well
positioned overall to continue exploiting the ongoing positive
growth characteristics of the children's programming subsector. No
country-ceiling or parent/subsidiary aspects impact the rating.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Mid- to hi-single digit aggregate pro forma revenue growth
driven by: 1) 15% annual growth at IED as existing and new content
and other offerings benefit from DHX Media's vertically integrated
platform; 2) high single digit growth in Distribution driven by
strong growth at WildBrain and historical growth in content
production; 3) low teens growth in Consumer Products as the company
focuses more on owned IP; 4) low single digit growth in Production
with new production levelling off between 175 and 225 half-hours
annually; and 5) mid-single digit declines in Broadcasting as
continued softness in cable networks overall more than offsets the
addition of commercials;
-- Margin improvement driven by synergies resulting from the IED
acquisition and overall economies of scale;
-- Annual FCF generation doubling to $85 million for FY2019. Fitch
assumes the majority is used for debt repayment, in line with
management comments, and total leverage is reduced to 5.1x by
June 30, 2019;
-- No new M&A activity over the ratings horizon.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- The Positive Outlook is driven by the company's robust and
diverse business model, synergy benefits from the IED acquisition,
and the potential for delevering through debt repayment within the
next 18 to 24 months.
-- Strong revenue growth and EBITDA and FCF expansion driven
primarily by the execution of IED's cost synergies along with
potential benefits from the company's economies of scale resulting
in Fitch-calculated total leverage declining below 5.0x.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Weakening of operating profile characterized by weak organic
revenue growth and lack of margin expansion owing to sector
headwinds, delayed integration execution, and inability to expand
penetration of content.
-- Adverse operating performance and/or failure to achieve planned
cost savings resulting in gross leverage increasing above 6.0x for
a sustained period.
LIQUIDITY
Fitch believes that DHX Media has adequate liquidity. As of March
31, 2017, pro forma for the IED acquisition, the company will have
C$32 million of cash (excluding C$17.5 million of restricted cash),
a C$41 million revolver (C$7 million outstanding) and Fitch's
estimates of average annual FCF generation of roughly C$12 million.
DHX Media benefits from low capital expenditure requirements which
have approximate less than 1% of revenues and the resulting strong
FCF conversion metrics. Fitch believes the company will have enough
internally generated cash over the ratings case to cover the modest
annual amortization payments (1% of the first lien term loan per
year) over the rating horizon.
FULL LIST OF RATING ACTIONS
DHX Media, Ltd.
-- Long-Term IDR 'B+'
-- Senior Secured Credit Facilities 'BB+/RR1'.
The Rating Outlook is Positive.
DHX MEDIA: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating, a
B2-PD probability of default rating, and a stable ratings outlook
to DHX Media Ltd. The action is in conjunction with the company's
launch of financing to fund its pending US$345 million
debt-financed purchase of the entertainment division of Iconix
Brand Group Inc. (Iconix; unrated; the Peanuts Acquisition). The
financing is comprised of a six-and-a-half-year US$480 million term
loan and a five-year US$30 million revolving credit facility, both
of which were rated B2. Moody's also assigned an SGL-3 speculative
grade liquidity rating, indicating adequate liquidity.
"The Peanuts acquisition is strategically appropriate, and provides
significant revenue diversification, but with synergies being
back-ended, elevated leverage is likely to persist for at least a
couple of years," said Bill Wolfe, a Moody's senior vice president.
Wolfe added that DHX' track record of de-levering after significant
acquisition activity, and management's commitment to de-lever to
below a company-defined measure of 4x leverage by June 2019, were
positive considerations.
DHX signed an agreement on May 10, 2017, to acquire Iconix'
entertainment division, comprised of an 80% controlling interest in
Peanuts and 100% of Strawberry Shortcake (the Peanuts Acquisition).
The remaining 20% interest in Peanuts will continue to be held by
members of the family of Charles M. Schulz, the property's creator.
The transaction is expected to close by June 30, 2017.
This is the first time that Moody's has rated DHX. Ratings are
contingent upon Moody's review of the final transaction, and
satisfaction that all parameters substantially conform to
expectations.
The following summarizes DHX' ratings and actions:
Rating and Outlook Actions:
Issuer: DHX Media Ltd.
-- Corporate Family Rating, Assigned B2
-- Probability of Default Rating, Assigned B2-PD
-- Outlook, Assigned Stable
-- Speculative Grade Liquidity Rating, Assigned SGL-3
-- Senior Secured Credit Facility, Assigned B2 (LGD3)
RATINGS RATIONALE
DHX Media Ltd. (DHX) B2 CFR stems primarily from leverage of
debt/EBITDA in excess of 6x stemming from the Peanuts acquisition
(Moody's adjusted, normalized and estimated pro forma), and the
uncertain growth rate and future return economics from the
acquisition. The transaction is strategically appropriate and adds
significant product line and geographic diversification, but its
size and nature imply significant execution risks. Management's
track record of de-levering subsequent to material acquisitions and
its related commitment to de-lever to inside a company-defined 4x
measure within two years, are also positive considerations, while
DHX' modest scale is a ratings' constraint.
DHX has an SGL-3 speculative grade liquidity rating (indicating
adequate liquidity arrangements) because Moody's expects
Production-related deficits to be project financed, and because the
Library business is expected to generate free cash flow of about
$15 million in the four quarters subsequent to the Peanuts
Acquisition. DHX is also expected to have about CAD35 million of
cash when the transaction closes. The company will also have ~CAD35
million of availability under a US$30 million revolving term loan
which is expected to be committed to June 30, 2022. The facility is
expected to feature a maximum Total Net Leverage Ratio covenant
with opening compliance cushion of ~30% that will not limit access.
Owing to pledging security over its assets, DHX likely has limited
access to alternative liquidity from asset sale proceeds.
Rating Outlook
The stable outlook is based on expectations of debt/EBITDA for the
Library business declining towards 5x by the end of fiscal 2019
(DHX has a June fiscal year-end).
What Could Change the Rating -- Up
Upwards rating pressure is contingent upon positive industry
fundamentals, solid operating performance, growing cash flow and
leverage of debt/EBITDA for the Library Business declining below
4.5x.
What Could Change the Rating -- Down
DHX' rating could be downgraded in the event that its integration
of Peanuts stumbles and leverage increases beyond 6.5x, or it
liquidity arrangements deteriorate markedly.
Company Profile
Headquartered in Halifax, Nova Scotia and with corporate offices in
Toronto, Ontario, publicly traded DHX Media Ltd. owns and produces
children's audiovisual content and brands, and has agreed to
acquire an 80% controlling interest in Peanuts and 100% of
Strawberry Shortcake from Iconix Brand Group Inc. (Iconix) for
US$345 million (~CAD465 million). Pro forma for the transaction,
which is expected to close by about June 30, 2017, annual revenues
will be approximately CAD450 million.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
DOLPHIN DIGITAL: Newly Bought 42 West Had $2.41M Profit in 2016
---------------------------------------------------------------
Dolphin Digital Media, Inc. previously announced the closing of its
acquisition of 42West, LLC on March 30, 2017, on the terms and
subject to the conditions set forth in the Membership Interest
Purchase Agreement dated March 30, 2017, by and among the Company
and Leslee Dart, Amanda Lundberg, Allan Mayer and the Beatrice B.
Trust.
The Company filed with the Securities and Exchange Commission an
amended current report on Form 8-K/A to include 42West's audited
financial statements as of, and for the years ended, Dec. 31, 2016
and 2015 and the unaudited pro forma combined financial information
related to the 42West Acquisition.
For the year ended Dec. 31, 2016, 42 West reported net income of
$2.41 million on $18.56 million of revenue compared to net income
of $3.18 million on $19.76 million of revenue for the year ended
Dec. 31, 2015. As of Dec. 31, 2016, 42 West had $4.02 million in
total assets, $2.78 million in total liabilities and $1.23 million
in members' equity. A full-text copy of the Annual Report is
available for free at https://is.gd/RQmAuo
The Unaudited Pro Forma Combined Financial Information is available
for free at https://is.gd/p5Wnsz
About Dolphin Digital
Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and high
quality digital entertainment. By creating and managing
child-friendly social networking websites utilizing
state-of-the-art fingerprint identification technology, Dolphin
Digital Media has taken an industry-leading position with respect
to internet safety, as well as digital entertainment.
Dolphin Digital reported a net loss of $37.19 million for the year
ended Dec. 31, 2016, following a net loss of $8.83 million for the
year ended Dec. 31, 2015. As of March 31, 2017, Dolphin Digital
had $34.27 million in total assets, $35.67 million in total
liabilities, and a total stockholders' deficit of $1.39 million.
BDO USA, LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The Company, according to BDO USA, has suffered recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
EAGAN AVENATTI: Hires Pachulski Stang as Counsel
------------------------------------------------
Eagan Avenatti LLP, seeks authorization from the U.S. Bankruptcy
Court for the Central District of California to employ Pachulski
Stang Ziehl & Jones, LLP as counsel.
The Debtor requires PSZJ to:
a. advise the Debtor regarding the requirements of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the
"Bankruptcy Rules"), the Local Bankruptcy Rules, and the
requirements of the U.S. Trustee pertaining to the administration
of the Debtor’s Estate;
b. advise and represent the Debtor concerning the rights and
remedies of the Estate in regards to the assets of the Estate;
c. prepare, among other things, motions, applications,
answers, orders, memoranda, reports, and papers in connection with
the administration of the Estate;
d. protect and preserve the Estate by prosecuting and
defending actions commenced by or against the Debtor;
e. analyze, and prepare necessary objections to proofs of
claim filed against the Estate;
f. conduct examinations of witnesses, claimants, or adverse
parties;
g. represent the Debtor in any proceeding or hearing in the
Bankruptcy Court;
h. advise and represent the Debtor in the negotiation,
formulation, and drafting of any plan of reorganization and
disclosure statement;
i. advise and represent the Debtor in connection with
investigation of potential causes of action against persons or
entities, including, but not limited to, avoidance actions, and the
litigation thereof, if warranted; and
j. render such other advice and services as the Debtor may
require in connection with the Case.
PSZJ lawyers and paraprofessionals who will work on the Debtor's
case and their hourly rates are:
Richard M. Pachulski $1,195
Ira D. Kharasch $1,025
Robert M. Saunders $725
Beth Dassa, paralegal $350
PSZJ will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Robert M. Saunders, Esq., Pachulski Stang Ziehl & Jones LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
PSZJ may be reached at:
Robert M. Saunders, Esq.
Richard M. Pachulski, Esq.
Ira D. Kharasch, Esq.
Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067
Tel: (310) 277-6910
Fax: (310)201-0760
E-mail: rpachulski@pszjlaw.com
ikharasch@pszjlaw.com
rsaunders@pszjlaw.com
About Eagan Avenatti, LLP
Headquartered in Newport Beach, California, Eagan Avenatti LLP
provides legal services specializing in commercial, civil law and
business litigation cases.
Eagan Avenatti filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 17-11878) on May 10, 2017. The Hon. Catherine E. Bauer
presides over the case. Elizabeth A. Green, Esq., at Baker &
Hostetler LLP, serves as bankruptcy counsel.
An involuntary case under Chapter 11 was previously filed against
Eagan Avenatti on March 1, 2017 (Bankr. M.D. Fla. Case
6:17-bk-01329). That case was transferred to Santa Ana Division
and reassigned to Bankruptcy Judge Catherine E. Bauer under case
number 17-11878.
EARTHLINK HOLDINGS: S&P Raises CCR to 'B+' on Acquisition Closing
-----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Atlanta-based EarthLink Holdings Corp. to 'B+' from 'B' and removed
it from CreditWatch, where S&P placed it with positive implications
on Nov. 7, 2016. The rating outlook is stable.
"The upgrade follows the successful completion of Windstream's
acquisition of EarthLink and redemption of EarthLink's debt," said
S&P Global Ratings credit analyst Ryan Gilmore.
S&P subsequently withdrew all its ratings on EarthLink, including
the 'B+' corporate credit rating.
EASTERN ILLINOIS UNIV: Moody's Cuts AFS Revenue Bonds Rating to B2
------------------------------------------------------------------
Moody's Investors Service has downgraded Eastern Illinois
University's (EIU's) Auxiliary Facilities System (AFS) Revenue
Bonds to B2 from B1 ($11 million outstanding) and downgraded the
Certificates of Participation (COPs) to Caa2 from Caa1 ($86 million
outstanding). The outlook is negative. This concludes the review
for downgrade initiated on April 17, 2017.
The downgrades reflect EIU's highly stressed financial position,
nearly exhausting all of its liquidity at the June 30, 2017 close
of fiscal 2017, the likely continuation of steep enrollment
declines and no assurance of the timing or level of future state
funding.
The B2 rating on the AFS Revenue Bonds reflects the secured
interest in the system revenues and retained system reserves
roughly equal to AFS debt outstanding. The rating also favorably
incorporates the strength of the pledge, with bondholders having a
priority claim on net tuition revenue if net AFS revenues are
insufficient to cover debt service. Offsetting credit challenges
are weaker system performance reflecting falling enrollment and
authorization by the board to use funds that are legally restricted
to the AFS for non-AFS purposes should the state fail to
appropriate sufficient funds to cover university expenses.
The Caa2 rating on the COPs reflects the unsecured nature of the
obligation and heightened risk of a debt service payment default or
cancellation of the purchase contract due to near exhaustion of
already thin liquidity, lack of a viable state funding solution,
weak revenue generating prospects from other sources, and very weak
cash flow.
Rating Outlook
The negative outlook reflects the potential for further credit
deterioration given EIU's exposure to ongoing potential delays and
reductions in state funding with limited alternative revenue growth
potential. Absent state funding, further deterioration of already
critically thin liquidity is highly likely. The negative outlook
also reflects expectations for declining enrollment which would
further depress the university's operations.
Factors that Could Lead to an Upgrade
Significant and sustained improvement in liquidity
Resumption of steady and consistent state support contributing to
improved operating performance
Stabilized enrollment and growth in student charges revenue
Factors that Could Lead to a Downgrade
Ongoing decline in directly paid state operating support or
"on-behalf" payments for pension and other post-retirement health
benefits
Continued weak operations driven by lower or delayed state funding
and continued enrollment declines
Further declines in liquidityFor the AFS bonds, draws on AFS
reserves to support non-AFS operations
For the COPs, failure to appropriate funds for debt service
Legal Security
The AFS revenue bonds are secured by the net revenues of the
system, as well as mandatory student fees and tuition revenues,
subject to the prior payment of operating and maintenance expenses
of the Auxiliary Facilities System to the extent necessary. There
is a rate covenant requiring 2.0 times coverage of maximum annual
debt service and an additional bonds test. There is no debt service
reserve fund.The Certificates of Participation (COPs) are payable
from both state-appropriated funds and from budgeted legally
available funds of the university from sources other than state
appropriations, including tuition and fees. The COPs are payable
from the university's broad budget, and the obligation to pay can
be terminated in the event that the university does not receive
sufficient state appropriations and does not have other legally
available funds. While the COPs typically benefit from the breadth
of revenue available to pay debt service, the lack of state
appropriation and severe budgetary and liquidity pressures
materially weakens EIU's COP security relative to the AFS bonds.
Use of Proceeds
Not applicable
Obligor Profile
Eastern Illinois University, founded in 1895, is a regional public
university located in Charleston, approximately 50 miles south of
Champaign. EIU offers baccalaureate and master's degrees in
education, business, arts, sciences, and humanities. It reported
enrollment of over 6,200 headcount for fall 2016.
Methodology
The principal methodology used in this rating was Global Higher
Education published in November 2015.
EXCO RESOURCES: Fairfax Reports 45.8% Stake as of May 31
--------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of common stock of EXCO Resources, Inc. as of May 31,
2017:
Shares Percentage
Beneficially of
Name Owned Shares
---- ------------ ----------
V. PREM WATSA 215,846,379 45.8%
1109519 ONTARIO LIMITED 215,787,979 45.8%
THE SIXTY TWO INVESTMENT COMPANY 215,787,979 45.8%
810679 ONTARIO LIMITED 215,846,379 45.8%
FAIRFAX FINANCIAL HOLDINGS LIMITED 215,787,979 45.8%
FFHL GROUP LTD. 194,851,585 41.3%
RIVERSTONE HOLDINGS LIMITED 1,608,565 0.3%
RIVERSTONE INSURANCE LIMITED 1,608,565 0.3%
FAIRFAX (US) INC. 100,467,690 21.3%
ZENITH NATIONAL INSURANCE CORP. 9,104,332 1.9%
ZENITH INSURANCE COMPANY (U.S. entity) 9,104,332 1.9%
TIG INSURANCE COMPANY 16,123,465 3.4%
ODYSSEY US HOLDINGS INC. 73,449,933 15.6%
ODYSSEY RE HOLDINGS CORP. 73,449,933 15.6%
ODYSSEY REINSURANCE COMPANY 73,449,933 15.6%
CLEARWATER SELECT INSURANCE COMPANY 13,016,647 2.8%
NEWLINE HOLDINGS UK LIMITED 6,108,778 1.3%
NEWLINE CORPORATE NAME LIMITED 6,108,778 1.3%
CRUM & FORSTER HOLDINGS CORP. 1,789,960 0.4%
UNITED STATES FIRE INSURANCE COMPANY 1,789,960 0.4%
ADVENT CAPITAL (HOLDINGS) LTD. 8,722,507 1.8%
ADVENT CAPITAL (NO. 3) LTD 8,722,507 1.8%
NORTHBRIDGE FINANCIAL CORPORATION 51,726,899 11.0%
FEDERATED INSURANCE COMPANY OF CANADA 9,651,572 2.0%
NORTHBRIDGE GENERAL INSURANCE CORP 42,075,327 8.9%
NORTHBRIDGE PERSONAL INSURANCE CORP 1,884,169 0.4%
ZENITH INSURANCE CO (Canadian entity) 518,147 0.1%
BRIT LIMITED 27,182,231 5.8%
BRIT INSURANCE HOLDINGS LIMITED 27,182,231 5.8%
BRIT SYNDICATES LIMITED 22,477,047 4.8%
BRIT INSURANCE (GIBRALTAR) PCC Ltd 4,705,184 1.0%
FAIRFAX (BARBADOS) INT'L CORP. 13,866,200 2.9%
TIG INSURANCE (BARBADOS) LIMITED 235,521 0.0%
WENTWORTH INSURANCE COMPANY LTD. 13,630,679 2.9%
The percentages are based on a total of 471,661,295 shares of
Common Stock outstanding, which is the sum of (a) 283,412,228
shares of Common Stock as set forth in the Form 10-Q plus (b)
188,249,067 shares of Common Stock, representing all of the Fairfax
Warrants deemed to be outstanding for the purpose of calculating
percentage ownership.
V. Prem Watsa, an individual, is a citizen of Canada and is the
chairman and chief executive officer of Fairfax Financial Holdings
Limited.
On March 15, 2017, EXCO entered into a Purchase Agreement, dated as
of March 15, 2017, by and among EXCO, the subsidiary guarantors
named therein and certain of the Reporting Persons and other
purchasers named therein, pursuant to which EXCO issued for cash to
the Purchasers $300.0 million in aggregate principal amount of 8.0%
/ 11.0% 1.5 Lien Senior Secured PIK Toggle Notes due 2022 in a
private placement exempt from the registration requirements of the
Securities Act of 1933, as amended. The Note Purchase Agreement
contains customary representations and warranties by EXCO and the
Purchasers and customary indemnification obligations of EXCO and
the subsidiary guarantors named therein to the Purchasers. In
connection with the issuance of the 1.5 Lien Notes, certain of the
Reporting Persons were issued the right to purchase an aggregate of
162,365,599 shares of EXCO's common stock, par value $0.001 per
share, at an exercise price of $0.93 per share (representing a
33.3% premium to the trailing 30-day volume weighted average price
of the Common Stock ending on
Feb. 28, 2017).
A full-text copy of the regulatory filing is available at:
https://is.gd/OwDcJL
About EXCO
EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil
and natural gas exploration, exploitation, acquisition, development
and production company headquartered in Dallas, Texas with
principal operations in Texas, Louisiana and Appalachia.
Exco Resources reported a net loss of $225.3 million on $271
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $1.19 billion on $355.70 million of total
revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016,
Exco Resources had $661.41 million in total assets, $1.53 billion
in total liabilities and a total shareholders' deficit of $871.90
million.
KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2016, citing that probable failure to comply with a
financial covenant in its credit facility as well as significant
liquidity needs, raise substantial doubt about the Company's
ability to continue as a going concern.
* * *
In December 2016, Moody's Investors Service downgraded EXCO
Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's
downgrade reflects its eroded liquidity position which is
insufficient to fully fund development expenditures at the level
required to stem ongoing production declines," commented Andrew
Brooks, Moody's vice president. "Absent an injection of additional
liquidity, the source of which is not readily identifiable, EXCO
could face going concern risk as it confronts an unsustainable
capital structure."
In March 2017, S&P Global Ratings raised its corporate credit
rating on EXCO Resources to 'CCC-' from 'SD' (selective default).
The rating outlook is negative.
FINJAN HOLDINGS: Will Present at 2017 Marcum Conference June 15
---------------------------------------------------------------
Finjan Holdings, Inc., will be presenting at the 2017 Marcum
MicroCap Conference at the Grand Hyatt Hotel in New York City, New
York on June 15, 2017 at 11:30 a.m. ET. Michael Noonan, CFO, will
be presenting as well as meeting with investors.
Interested parties may listen to the live webcast or a replay of
the presentation by going to the Calendar section of Finjan’s IR
Website at https://ir.finjan.com/ir-calendar.
About Finjan
Established 20 years ago, Finjan is a globally recognized leader in
cybersecurity. Finjan's inventions are embedded within a strong
portfolio of patents focusing on software and hardware technologies
capable of proactively detecting previously unknown and emerging
threats on a real-time, behavior-based basis. Finjan continues to
grow through investments in innovation, strategic acquisitions, and
partnerships promoting economic advancement and job creation. For
more information, please visit www.finjan.com. All Finjan
regulatory filings are available on the Securities and Exchange
Commission (SEC) website at www.sec.gov, and can also be found at
ir.finjan.com/all-sec-filings.
Finjan reported a net loss attributable to common stockholders of
$6.43 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $12.60 million for the
year ended Dec. 31, 2015. As of March 31, 2017, Finjan had $29.85
million in total assets, $6.54 million in total liabilities, $6.26
million in series A preferred stock and $17.04 million in total
stockholders' equity.
FORTERRA FINANCE: Moody's Revises Outlook to Neg. & Affirms B1 CFR
------------------------------------------------------------------
Moody's Investors Service affirmed Forterra Finance, LLC's B1
Corporate Family Rating ("CFR") and changed its ratings outlook to
negative from stable. The change in the outlook reflects Forterra's
disappointing operating performance over the first quarter of 2017
with a corresponding negative effect on the company's key credit
metrics and liquidity profile. Moody's expects Forterra will face a
challenging 2017 in order to improve its overall credit condition
as the company deals with integrating its newly acquired assets
while maintaining healthy organic growth from its legacy
businesses.
The following ratings were affected by this action:
- Probability of Default Rating, affirmed B1-PD;
- Corporate Family Rating, affirmed B1;
- Speculative Grade Liquidity Rating, affirmed SGL-2;
- Senior Secured First Lien Term Loan, affirmed B1 (LGD4).
Outlook Actions:
- Outlook, Changed to negative from stable.
RATINGS RATIONALE
The change in outlook to negative from stable reflects Forterra's
decline in operating performance and a worsening in key credit
metrics. During Q1 2017, Forterra had sales of $338.3 million.
These sales were not organic but the result of the additional
revenue derived from Forterra's acquired companies. EBITDA margins
were 2.9% during Q1 2017, a significant deterioration over FY
2016's 12% EBITDA margins. As a result, the company's adjusted
debt-to-EBITDA ratio deteriorated to 7.2x, up from FY 2016 levels
of 6.3x. Similarly, Forterra's interest coverage (measured as
EBITA-to-interest expense) dropped below 1.0x. These operating
results are far below Moody's forecasts for Forterra. Moody's
expects Forterra to continue to struggle during the next quarter or
two before it achieves operating results similar to those obtained
in 2016. Moody's is lowering Moody's overall expectations for
revenues and EBITDA, which Moody's new estimates approaching
between $1,600 million and $1,700 million in revenue with EBITDA
hovering in the $200 million to $215 million range.
The B1 corporate family rating also considers Forterra's solid
business profile with a significant scale advantages over its
competitors as a leading pure play water infrastructure company in
North America. Forterra's stable position within its end-markets in
residential (approximately 40% of sales) and infrastructure (34% of
sales) and Moody's expectations that housing starts in the US will
have near double-digit CAGR during Moody's time horizon are also
reflected in the rating.
WHAT COULD CHANGE RATINGS UP/DOWN
Positive rating actions are unlikely in the near future. However,
Forterra could be upgraded if its credit metrics improve to these
levels:
- Adjusted debt-to-EBITDA sustained below 2.75x.
- Interest coverage (measured as EBITA-to-Interest Expense),
sustained above 3.5x.
- Consistent levels of positive free cash flow are maintained.
Forterra could downgraded if adjusted credit metrics weaken to
these levels:
- Adjusted debt-to-EBITDA sustained above 4.5x.
- Interest coverage (measured as EBITA-to-Interest Expense),
sustained below 2.0x.
- Operating and profit margins contract materially.
- Free cash flow deteriorates significantly and on a sustained
basis.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
Corporate Profile:
Headquartered in Irving, Texas, and operating under the brand name
"Forterra Building Products," Forterra manufactures concrete and
steel building products in the United States and eastern Canada.
The company operates under two segments: 1) Drainage Pipe &
Products and 2) Water Pipe & Products. During 2016 Forterra
generated revenues of $1.6 billion and Moody's adjusted EBITDA of
$190 million. All calculations include Moody's standard
adjustments.
GENERAL MOTORS: Creditors Line Up Financing to Continue Fight
-------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy,
reported that private litigation-funding vehicles Cynthania LLC and
Earlham LLC have agreed to bankroll up to $15 million to allow
creditors of General Motors to continue its litigation against J.P
Morgan Chase & Co. and other lenders.
According to the report, bankruptcy judge in New York will weigh
the financing request at a June 30, 2017 hearing.
The Journal related that the fight dates back years, to the time
when the national economy was shaken by mortgage losses and the
fabled U.S. auto maker needed a government assist to avoid being
crushed under its load of debt.
The creditors believe that paperwork gaffe resulted in the release
of lender claims on a large collection of GM assets -- equipment
and fixtures at 42 GM plants -- meaning loans J.P. Morgan believed
were secured were in fact unsecured, the report related.
Backed by other lenders, J.P. Morgan contends it had claims to
other collateral with enough value to anchor its $1.5 billion loan
to GM as secured, in spite of the slip-up, the report further
related. Creditors say the other collateral wasn't worth as much
as J.P. Morgan says, so payments lenders received should be
returned to a trust, the report said.
Trial of the dispute over what the other collateral is worth has
wrapped up and closing arguments were made last week, the report
added.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts. Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company. GM is also
represented by Jenner & Block LLP and Honigman Miller Schwartz and
Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing
legal advice to the GM Board of Directors. GM's financial advisors
are Morgan Stanley, Evercore Partners and the Blackstone Group LLP.
Garden City Group is the claims and notice agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis
& Frankel LLP served as bankruptcy counsel to the Creditors
Committee. Attorneys at Butzel Long served as counsel on supplier
contract matters. FTI Consulting Inc. served as financial advisors
to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos Committee. Legal
Analysis Systems, Inc., served as asbestos valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee -- GUC Trust
Administrator -- of the Motors Liquidation Company GUC Trust,
assumed responsibility for the affairs of and certain claims
against MLC and its debtor subsidiaries that were not concluded
prior to the Dissolution Date.
GENERAL WIRELESS: Retains Hilco to Market Interest in IP Holdings
-----------------------------------------------------------------
Hilco Streambank on June 9, 2017, disclosed that it has been
retained, by General Wireless Operations, Inc., to market and sell
the Company's 100% membership interest (the "Membership Interest")
in its affiliate General Wireless IP Holdings LLC ("IP Holdings")
and related intellectual property. IP Holdings owns the
RadioShack(R) brand in the United States, Canada, Asia, Europe and
other significant territories throughout the world (the
"RadioShack(R) Brand Assets"). The RadioShack(R) Brand Assets are
exclusively licensed to the Company. The Membership Interest will
be sold in a sale under Section 363 of the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware.
On June 8, 2017, the Company entered into an Agreement with
Kensington Technology Holdings, LLC for the sale of the Membership
Interest for $15 million, subject to higher and better offers (the
"Stalking Horse Agreement"). The Stalking Horse Agreement and the
proposed Bidding Procedures can be viewed on the Debtor's docketing
website https://cases.primeclerk.com/generalwireless/ or on the
Hilco Streambank website - Click here to View Sale Motion. The
proposed Bidding Procedures provide for the following dates:
Bid Deadline: July 18, 2017 at 5:00PM ET
Auction Date: July 20, 2017 at 10:00AM ET
Sale Hearing: July 24, 2017
As of March 2017, the Company operated more than 1,500 stores under
the RadioShack(R) brand across the United States, Puerto Rico, and
U.S. Virgin Islands. In addition, the Company has a network of
approximately 425 RadioShack dealer-franchise outlets located
throughout the US. In Southeast Asia, RadioShack branded stores are
operated by a franchisee whose territory comprises the ten member
countries within the Association of Southeast Asia Nations
(A.S.E.A.N).
For over 95 years, RadioShack(R) and RadioShack.com, have provided
consumers dependable cost-effective solutions for their computing,
mobility and household electronics needs. The RadioShack(R) Brand
assets include well-known proprietary consumer electronics and
accessories brands such as RadioShack(R), AUVIO(R), Realistic(R),
Enercell(R), and Gigaware(R).
Parties interested in learning more about the Membership Interest
sale process, the RadioShack(R) Brand Assets and related
intellectual property, and other bidding requirements should
contact Hilco Streambank directly using the contact information
provided below.
About Hilco Streambank
Hilco Streambank -- http://www.hilcostreambank.com-- is an
advisory firm specializing in intellectual property disposition and
valuation. Over the last three years Hilco Streambank has become a
leader in the IP valuation and disposition market, representing
brands across various industries. Having completed numerous
transactions including sales in publicly reported Chapter 11
bankruptcy cases, private transactions, and online sales through
HilcoDomains.com and IPv4Auctions.com, Hilco Streambank has
established itself as the premier intermediary in the consumer
brand, internet and telecom communities. Hilco Streambank is part
of Northbrook, Illinois based Hilco Global --
http://www.hilcoglobal.com-- a worldwide financial services
company and leader in helping companies maximize the value of their
assets.
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack was a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.
RadioShack Corp. and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015, disclosing
total assets of $1.2 billion, versus total debt of $1.3 billion.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day served as the Debtors' bankruptcy
counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP served as
co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real estate
advisor. Prime Clerk is the Debtors' claims and noticing
agent.
The Official Committee of Unsecured Creditors tapped Quinn Emanuel
Urquhart & Sullivan, LLP, and Cooley LLP as co-counsel, and
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker.
* * *
After an auction in March 2015, the Debtors sold most of the assets
to General Wireless, Inc., an entity formed by Standard General,
L.P., for $150 million. The Debtors also sold Mexican assets to
Office Depot de Mexico, S.A. de C.V., for $31.8 million plus the
assumption of debt. Regal Forest Holding Co. Ltd. bought the
Debtors' intellectual property assets in Latin America for a
purchase price of $5 million.
In June 2015, the Debtors changed their name to RS Legacy
Corporation, et al., following the sale of the Company's brand name
and customer data to General Wireless.
The bankruptcy judge on Oct. 2, 2015, issued an order confirming
the first amended joint plan of liquidation of the Debtors. The
centerpiece of the Plan is the resolution of various disputes among
the Debtors, the Creditors' Committee and the SCP Secured Parties.
The Plan was declared effective on Oct. 7, 2015.
GK HOLDINGS: Moody's Cuts CFR to Caa1; Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgraded its ratings for GK Holdings,
Inc., including the company's Corporate Family Rating (CFR, to Caa1
from B2) and Probability of Default Rating (PDR, to Caa1-PD from
B2-PD), and the ratings for its first lien senior secured revolver
and term loan (to B2 from B1) and second lien senior secured term
loan (to Caa2 from Caa1). The rating outlook is negative.
"The downgrades reflect Moody's expectations of lingering weak cash
flow generation and high financial leverage as the company
continues to operate in a very dynamic and competitive
environment," said Prateek Reddy, Moody's lead analyst for Global
Knowledge. "The negative outlook further incorporates Moody's views
of the company's increasingly limited financial flexibility and
suppressed revenue and earnings growth prospects," added Reddy.
The following is a summary of Moody's ratings and rating actions
for GK Holdings, Inc.:
-- Corporate Family Rating, downgraded to Caa1 from B2
-- Probability of Default Rating, downgraded to Caa1-PD from B2-
PD
-- $20 Million Senior Secured First Lien Revolving Credit
Facility due 2020, downgraded to B2 (LGD3) from B1 (LGD3)
-- $175 Million Senior Secured First Lien Term Loan due 2021,
downgraded to B2 (LGD3) from B1 (LGD3)
-- $50 Million Senior Secured Second Lien Term Loan due 2022,
downgraded to Caa2 (LGD5) from Caa1 (LGD5)
-- Outlook, Changed to Negative from Stable
RATINGS RATIONALE
Global Knowledge's Caa1 CFR reflects Moody's expectation that cash
flow will remain weak and Debt-to-EBITDA will remain high (above
6.5 times) at least through FY2018 (fiscal year ends
September 30). Although some improvement in financial and
operational performance is anticipated in FY2018, weak liquidity
evidenced by low cash balances and revolver availability combined
with minimal cash flow generation materially constrains the degree
of financial flexibility available to the company as it continues
to operate in a highly dynamic business environment. The rating
also reflects the company's small scale relative to other rated
business service companies and other fundamental pressures,
including limited new and updated authorized course offerings from
its information technology partners and the consequent muted demand
for follow-up training activities; the evolution of delivery
formats from classroom-focused learning to online and virtual
learning; the proliferation of low-cost, online-only, video-based
training services; and ongoing investments to meet the rapidly
evolving training needs of corporate customers. However, the rating
is supported by the company's wide geographic footprint and a
highly diversified customer base. An increasingly flexible cost
structure and investments made to improve operating efficiencies
could support some margin improvement beyond FY2017.
The negative rating outlook reflects the likely persistence of weak
liquidity, driven by Moody's expectations for pressured revenue and
earnings, minimal free cash flow generation and tightening headroom
under financial covenants through FY2018. The outlook could be
changed to stable if the company improves liquidity to adequate
levels by reducing outstanding revolver borrowings, generating
positive free cash flow and improving headroom under the
covenants.
Ratings could be downgraded if cash and revolver availability
combined is sustained below $10 million and financial covenant
headroom continues to decline.
Ratings could be upgraded if revenue and earnings grow, reflecting
some alleviation of fundamental pressures adversely impacting the
company. Maintenance of good liquidity, including positive free
cash flow generation, near-full availability under the revolver and
more headroom under financial maintenance covenants, will also be
needed for ratings to warrant consideration for prospective
upgrade.
Global Knowledge provides information technology and business
skills training solutions to corporations and their employees. The
company is headquartered in Cary, North Carolina, and has
operations throughout the United States, Canada, Europe, the Middle
East and Africa. The company offers proprietary and vendor-specific
courses with delivery methods ranging from live instructor-led
training to self-paced eLearning in multiple languages. Net revenue
for the twelve months ended March 31, 2017 was $300 million. The
company is largely owned by Rhone Group LLC.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
GLOBAL SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Global Solutions & Logistics, LLC
dba Alexanders Industrial Services
dba A.I.S.
P.O. Box 1647
Phenix City, AL 36868
Business Description: Alexanders Industrial Services in Phenix
City, AL --
http://www.alexandersservices.com-- is a
veteran owned business that provides a full
line of industrial services and cleaning,
environmental services, and mechanical
contracting to commercial clients,
industrial facilities, and municipalities
throughout the Southeast.
Chapter 11 Petition Date: June 10, 2017
Case No.: 17-80775
Court: United States Bankruptcy Court
Middle District of Alabama (Opelika)
Judge: Hon. Dwight H. Williams Jr.
Debtor's Counsel: William Wesley Causby, Esq.
MEMORY & DAY
469 South McDonough St
Montgomery, AL 36104
Tel: 334-834-8000
Email: wcausby@memorylegal.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Keith Williams, chief financial
officer.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/almb17-80775.pdf
GOODMAN AND DOMINGUEZ: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Goodman and Dominguez, Inc.
dba Traffic
dba Traffic Shoe
dba Goodman & Dominguez, Inc.
dba Traffic Shoes
dba Traffic Shoe, Inc.
10701 NW 127 St
Medley, FL 33178
Business Description: Goodman and Dominguez, Inc., is a footwear
retailer based in Florida. Founded in 1989,
the Company operates the Traffic Shoes chain
in the US and Puerto Rico. The Debtor
previously filed for protection under
Chapter 11 of the Bankruptcy Code on Jan. 4,
2016 (Bank. S.D. Fla. Case No. 16-10056).
Web site: http://www.trafficshoe.com/
Chapter 11 Petition Date: June 9, 2017
Affiliated debtors that filed Chapter 11 petitions on June 9,
2017:
Debtor Case No.
------ --------
Goodman and Dominguez, Inc. 17-17237
Traffic, Inc. 17-17239
Traffic Las Plazas, Inc. 17-17240
Traffic Plaza del Norte, Inc. 17-17241
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Hon. Robert A Mark
Debtors' Counsel: Joshua W Dobin, Esq.
MELAND RUSSIN & BUDWICK, P.A.
200 S Biscayne Blvd # 3200
Miami, FL 33131
Tel: (305) 358-6363
E-mail: jdobin@melandrussin.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Goodman, president.
Goodman and Dominguez's list 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flsb17-17237.pdf
GOODMAN AND DOMINGUEZ: Simon Property Wants New Cases Tossed
------------------------------------------------------------
Goodman and Dominguez, Inc., owner of Traffic Shoes stores in the
U.S. and Mexico, commenced new Chapter 11 bankruptcy cases on June
9, 2017, less than six months after obtaining court approval of a
reorganization plan that allowed existing owner David Goodman
retain control of the business and touted a recovery of at least
26.9% for unsecured creditors.
Two days later, on June 11, 2017, Simon Property Group promptly
filed a motion to dismiss the new Chapter 11 cases of Goodman and
Dominguez and its affiliates.
Simon Property Group stated in court filings, "After the
Reorganized Debtors defaulted on their post-confirmation
obligations to Simon and other landlords to pay rent under certain
nonresidential real property leases assumed under a confirmed and
effective Chapter 11 plan of reorganization that the Reorganized
Debtors have admitted has not been substantially consummated, the
Reorganized Debtors filed new Chapter 11 petitions to (i) avoid the
express result of Section 365(g)(2)(a) of the Bankruptcy Code,
which would grant Simon administrative expense priority for its
unpaid rent and rejection damages claims based upon the Reorganized
Debtors' post-assumption rejection of such leases, (ii) improperly
obtain a second 120-day period to assume or reject nonresidential
real property leases that have already been assumed, and (iii)
improperly interpose a new automatic stay to forestall the efforts
of Simon to evict the Reorganized Debtors and obtain possession of
the premises under the defaulted leases. However, the Reorganized
Debtors cannot be debtors in simultaneous Chapter 11 cases seeking
to reorganize the same debts and, in any event, the new Chapter 11
cases were filed in a bad faith."
Timeline of Cases
On Jan. 4, 2016, Goodwin and Dominguez and its affiliates Traffic,
Inc., Traffic Las Plazas, Inc., and Traffic Plaza Del Norte, Inc.,
commenced Chapter 11 cases ("Pending Chapter 11 Cases").
On Sept. 14, 2016, the Court in the Pending Chapter 11 Cases
granted the Debtors' Motion to Assume Unexpired Leases for
Non-Residential Real Property and approved the assumption of
several leases.
On Dec. 28, 2016, in the Pending Chapter 11 Cases, the Court
entered an Order Confirming the Second Amended Plan of
Reorganization dated Nov. 4, 2016, that was proposed by the Debtors
and the Official Committee of Unsecured Creditors. A copy of the
Plan is available at:
http://bankrupt.com/misc/flsb16-10056-306.pdf
Under the Plan, unsecured claims held by vendors totaling $4.03
million and holders of lease rejections claims totaling $621,000
were slated to have a recovery of 26.9%. General unsecured
creditors were to receive (i) a pro rata share of $1.25 million in
cash over a three-year period of the Plan, (ii) 50% percent of any
excess cash flow generated by the Debtors' business between the
Effective Date and Dec. 31, 2020, and (iii) 50% of the net proceeds
of causes of action.
According to Simon Property Group, pursuant to the confirmed plan
in the Pending Chapter 11 Cases, the Debtors assumed numerous
non-residential leases, including 12 leases held by Simon (the
"Simon Leases").
The Effective Date of the Plan occurred on Jan. 17, 2017.
As a result of the Reorganized Debtors' failure to make the initial
installment payment of $325,000 to the general unsecured creditors
required under the terms of the Plan, on March 1, 2017, the
Creditors' Committee filed a motion to enforce the Confirmation
Order or to undo the effective date of the Plan and convert the
cases to Chapter 7 (the "Enforcement/Conversion Motion"). The
Enforcement/Conversion Motion was scheduled to be heard on June 12,
2017.
As a result of the Reorganized Debtors' post-confirmation defaults
on the Simon Leases assumed under the confirmed Plan, on April 27,
2017, Simon filed a Motion for Relief from Stay or, in the
Alternative, an Order Compelling Debtor to Immediately Pay
Post-Confirmation Rent (the "Stay Relief Motion"). Simon's Stay
Relief Motion was also scheduled to be heard on June 12, 2017.
Thereafter CBL & Associates Management, Inc., GGP Limited
Partnership, and Dolphin Mall Associates, LLC, also filed motions
for stay relief based upon the Reorganized Debtors' defaults in
payment of their assumed leases.
On May 26, 2017, the Reorganized Debtors filed a Motion to Modify
Second Amended Plan of Reorganization alleging unforeseen
circumstances involving the deterioration of the retailers in
shopping malls (the "Motion to Modify"). In the Motion to Modify,
the Reorganized Debtors admit that the Pending Chapter 11 Cases
have not been substantially consummated.
On June 9, 2017, the Reorganized Debtors filed voluntary petitions
under Chapter 11 of the Bankruptcy Code commencing the instant
Chapter 11 cases (the "New Chapter 11 Cases").
Two Simultaneous Cases
The New Chapter 11 Cases must be dismissed for lack of
subject-matter jurisdiction because a chapter 11 debtor may not
seek to reorganize the same debts in two simultaneously pending
chapter 11 cases
Freshman v. Atkins, 269 U.S. 121 (1925) prohibits simultaneous
bankruptcy cases involving the same debts. Under In re Delaware
Valley Broadcasters LP, 166 B.R. 36, 38-39 (Bankr. D. Del. 1994),
simultaneous bankruptcy petition may not proceed if the prior
confirmed plan has not been consummated, no final degree has been
entered, and the case has remained open.
According to Simon, because the Reorganized Debtors have not
substantially consummated the confirmed Plan, the Reorganized
Debtor are still subject to the jurisdiction of this Court in the
Pending Chapter 11 Cases. Accordingly, until the Reorganized
Debtors' plan in the Pending Chapter 11 Cases is substantially
consummated or the Pending Chapter 11 Cases are dismissed, the
Reorganized Debtors cannot be debtors in the New Chapter 11 Cases.
Simon Property Group's attorneys:
BUSH ROSS, P.A.
Adam Lawton Alpert
Post Office Box 3913
Tampa, Florida 33601-3913
Tel: (813) 224-9255
Fax: (813) 223-9620
E-mail: aalpert@bushross.com
About Goodman and Dominguez
Goodwin and Dominguez, Inc. and its affiliated entities own and
operate a closely-held business in the retail shoe industry and
on-line sales via e-commerce at http://www.trafficshoe.com/
The business, which started in Miami in 1989 with just one store,
strives to provide the hottest footwear to a fashion forward,
budget conscious consumer.
On Jan. 4, 2016, Goodwin and Dominguez and its affiliates
co-debtors Traffic, Inc., Traffic Las Plazas, Inc., and Traffic
Plaza Del Norte, Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code and those cases remain pending
and are jointly administered under Case No. 16-10056.
When they sought bankruptcy protection in 2016, the Debtors
operated 83 mall-based stores located in 9 states within the U.S.
and Puerto Rico and employed 608 employees. Upon the effective
date of the reorganization plan confirmed December 2016, the
Debtors expected to continue operating 62 mall-based stores with
477 employees.
The Official Committee of Unsecured Creditors formed in the
original cases tapped Christopher A. Jarvinen and the Law Firm of
Berger Singerman LLP as counsel and KapilaMukamal as financial
advisor.
On June 9, 2017, Goodwin and Dominguez and its affiliated debtors
commenced new Chapter 11 cases (Bankr. S.D. Fla. Lead Case No.
17-17237).
Goodwin and Dominguez estimated $1 million to $10 million in assets
and liabilities.
The Hon. Robert A Mark is the case judge.
Meland Russin & Budwick, P.A., is serving as counsel to the
Debtors. It also served as counsel to the Debtors in the original
cases.
GRATON ECONOMIC: S&P Affirms Then Withdraws 'BB-' ICR
-----------------------------------------------------
S&P Global Ratings affirmed its 'BB-'issuer credit rating on
Rohnert Park, Calif.-based Graton Economic Development Authority.
The outlook is stable.
S&P subsequently withdrew the rating at the issuer's request
following the completion of a refinancing transaction that repaid
all existing rated debt. S&P also withdrew its issue-level rating
on Graton's senior secured credit facility as the debt has been
repaid.
"Graton recently entered into a new credit facility that we do not
rate and used the proceeds to fully repay all existing rated debt,
including its $525 million term loan A due 2019, $125 million
revolver due 2019, and $225 million term loan B due 2022," said S&P
Global Ratings credit analyst Melissa Long.
Graton was on track to improve leverage in line with S&P's previous
base-case forecast to the high-2x area in 2017 through a
combination of EBITDA growth and debt repayment.
GREATER EVANGEL: Exit Plan to Pay Unsecureds in Full Over 60 Months
-------------------------------------------------------------------
Unsecured creditors of The Greater Evangel Temple Church of God in
Christ, Inc., will be paid in full under its proposed plan to exit
Chapter 11 protection.
The restructuring plan proposes to pay Class 4 general unsecured
creditors 100% of their allowed claims, with interest at the prime
rate as of the confirmation date, plus 2%. Payments will be made
in equal monthly installments over 60 months from the effective
date of the plan.
The amount distributed to general unsecured claims depends on
whether certain disputed claims are allowed. The total amount of
general unsecured claims is $12,299.78.
Class 4 is impaired and general unsecured creditors are entitled to
vote.
The church intends to use operating income such as donations,
contributions from church auxiliaries, grants, and other income to
fund its plan. Moreover, the church is seeking to refinance its
property in Ansonia, Connecticut, and will use the proceeds to fund
the plan, according to its disclosure statement filed on May 30
with the U.S. Bankruptcy Court in Connecticut.
A copy of the disclosure statement is available for free at
http://bankrupt.com/misc/GreaterEvangel_DS053017.pdf
The church is represented by:
Jeffrey M. Sklarz, Esq.
Lauren M. McNair, Esq.
700 State Street, Suite 100
New Haven, CT 06511
Phone: (203) 285-8545
Fax: (203) 823-4546
Email: jsklarz@gs-lawfirm.com
About The Greater Evangel Temple Church
of God in Christ, Inc.
The Greater Evangel Temple Church of God in Christ, Inc. is a
historically African American church located in Ansonia,
Connecticut. It has been in existence for more than 23 years and
is an important local religious institution, providing a house of
worship to over 200 members. It is a member of Church of God in
Christ, a Pentecostal Christian denomination with more than six
million members. The principal pastor at the church is Pastor
Edward Barnes.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 16-31239) on August 5, 2016. Edward
Barnes, president, signed the petition.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
GROWER'S ORGANIC: Unsecured Creditors to be Paid 20% in 5 Years
---------------------------------------------------------------
Unsecured creditors of Grower's Organic LLC will be paid 20% of
their claims under the company's proposed plan to exit Chapter 11
protection.
Under the restructuring plan, creditors holding Class 4 unsecured
claims will receive 20% of their allowed Claims in semi-annual
distributions over five years. Payments will begin on the first
month after the effective date of the plan, and will continue every
six months thereafter.
Claims of statutory insiders will receive equity interests in lieu
of a monetary distribution.
Funding for the plan will be derived from the company's revenue
from continued operations, according to its disclosure statement
filed on May 30 with the U.S. Bankruptcy Court for the District of
Colorado.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/GrowersOrganic_DS053017.pdf
Grower's Organic had previously filed a plan of reorganization.
Pursuant to the plan dated October 20, 2016, the company intended
to sell newly issued equity to Future Venture Capital to generate
refinancing proceeds in the amount of $1.35 million.
The court confirmed the plan on November 21 last year. Following
the entry of the confirmation order, FVC withdrew due to the need
to complete a protracted and lengthy audit, resulting in its
inability to fund the plan by the required deadline.
On February 10, Grower's Organic sent out a notice, advising
creditors that the plan had not become effective.
About Grower's Organic
Grower's Organic, LLC owns and operates a wholesale organic food
distributor in Denver, Colorado. The majority of its revenues are
from the sale of organic produce and food products to retailers and
restaurants. The Debtor was formed in 2005 by managing member
Brian Freeman.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Co.
Case No. 15-19683) on August 28, 2015. In its petition, the Debtor
estimated $0 to $50,000 in assets and $1 million to $10 million in
liabilities. The petition was signed by Brian Freeman, managing
member.
The Hon. Elizabeth E. Brown presides over the case. Lee M. Kutner,
Esq., at Kutner Brinen Garber, P.C., serves as counsel to the
Debtor.
GUIDED THERAPEUTICS: Amends $5 Million Prospectus with SEC
----------------------------------------------------------
Guided Therapeutics, Inc., filed with the Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the offering of up to 5,000 shares of the Company's Series D
convertible preferred stock, together with warrants to purchase an
aggregate of up to 31,250,000 shares of common stock (and the
shares issuable from time to time upon conversion of the Series D
preferred stock, including any accrued but unpaid dividends, and
the exercise of the warrants), at a purchase price of $1,000 per
share of Series D preferred stock and warrant, pursuant to this
prospectus. The shares of Series D preferred stock and warrants
are immediately separable and will be separately issued.
Subject to certain ownership limitations, each share of Series D
preferred stock will be convertible at any time (subject to certain
volume limitations) at the holder's option into shares of the
Company's common stock at an initial conversion price of
$__ per share of common stock. Subject to similar ownership
limitations, each warrant will be immediately exercisable (subject
to certain limitations during the first 90 days after issuance) for
up to 6,250 shares of the Company's common stock (based on warrant
coverage of 100% of the shares issued upon conversion of a share of
Series D preferred stock), have an exercise price of $__ per share,
and expire five years from the date of issuance.
Guided Therapeutics' common stock is quoted on the OTCQB
marketplace under the symbol "GTHP." The last reported sale price
of the Company's common stock on the OTCQB on May 31, 2017, was
$0.21 per share.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/s01MAf
About Guided Therapeutics
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer. The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease. Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately. GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.
Guided Therapeutics incurred a net loss attributable to common
stockholders of $4.99 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to common stockholders of $9.50
million for the year ended Dec. 31, 2015. As of March 31, 2017,
Guided Therapeutics had $1.49 million in total assets, $10.54
million in total liabilities and a $9.05 million total
stockholders' deficit.
UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company's significant
operating losses raise substantial doubt about its ability to
continue as a going concern.
GV HOSPITAL: Creditors Panel Hires Perkins Coie as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of GV Hospital
Management, LLC, et al., seeks authorization from the U.S.
Bankruptcy Court for the District of Arizona to retain Perkins Coie
LLP as counsel for the Committee, as of May 17, 2017.
The Committee requires Perkins Coie to:
a. advise and consult the Committee with respect to the
Debtors' administration of these chapter 11 cases;
b. attend meetings and negotiate with representatives of the
Debtors, creditors (including secured and unsecured creditors), and
other parties in interest;
c. advise and counsel the Committee in connection with any
contemplated sales of assets, disposition of assets, or business
combinations;
d. advise the Committee on matters relating to the assumption,
rejection, or assignment of unexpired leases and executory
contracts;
e. assist and advise the Committee in its examination and
analysis of the conduct of the Debtors' affairs;
f. assist the Committee in the review, analysis, and
negotiation of any financing or funding agreements;
g. take all necessary actions to protect and preserve the
interests of the Committee, including, without limitation, the
prosecution of actions on its behalf, negotiations concerning all
litigation in which the Debtors are involved, and reviewing and
analyzing of all claims filed against the Debtors’ estates;
h. analyze, advise, negotiate, and prepare on the Committee's
behalf, if necessary and advisable under the circumstances, a
chapter 11 plan, related disclosure statement, and all related
agreements and documents and take any necessary action on the
Committee's behalf with respect to any proposed plan;
i. appear and advance the Committee's interests before this
Court, any appellate courts, and the U.S. Trustee;
j. prepare on behalf of the Committee all necessary motions,
applications, answers, orders, reports, and papers in support of
positions taken by the Committee; and
k. perform all other reasonable and necessary legal services
on behalf of the Committee in these cases.
Perkins Coie will be paid at these hourly rates:
Bradley Cosman $495
Lawyers $330-$995
Paralegals $225
Perkins Coie will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bradley A. Cosman, Esq., partner of Perkins Coie LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Perkins Coie can be reached at:
Bradley A. Cosman
Jordan A. Kroop
Perkins Coie LLP
2901 North Central Avenue, Suite 2000
Phoenix, AZ 85012-2788
Tel: 602.351.8000
About GV Hospital Management
Green Valley Hospital -- http://www.greenvalleyhospital.com/-- is
a licensed and general acute care hospital open 24 hours a day,
seven days a week. It cost more than $75 million to construct and
equip and opened in May of 2015. The hospital is a 49-bed general
acute care hospital with a 12-bed emergency department. The
hospital currently has 337 employees and has credentialed over 232
physicians on its medical staff.
GV Hospital Management, LLC d/b/a Green Valley Hospital, and its
affiliates Green Valley Hospital, LLC d/b/a Green Valley Hospital
and GV II Holdings, LLC, filed Chapter 11 petitions (Bankr. D.
Ariz. Case Nos. 17-03351, 17-03353 and 17-03354, respectively) on
April 3, 2017. Grant Lyon, chairman of the Board, signed the
petitions. The cases are jointly administered.
GV Hospital Management estimated $50 million to $100 million in
assets and liabilities. Green Valley Hospital estimated $1 million
to $10 million in assets and up to $100 million in liabilities. GV
II Holdings estimated under $1 million in assets and $50 million to
$100 million in liabilities.
The cases are assigned to Judge Scott H. Gan.
The Debtors are represented by S. Cary Forrester, Esq., and John R.
Worth, Esq., at Forrester & Worth, as bankruptcy counsel.
The Office of the U.S. Trustee on May 17 appointed four creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of GV Hospital Management, LLC, and its
affiliates.
GYMBOREE CORP: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: The Gymboree Corporation
71 Stevenson Street, Suite 2200
San Francisco, CA 94105
Business Description: The Gymboree Corporation is a children
apparel retailer in North America. As of
Jan. 28, 2017, the Company operated a total
of 1,291 retail stores.
The Company also operates online stores at
http://www.gymboree.com/,
http://www.janieandjack.com/and
http://www.crazy8.com/
Chapter 11 Petition Date: June 11, 2017
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
The Gymboree Corporation 17-32986
Gym-Card, LLC 17-32985
Giraffe Intermediate B, Inc. 17-32987
Gym-Mark, Inc. 17-32988
Gymboree Manufacturing, Inc. 17-32989
Gymboree Retail Stores, Inc. 17-32990
Gymboree Operations, Inc. 17-32991
S.C.C. Wholesale, Inc. 17-32992
Court: United States Bankruptcy Court
Eastern District of Virginia (Richmond)
Debtors'
General
Bankruptcy
Counsel: James H.M. Sprayregen, P.C.
Anup Sathy, P.C.
Steven N. Serajeddini, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
E-mail: james.sprayregen@kirkland.com
anup.sathy@kirkland.com
steven.serajeddini@kirkland.com
- and -
Joshua A. Sussberg, P.C.
Matthew C. Fagen, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
E-mail: joshua.sussberg@kirkland.com
matthew.fagen@kirkland.com
Debtors'
Local
Bankruptcy
Counsel: Michael A. Condyles, Esq.
Peter J. Barrett, Esq.
KUTAK ROCK LLP
901 East Byrd Street, Suite 1000
Richmond, VA 23219-4071
Tel: 804-644-1700
Fax: 804-783-6192
E-mail: michael.condyles@kutakrock.com
Peter.Barrett@KutakRock.com
- and -
Jeremy S. Williams, Esq.
KUTAK ROCK LLP
901 East Byrd Street, Suite 1000
Richmond, VA 23219-4071
Tel: (804) 644-1700
Fax: 804-783-6192
E-mail: jeremy.williams@kutakrock.com
Debtors'
Special
Counsel: MUNGER, TOLLES & OLSON LLP
Debtors'
Investment
Banker: LAZARD FRERES & CO. LLC
Debtors'
Restructuring
Advisor: ALIXPARTNERS, LLP
Debtors'
Notice and
Claims Agent: PRIME CLERK LLC
Website: https://cases.primeclerk.com/
Total Assets: $755.5 million as of March 14, 2017
Total Liabilities: $1.36 billion as of March 14, 2017
The petitions were signed by James A. Mesterharm, chief
restructuring officer.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/vaeb17-32986.pdf
Gymboree Corp.'s List of 50 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Deutsche Bank Trust 9.125% Senior $171,006,000
Company Americas Notes Due in
Trust and Securities Services December 2018
60 Wall Street, 27th Floor
MS: NYC60-2710
New York, New York 10005
Name: Corporates Team/Giraffe
Acquisition Corporation
Tel: 866-243-9656
Fax: 732-578-4635
Email: db@amstock.com
Hansoll Textile Ltd. Trade Payable $7,610,991
Hansoll Textile Bldg.
268 Songpa-Daero, Songpa-Gu
Seoul, Korea
Name: Carmen Chau
Tel: 852-2806-7980
Fax: 852-3929-1329
Email: carmenchau@lfsourcing.com
Tip Top Fashions Ltd. Trade Payable $5,034,443
Ind. Plot No#1, Avenue-1
Block-E, Section-11 Mirpur
Dhaka, Bangladesh
Name: Carmen Chau
Tel: 852-2806-7980
Fax: 852-3929-1329
Email: carmenchau@lfsourcing.com
Royal Classic Mills (P) Ltd Trade Payable $4,981,204
31, Puliyamara
Thottam, Mangalam Road
Tirupur, Tamilnadu, India
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Next Collections Ltd. Trade Payable $4,837,232
1323-1325 Beron
Ashulia, Savar
Dhaka, Bangladesh
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Pao Yuan Garments Corp. Trade Payable $4,396,271
No. 3 Lane 616, Sec. 2nd
Chung Shang Rd.,
Chung Ho Dist.
New Taipei City, Taiwan
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Namyang International Co. Ltd. Trade Payable $3,481,791
RM#2601, Korea World Trade Center
159-1, Samsung-Dong
Kangnam-Gu
Seoul, Korea
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Glory Industries Ltd. Trade Payable $3,356,388
7/A, Sholashahar Light
Industrial Area
Baizid Bostami Road
Cittangong, Bangladesh
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Eastman Exports Global Trade Payable $3,245,404
Clothing (P) Ltd.
5/591, Sri Lakshmi Nagar
Pitchampalayam Pudur
Tirupur, Tamilnadu, India
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Panwin Designs Limited Trade Payable $2,795,435
CS 576, Baniarchala
(Bagher Bazar)
Babanipur, Gazipur
Sadar, Gazipur
Bangladesh
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Lim Line Apparel Co. Ltd. Trade Payable $2,564,223
844/60 SOI Watchannai, New Road
Bangklo, Bangkholaem
Bangkok, Thailand
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Yumark Enterprises Corp. Trade Payable $2,371,424
14 FL, 67, Sec 2, Tun Hwa
S.Rd. Taipe, TW
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Jubileetex Trade Payable $2,347,736
4/316, Kumarasamy Nagar
Pitchampalayam Pudur
(PO), Tirupur, Tamil
Nadu, India
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
J.K. Knit Composite Ltd. Trade Payable $2,257,057
Holding No: 10/1, Shop
No: South Doriapur
Savar, Dhaka
Bangladesh
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
PT Uni Kyung Seung International Trade Payable $2,245,239
JL. Sumatra Blok D 17 BI
(KBN) Cakung, KEL
Sukapura, KEC
Cilincing, Jakarta, ID
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
KG Fashion Co., Ltd. Trade Payable $2,087,408
2F Jung Woo B/D, 39-8
Saum Sung-Dong, Gang
Nam-Gu, Seoul, Korea
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
General Lion Footwear Trade Payable $1,941,174
(International) Ltd
Unit 405, 4th Floor
Yick Tai Ind Bldg, 650-652
Castle Peak Rd., Lai Chi
Kok, Kowloon, HK
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Pan Pacific Co Ltd. Trade Payable $1,927,093
12, Digital-RO 31-GIL,
Guro-Gu
Seoul, Korea
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Mawna Fashions Ltd. Trade Payable $1,820,629
Tepirbari, Sreepur,
Gazipur, Bangladesh
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Concept Knitting Limited Trade Payable $1,819,454
Tilargati, Sataish
Bazar, Tongi
Gazipur, Bangladesh
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
TA Trading Co., Ltd. Trade Payable $1,809,522
194, Dongil-RO
Gwanjin-Gu, Seoul, Korea
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
PT. Bina Busana Trade Payable $1,747,012
Intern USA
JL Inspeksi Cakung
Drain KM2, Jakarta
Utara, DKI Jakarta, ID
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Nam Po Footwear Ltd. Trade Payable $1,427,168
Unit No. 1501, 15\F, Prosperity
Center, 25 Chong YIP
Street, Kwun
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Oracle America, Inc. Lease $1,259,548
1001 Sunset Blvd,
Attn: Lease Administration,
Rocklin, CA 95765 US
Name: Phyllis Savage
Tel: 916-315-5845
Fax: 650-506-7114
Email: phyliss.savage@oracle.com
Tongxiang Colax Trade Payable $1,055,908
Industrial No. 3033, East
Huan Cheng Road, Wu
Tong Industrial Zone
Tong Xiang, Zhe Jiang China
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
PT. Mondrian, JL KH Trade Payable $1,034,330
Hasyim Ashari No 171
By Pass Klaten, Klaten
Central Java, Indonesia
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Zhangjiagang Dongdu Trade Payable $975,486
Textile, No. 638 Jingang
Dadao, Zhangjiagang
Jiangsu, China
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
PT. Dan Liris, Kelurahan Trade Payable $919,867
Banaran, Kecamatan
Grogol, Cemani
Sukoharjo, Central
Java, Indonesia
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Glider Co. Ltd., 4F 222 Trade Payable $911,034
Sec. 2, Jin-Shan S. Road
Taipei, Taiwan
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Cognizant Technology Solutions Trade Payable $901,727
211 Quality Circle
College Station, TX 77845
Name: Narayani Venkatesh-Dixit
Tel: 925 523 8292
Fax: 979 691 7750
Email: narayani.venkatesh-dixit@cognizant.com
Hansae Co. Ltd. Trade Payable $870,178
(Yeouido-Dong, 5F) 29
Eunhaeng-RO
Yeongdeungpo-Gu
Seoul, Korea
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Vijay Garments Limited Trade Payable $861,183
Plot No D-3(2), MEPZ-SEZ
Tambaram
Chennai, Tamil Nadu India
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Springfield Garment Trade Payable $812,816
Co. Ltd. 33 SOI
Phetkasame 33/1
Phetkasame Road
Bang-Whua
Phasychareon
Bangkok, Thailand
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Tooku Trading Corp. Ltd. (GMI) Trade Payable $754,284
Unit 1305, 13/F
Prosperity Place 6
Shing Yip Street, Kwun
Tong Kowloon, Hongkong
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Suntex Garments Limited Trade Payable $747,340
45/F Huali International
Building, No. 67
Zhujiang Road
Nanjing, Jiangsu, China
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Shinwon Corporation Trade Payable $713,534
Shinwon Bldg, 328
Dongmak-RO, MAPO-GU
Seoul, Korea
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Pro-Hot Enterprise Co. Ltd. Trade Payable $691,257
4FL, No.12 Lane 181 Sec. 2
Jui Zong Road
NEI Hu District
Taipei City, Taiwan
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Pearl Global (HK) Trade Payable $682,453
Limited, Unit 801-3, 8/F
9 Wing Kong Street
Cheung Sha Wan
Kowloon, Hong Kong
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Winga Garment Factory Trade Payable $665,340
Unit 23-28A
11/FL- Profit Industrial
Building, 1-15 Kwai
Fung Crescent, New
Territories, Hong Kong
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
LI & Fung Trade Payable $642,732
7/F HK Spinners
Industrial Building
Phases I & II
800 Cheung Sha Wan
Road, Kowloon, Hong Kong
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Shartex International Trading Trade Payable $609,025
10F, Block A, 688 Dalian
Road, Shanghai, China
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Capital Shoes Factory Trade Payable $587,955
Room 2704, 27/Floor
Aitken Vanson Centre
61 HOI Yuen Road
Kwun Tong, Kowloon
Hong Kong
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Xiamen Welleast Co. Ltd. Trade Payable $568,767
29F, Lixin Plaza
No. 90 Hubin South
Road, Xiamen, Fujian China
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Worldmax Garment Limited Trade Payable $566,727
7/F., Trust Center
912-914 Cheung
Sha Wan Road
Kowloon, Hongkong
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Top Rise Garment Factory Trade Payable $540,907
(O/B Top Rise Industrial Co. Ltd.)
Flat A&B, 8/F., Lucky
Factory Building, 63-65
Hung to Road, Kwun
Tong, Kowloon, HK
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Seyang Corporation Trade Payable $511,277
2F Seyang B/D, 424-6
Dogok-Dong
Gangnam-Gu, Seoul, Korea
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Fulki Enterprise Co. Ltd. Trade Payable $510,855
1F., No. 671-673, Sec. 1
Yuanji Rd, Shetou
Shiang, Changhua
County, Taiwan
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Radar Top Ltd. Trade Payable $473,317
Flat C9 Blk C.3/F
Hong Kong
Ind. Ctr., 489-491 Castle Peak
Road, Kowloon, Hong Kong
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Sonia and Sweaters Ltd. Trade Payable $453,302
604, Kondolbagh
Taibpur, Ashulia Road
Savar, Dhaka
Bangladesh
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
Kany Footwear Corp. Trade Payable $416,777
No. 9 Haijing Road, Xibin
Jinjiang, Fujian, 362200
Name: Carmen Chau
Tel: 852 2806 7980
Fax: 852 3929 1329
Email: carmenchau@lfsourcing.com
GYMBOREE CORP: Files for Chapter 11 With Pre-Negotiated Plan
------------------------------------------------------------
The Gymboree Corp. on June 11, 2017, sought Chapter 11 protection
after reaching a deal with a majority of its term loan lenders on
the terms of a comprehensive financial restructuring.
AlixPartners managing director James A. Mesterharm, who was
appointed chief restructuring officer of the Debtors on May 30,
2017, explains that amidst the challenges facing many in the retail
industry, the Debtors commenced the chapter 11 cases with a
comprehensive pre-negotiated restructuring in hand, together with
key creditor support. After more than four months of diligence and
arm's-length negotiations with certain secured term loan lenders
(the "Consenting Term Loan Lenders"), the Debtors have reached
agreement with approximately 66% of lenders holding Gymboree's
$788.8 million secured term loan to fund and support an expedited
restructuring that will ensure a viable enterprise and maximize
stakeholder recoveries.
The key terms of the pre-negotiated restructuring contemplate a
reduction of approximately $1 billion in indebtedness, an infusion
of up to $115 million in new money (through both a term loan
debtor-in-possession financing facility and a fully backstopped
rights offering), and a rationalization of the Debtors' retail
footprint. As contemplated in the Restructuring Support
Agreement, dated as of June 11, 2017, the Debtors intend to move
swiftly through these cases and obtain confirmation of a chapter 11
plan by Sept. 24, 2017.
Gymboree said in a statement it has three great brands, strong
operations and dedicated employees, and throughout the bankruptcy
process, the Company will continue to:
* deliver superior service to its customers;
* offer great merchandise;
* provide associate wages and other benefits in the normal
course; and
* pay vendors in the ordinary course for all goods and services
delivered on or after June 11, 2017.
The Company has secured commitments for $35 million in new-money
debtor-in-possession ("DIP") financing from a majority of its
existing Term Loan Lenders and up to $273.5 million in additional
DIP financing from its existing lenders under Gymboree's ABL credit
facilities which, in addition to Gymboree's ongoing cash flow, will
ensure the Company is able to continue meeting its financial
obligations throughout the Chapter 11 case. The support of
Gymboree's lenders and their new financing commitment underscores
their confidence in the Company.
The Gymboree management team is confident that this financial
restructuring is the best path forward for all of the Company's
stakeholders. Gymboree expects to move through this process as
quickly and efficiently as possible and emerge as a stronger
organization that is better positioned to grow and thrive in
today's evolving retail landscape.
Gymboree was founded in San Francisco, California in 1976 as the
first program to promote child growth and learning through playtime
with parents. Following its inception, Gymboree specialized in
creating activities to help develop the cognitive, physical, and
social skills of children as they play. In 1986, Gymboree launched
its first retail store in California to provide children's apparel
to complement Gymboree's existing development programs. Over the
course of the next three decades, Gymboree expanded its domestic
and international presence to approximately 1,300 specialty retail
stores operating under three brands: Gymboree; Janie & Jack (a
higher-end offering launched in 2002); and Crazy 8 (a
value-oriented line launched in 2007).
The Gymboree line is available for purchase internationally across
586 stores, 174 outlets, and 48 franchised stores, accounting for
approximately 61% of revenue in 2016. Janie and Jack operates 104
stores, 45 outlets, and two franchised stores, accounting for 17%
of revenue in 2016. Crazy 8 maintains 368 stores, 14 outlets, and
three franchised stores, accounting for 22% of revenue in 2016.
Approximately 35% of their domestic real estate space is
concentrated with Simon Property Group, Inc. and GGP Inc.
(previously General Growth Properties, Inc.), with the remainder of
the Debtors' leasing arrangements spread out among a variety of
other landlord entities.
Shift From Brick and Mortar Stores
"Unfortunately, the Debtors, like many other apparel and retail
companies, have recently fallen victim to adverse macro-trends,
including the general shift away from brick-and-mortar stores to
online retail channels. More specifically, retail companies like
Gymboree, with a substantial brick-and-mortar presence, bear higher
expenses than web-based retailers and are heavily dependent on
store traffic, which has decreased significantly as consumers
increasingly shop online rather than in malls or shopping centers.
In addition to competing against online retailers, the Debtors have
struggled against other established brick-and-mortar retailers,
such as Children's Place and the Gap, who have less leveraged
capital structures. With less debt to service, these competitors
are able to offer lower prices than the Debtors and still bear the
high operating expenses associated with brick-and-mortar retail,"
Mr. Mesterharm explains.
"These developments, compounded with an underdeveloped online
presence and wholesale platform, have adversely impacted the
Debtors' sales and operations, with EBITDA declining by 24% over
the last year, from approximately $94 million in 2015 to
approximately $71 million in 2016. These declines have directly --
and negatively -- impacted liquidity. Moreover, the Debtors are
facing looming debt maturities, beginning in December 2017.
To protect the inherent value in its businesses and to address the
existing macro-economic challenges, Gymboree has been proactive in
developing strategies to maintain its market position and improve
performance in the challenging retail climate. In particular,
Gymboree is implementing real estate rationalization measures and
other operational efficiency initiatives and developing its
wholesale business and online sales presence."
"And unlike many retailers with challenged business models that
have been unable to continue operations as a going concern,
Gymboree has negotiated a comprehensive reorganization to preserve
its existing and highly relevant operations, aided by a
deeply-loyal customer base. With debtor-in-possession financing, a
prenegotiated plan structure, and key creditor support in place,
the Debtors intend to move expeditiously through these cases and
emerge as a stronger, better-capitalized business positioned to
thrive for years to come."
Reports indicate that aside from the $1 billion debt restructuring,
Gymboree plans to close 375 to 450 stores, but the company says
it's still deciding which locations will close.
About The Gymboree Corp.
The Gymboree Corporation is a children apparel retailer in North
America, with 1,291 retail stores as of Jan. 28, 2017 operating
under three brands: Gymboree; Janie & Jack (a higher-end offering
launched in 2002); and Crazy 8 (a value-oriented line launched in
2007). The Company operates online stores at
http://www.gymboree.com/, http://www.janieandjack.com/and
http://www.crazy8.com/
In October 2010, Gymboree was acquired by Bain Capital Private
Equity, LP and certain of its affiliated investment funds or
investment vehicles managed or advised by it -- Sponsor -- for
approximately $1.8 billion.
The Gymboree Corp. and seven affiliates each filed a Chapter 11
voluntary petition (Bankr. E.D. Va. Lead Case No. 17-32986) on June
11, 2017. James A. Mesterharm, chief restructuring officer, signed
the petitions.
The cases are pending before the Honorable Keith L. Phillips, and
the Debtors have requested joint administration of the cases.
Gymboree had $755.5 million in assets and $1.36 billion in total
liabilities as of March 14, 2017.
Kirkland & Ellis LLP, is the Debtors' bankruptcy counsel. Kutak
Rock LLP is the Debtors' local bankruptcy counsel. Munger, Tolles
& Olson LLP is the Debtors' special counsel. Lazard Freres & Co.
LLC is the investment banker. AlixPartners, LLP is the
restructuring advisor. Prime Clerk LLC is the claims agent.
GYMBOREE CORP: Terms of $1-Billion Debt Restructuring
-----------------------------------------------------
Bain Capital Private Equity, LP's The Gymboree Corporation has
entered into an agreement with a majority of its term loan lenders
on the terms of a comprehensive financial restructuring and
recapitalization. The Restructuring Support Agreement contemplates
a comprehensive reorganization, through a chapter 11 plan, that
will result in a substantial deleveraging of the Debtors' balance
sheet by approximately $1 billion.
The company expects to complete the Chapter 11 process in less than
four months. To effectuate the comprehensive restructuring, and
ensure the Debtors' emergence from chapter 11, it is imperative
that the Debtors meet the following key dates and milestones:
* 5 days after Petition Date: File the Plan, Disclosure
Statement and Solicitation Materials, motion for entry of an order
approving the Disclosure Statement and Solicitation Materials, and
motion for entry of an order approving entry into the Backstop
Commitment Agreement.
* 35 days after Petition Date: Obtain entry of a Final Order
approving the Proposed DIP Financing.
* 35 days after Petition Date: Obtain entry of an Order
approving entry into the Backstop Commitment Agreement.
* 35 days after Petition Date: Obtain one or more proposals for
the Exit Term Loan Facility, the Exit ABL Term Loan Replacement
Facility, and Exit ABL Revolving Facility.
* 55 days after Petition Date: Obtain entry of Order approving
the Disclosure Statement and Solicitation Materials (the
"Disclosure Statement Order").
* 75 days after Petition Date: Obtain written commitments for
the Exit Term Loan Facility, the Exit ABL Term Loan Replacement
Facility, and Exit ABL Revolving Facility.
* 105 days after Petition Date: Obtain entry of Confirmation
Order.
* 110 days after Petition Date: Occurrence of the Effective
Date.
Prepetition Capital Structure
As of the Petition Date, the Debtors have approximately $1.1
billion in total funded debt obligations, consisting of
approximately $81.0 million under the senior secured asset-based
revolving credit facility (the "ABL Revolver"); $47.5 million
outstanding under Gymboree's asset-based term loan (the "ABL Term
Loan" and, together with the ABL Revolver, the "ABL Facility");
$788.8 million in aggregate principal amount outstanding under the
Debtors' senior secured term loan (the "Term Loan Facility"); and
$171.0 million in aggregate principal amount of 9.125% unsecured
senior notes due 2018 (the "Unsecured Notes"):
Outstanding
Funded Debt Maturity Principal Amount
----------- -------- ----------------
ABL Revolver December 2017 $81.0 million
ABL Term Loan December 2017 $47.5 million
Term Loan Facility February 2018 $788.8 million
Unsecured Notes December 2018 $171.0 million
----------------
Total Funded Debt: $1,088.3 million
Restructuring Support Agreement
Beginning in March 2017, the Debtors commenced comprehensive
restructuring negotiations with the Consenting Term Loan Lenders
and the Term Loan Agent's advisors, Milbank, Tweed, Hadley & McCloy
LLP and Rothschild & Co. (the "Term Loan Agent Advisors"). The
Debtors were also approached by, and engaged in conversations over
the last several months with, advisors to a group of Unsecured
Noteholders. The Debtors have facilitated the diligence of both
creditor groups' advisors for the last several months.
In May 2017, the Consenting Term Loan Lenders signed nondisclosure
agreements with the Debtors and were given access to certain of the
Debtors' confidential information to negotiate a restructuring
transaction. Since the Consenting Term Loan Lenders became
restricted, the Debtors and their advisors have engaged in a number
of substantive meetings and telephone conferences with the
Consenting Term Loan Lenders and the Term Loan Agent Advisors
regarding comprehensive restructuring alternatives that would
strengthen the Debtors' balance sheet and provide necessary
liquidity. After extensive negotiations, the Debtors and the
Consenting Term Loan Lenders entered into the Restructuring Support
Agreement on June 11, 2017.
The Restructuring Support Agreement contemplates a comprehensive
reorganization, through a chapter 11 plan, that will result in a
substantial deleveraging of the Debtors' balance sheet by
approximately $1 billion. The key terms of the restructuring are
as follows:
* a $105 million debtor-in-possession term loan credit facility,
including $35 million in new money debtor-in-possession term loans
and the roll-up of $70 million of term loans under the existing
term loan facility into amounts outstanding under the
debtor-in-possession term loan credit facility;
* a $273.5 million debtor-in-possession revolving credit
facility pursuant to which all amounts outstanding under the ABL
Facility will be rolled-up into a postpetition ABL credit facility
on terms similar to those under the ABL Facility; and
* up to $80 million in new equity capital by way of a rights
offering fully-backstopped, by the Consenting Term Loan Lenders, to
allow the Company to emerge from chapter 11 with sufficient
liquidity to fund the business.
* All Term Loan Lenders will be afforded the opportunity to
participate in the DIP Term Loan Facility and Rights Offering.
The restructuring transactions contemplate pro forma equity
ownership as follows:
* Term Loan Lenders who contribute their pro rata share of the
$35 million new money DIP Term Loan Facility and their pro rata
share of the up to $80 million Rights Offering will obtain the
benefit of the $70 million DIP Term Loan Facility roll-up and
ultimately share pro rata in 89.6% of the newly-issued common
shares (the "New Gymboree Common Shares"), with an additional 2.4%
of the New Gymboree Common Shares distributed to the Consenting
Term Loan Lenders who have agreed to backstop the Rights Offering.
* Non-participating Term Loan Lenders will receive their pro
rata share of 8% of the New Gymboree Common Shares.
* Up to 10% of New Gymboree Common Shares (on a fully diluted
basis) shall be reserved for issuance in connection with a
management incentive plan.
Preserving Gymboree's tax attributes, including $18.3 million of
state net operating losses ("NOLs") as of Jan. 31, 2017, expected
additional federal and state NOLs in the current year, and certain
other attributes, is critical to any restructuring and was a
component of the discussions with the Consenting Term Loan Lenders.
In particular, there is a significant built in loss in the stock
of The Gymboree Corp., which the Debtors plan to utilize to offset
gains expected to be triggered by the restructuring.
Critically, pursuant to the Restructuring Support Agreement, Bain
Capital Private Equity, LP, as sponsor, has agreed to:
(i) cooperate in structuring and reporting the restructuring
transaction in a way that allows the Debtors to use these tax
attributes;
(ii) not take any action that would jeopardize such attributes;
and
(iii) forego any claims for compensation for the use of such
attributes.
The Restructuring Support Agreement also includes mutual releases
between the Sponsor and the Consenting Term Loan Lenders. As a
result, the Debtors, the Consenting Term Loan Lenders, and the
Sponsor are able to ensure that the valuable tax attributes are
preserved and can be utilized by Gymboree.
Fiduciary Out
Gymboree maintains a broad "fiduciary out" under the Restructuring
Support Agreement. Specifically, Section 17 of the Restructuring
Support Agreement provides, in part, that nothing will require
Gymboree "to take or refrain from taking any action (including,
without limitation, terminating [the Restructuring Support
Agreement] under Section 11), to the extent [Gymboree] determines .
. . that taking, or refraining from taking, such action, as
applicable, would be inconsistent with applicable law or its
fiduciary obligations under applicable law."
On May 18, 2017, The Gymboree Corporation formed a special
committee to explore strategic alternatives and/or financial
alternatives and Transactions (as defined in the May 18, 2017
resolutions) in connection with the Board's consideration of such
Transactions.
According to papers filed with the Bankruptcy Court, the Special
Committee consists of independent director Steven Winograd, who was
also appointed to the Board on May 18, 2017. Mr. Winograd has
experience serving on boards of directors, including as an
independent director, having served on, among others, the board of
Caesars Entertainment Operating Company since June 2014, and the
board of Linn Acquisition Company LLC on behalf of Berry Petroleum
Company LLC during 2016-2017. During over 33 years as an
investment banker, Mr. Winograd has completed numerous transactions
for a wide variety of public and private companies including
mergers and acquisitions, debt and equity financings, and
restructurings. Mr. Winograd received a BA from Wesleyan
University and an MBA from the Columbia University Graduate School
of Business.
Steven Winograd and the Special Committee have directed Gymboree to
engage the law firm of Munger, Tolles & Olson LLP as directed by
Mr. Winograd and the Special Committee, in connection with the
matters delegated to the Special Committee.
Parties and Their Advisors
Bank of America, N.A., is the administrative agent and collateral
agent (in such capacities, the "ABL Administrative Agent"), and
Pathlight Capital LLC, is the ABL term loan agent under the ABL
Credit Agreement. Credit Suisse AG, Cayman Islands Branch, is
administrative and collateral agent under the Term Loan Facility.
Deutsche Bank Trust Company Americas is indenture trustee under the
indenture providing for the 9.125% unsecured notes.
The Term Loan Agent and the Consenting Creditors tapped (a)
Milbank, Tweed, Hadley & McCloy LLP as legal counsel, (b)
McGuireWoods LLP as local counsel, (c) Rothschild Inc. as financial
advisor and investment banker, and (d) Carriage House Capital
Advisors, LLC as consultant.
Counsel to the Term Loan Agent and the DIP Term Loan Agent:
Milbank, Tweed, Hadley & McCloy LLP
28 Liberty Street
New York, NY 10005
Attention: Dennis F. Dunne
Evan R. Fleck
E-mail: ddunne@milbank.com
efleck@milbank.com
- and -
McGuireWoods LLP
800 East Canal Street
Richmond, VA 23219
Attention: Dion W. Hayes
E-mail: dhayes@mcguirewoods.com
The Sponsor:
Bain Capital Partners, LLC
200 Clarendon Street
Boston, MA 02116
Attention: David Hutchins
E-mail: dhutchins@baincapital.com
Sponsor's Counsel:
Weil Gotshal & Manges LLP
767 5th Avenue
New York, NY 10153
Attention: Matt Barr
E-mail: matt.barr@weil.com
Robert Lemons
Robert.lemons@weil.com
Counsel to the DIP ABL Administrative Agent:
Morgan, Lewis & Bockius LLP
One Federal St.
Boston, Massachusetts 02110
Attn: Julia Frost-Davies
Amelia C. Joiner
- and -
Hunton & Williams LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Attn: Tyler P. Brown;
Counsel to the DIP ABL Term Agent:
Choate, Hall & Stewart LLP
Two International Place
Boston, Massachusetts 02110
Attn: Kevin J. Simard and Jennifer C. Fenn
- and -
Whiteford Taylor Preston, LLP
3190 Fairview Park Drive, Suite 800
Falls Church, Virginia 22042-4510
Attn: Christopher A. Jones
The indenture trustee for the Debtors' senior unsecured notes:
Deutsche Bank Trust Company Americas
Trust and Securities Services
100 Plaza One, 6th Floor,
Jersey City, New Jersey 07311
Attn: Rodney Gaughan
Counsel to the ad hoc group of senior unsecured noteholders:
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park, Bank of America Tower
New York, New York 10036-6745
Attn: Daniel H. Golden
Jason P. Rubin, and
Robert S. Strauss Building
1333 New Hampshire Avenue, N.W.
Washington, DC 20036-1564
Attn: James Savin
The Gymboree Corp can be reached at:
The Gymboree Corporation
71 Stevenson Street, Suite 2200
San Francisco, CA 94105
Attention: Kimberly MacMillan
E-mail: kimberly_macmillan@gymboree.com
About The Gymboree Corp.
The Gymboree Corporation is a children apparel retailer in North
America, with 1,291 retail stores as of Jan. 28, 2017 operating
under three brands: Gymboree; Janie & Jack (a higher-end offering
launched in 2002); and Crazy 8 (a value-oriented line launched in
2007). The Company operates online stores at
http://www.gymboree.com/, http://www.janieandjack.com/and
http://www.crazy8.com/
In October 2010, Gymboree was acquired by Bain Capital Private
Equity, LP and certain of its affiliated investment funds or
investment vehicles managed or advised by it -- Sponsor -- for
approximately $1.8 billion.
The Gymboree Corp. and seven affiliates each filed a Chapter 11
voluntary petition (Bankr. E.D. Va. Lead Case No. 17-32986) on June
11, 2017. James A. Mesterharm, chief restructuring officer, signed
the petitions.
The cases are pending before the Honorable Keith L. Phillips, and
the Debtors have requested joint administration of the cases.
Gymboree had $755.5 million in assets and $1.36 billion in total
liabilities as of March 14, 2017.
Kirkland & Ellis LLP, is the Debtors' bankruptcy counsel. Kutak
Rock LLP is the Debtors' local bankruptcy counsel. Munger, Tolles
& Olson LLP is the Debtors' special counsel. Lazard Freres & Co.
LLC is the investment banker. AlixPartners, LLP is the
restructuring advisor. Prime Clerk LLC is the claims agent.
GYMBOREE CORP: Unsecured Creditors Out of Money Under Plan
----------------------------------------------------------
The Gymboree Corporation is set to file a Chapter 11 plan of
reorganization that it negotiated with controlling owner Bain
Capital Private Equity, LP, and a majority of its term loan
lenders, prior to the bankruptcy filing.
The Plan will reduce debt by more than $900 million. Secured term
loan lenders owed $788.8 million will exchange their debt for most
of the new common shares of reorganized Gymboree.
Under the Plan, holders of general unsecured claims will not be
entitled to any recovery or distribution under the Plan. Holders
of existing common stock also won't receive anything.
Unsecured claims are primarily held by holders of $171.0 million in
aggregate principal amount of 9.125% unsecured senior notes due
2018. The indenture trustee for the Debtors' senior unsecured
notes is Deutsche Bank Trust Company Americas.
While general unsecured creditors are slated to have a 0% recovery,
critical vendors -- vendors deemed critical to the business -- will
be paid in the ordinary course of business and will be unimpaired
under the Plan.
The Debtors estimate that the critical vendors may hold claims in
excess of $2.9 million that are not entitled to administrative or
other priority status under Section 503(b)(9) of the Bankruptcy
Code. The Debtors intend to pay, in the ordinary course of
business, all undisputed, liquidated, prepetition amounts owing on
account of claims held by critical vendors.
The Debtors also intend to pay $75.2 million owing to foreign
vendors located primarily in China, Vietnam, Bangladesh, Indonesia,
and India. The Debtors currently enjoy favorable trade terms with
the foreign vendors, such that payment for product generally is not
due until 75 days from the date the product is loaded at the port
for shipment. Approximately 93% of the Debtors' inventory from
Foreign Vendors is sourced through the Debtors' longstanding
sourcing agent, LF Centennial Pte. Ltd. and certain of its
affiliates ("Li & Fung").
About The Gymboree Corp.
The Gymboree Corporation is a children apparel retailer in North
America, with 1,291 retail stores as of Jan. 28, 2017 operating
under three brands: Gymboree; Janie & Jack (a higher-end offering
launched in 2002); and Crazy 8 (a value-oriented line launched in
2007). The Company operates online stores at
http://www.gymboree.com/, http://www.janieandjack.com/and
http://www.crazy8.com/
In October 2010, Gymboree was acquired by Bain Capital Private
Equity, LP and certain of its affiliated investment funds or
investment vehicles managed or advised by it -- Sponsor -- for
approximately $1.8 billion.
The Gymboree Corp. and 7 affiliates each filed a Chapter 11
voluntary petition (Bankr. E.D. Va. Lead Case No. 17-32986) on June
11, 2017. James A. Mesterharm, chief restructuring officer, signed
the petitions.
The cases are pending before the Honorable Keith L. Phillips, and
the Debtors have requested joint administration of the cases.
Gymboree had $755.5 million in assets and $1.36 billion in total
liabilities as of March 14, 2017.
Kirkland & Ellis LLP, is the Debtors' bankruptcy counsel. Kutak
Rock LLP is the Debtors' local bankruptcy counsel. Munger, Tolles
& Olson LLP is the Debtors' special counsel. Lazard Freres & Co.
LLC is the investment banker. AlixPartners, LLP is the
restructuring advisor. Prime Clerk LLC is the claims agent.
HANCOCK FABRICS: Parties Object to Plan of Liquidation
------------------------------------------------------
BankruptcyData.com reported that multiple parties, including Chubb
Companies, Texas Ad Valorem Taxing Jurisdictions and the Internal
Revenue Service (IRS), filed with the U.S. Bankruptcy Court
separate objections to Hancock Fabrics' Second Amended Joint
Chapter 11 Plan of Liquidation. The IRS asserts, "IRS is a
creditor and party in interest. IRS filed an amended proof of
claim against Hancock Fabrics, in the amount of $2,206,609.79,
which includes an unsecured priority claim of $1,947,900.68. IRS
has also asserted an administrative expense claim against Hancock
Fabrics, in the amount of $18,029.49. Article 2(A) of the Plan
describes the IRS Administrative Claims and Priority Tax Claims as
unimpaired. IRS claims are not only altered by the Plan; they are
negatively affected by the Plan. IRS objects to the treatment of
its Administrative Claims."
About Hancock Fabrics
Hancock Fabrics, Inc., is a specialty fabric retailer operating
stores under the name "Hancock Fabrics". Hancock has 4,500
full-time and part time employees. The Baldwyn, Mississippi-based
company is one of the largest fabric retailers in the United
States, operating 260 stores in 37 states as of Oct. 31, 2015, and
an Internet store under the domain name
http://www.hancockfabrics.com/
Hancock Fabrics, Inc., and six of its affiliates, retailer of
fabric, sewing and accessories, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on
Feb. 2, 2016. Dennis Lyons, the senior vice president and
chief administrative officer, signed the petitions. Judge
Brendan Linehan Shannon is assigned to the jointly administered
cases.
The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Richards, Layton & Finger, P.A., as local counsel, Clear Thinking
Group LLC as financial advisor, Retail Consulting Services, Inc.
dba Real Estate Advisors as real estate advisors, and Kurtzman
Carson Consultants, LLC, as claims and noticing agent.
The Debtors disclosed total assets of $151.4 million and total
debts of $182.1 million. The Debtors owed its trade vendors
approximately $21.2 million as of Jan. 31, 2016.
Lawyers at Klehr Harrison Harvey Branzburg LLP and Hahn & Hessen
LLP serve as counsel to the Official Committee of Unsecured
Creditors.
HARO INVESTMENT: Bankr. Ct. Lacks Jurisdiction in Condado Dispute
-----------------------------------------------------------------
Judge Brian K. Tester of the U.S. Bankruptcy Court for the District
of Puerto Rico granted Defendant Condado 3, LLC's motion to
dismiss pursuant to FRBP 7012(b).
Debtor/Plaintiff, Haro Investment Corporation, petitioned for
reorganization under chapter 11 of the Bankruptcy Code on Dec. 22,
2016. Condado 3, LLC, filed claim number 1-1 in the amount of
$80,650.32. The claim is secured by a first mortgage in the
principal amount of $110,000, with interest at the annual rate of
9.99%, recorded at page 161 of volume 792 of Cabo Rojo, sixth
inscription of property number 23380 of Cabo Rojo, at the Registry
of Property of Puerto Rico, San German Section. A Judgment was
entered in relation to this debt on September 1, 2015, and
notified on September 3, 2015, by the Superior Court of Puerto
Rico, Mayaguez Section, in Civil No. ISCI2014-01583(306)- Banco
Popular de Puerto Rico v. Yamil Ortiz Ortiz; Haro Investment Corp.
On Feb. 27, 2017, the Debtor filed a Complaint against Condado 3
seeking various alternate reliefs, including that Defendant be
barred from filing a proof of claim for violations of the positive
law of the land. On March 20, 2017, the Defendant filed a Motion to
Dismiss alleging that the Rooker-Feldman doctrine bars the
bankruptcy court from granting the relief sought by Plaintiff for
lack of subject-matter jurisdiction as a federal district court
does not have subject-matter jurisdiction to hear a direct appeal
from the final judgment of a state court. In addition, Defendant
alleges that the Amended Complaint fails to substantiate a claim
upon which the relief requested by Plaintiff can be granted.
After a thorough review, Judge Tester finds that the Rooker-Feldman
doctrine is applicable to the instant case. The relief requested in
the Complaint has already been adjudicated in the State Court and
the State Court Judgment is final and unappealable, Judge Tester
points out. Judge Tester also notes that the bankruptcy court
discussed the Rooker-Feldman doctrine at length in the case of
Rodriguez Vasquez v. Reo Properties Corp. (In re Vasquez), 467 B.R.
550 (Bankr. D.P.R. 2012).
For these reasons, Judge Tester concludes that the bankruptcy court
lacks subject-matter jurisdiction to entertain the Complaint.
Thus, the Complaint is dismissed.
The adversary proceeding is HARO INVESTMENT CORP, Plaintiff, v.
CONDADO 3, LLC, Defendant(s), Adversary No. 17-00056 (D.P.R.).
A full-text copy of Judge Tester's decision is available at:
https://is.gd/ZrSmed from Leagle.com
Haro Investment is represented by:
Maximiliano Trujillo, Esq.
Maximiliano Trujillo-Gonzalez
100 Grand Paseos Blvd., Suite 112
San Juan, PR 00926-5902
Phone: (787)438-8802
Fax (787)200-5063
Email: maxtruj@gmail.com
Condado 3, LLC is represented by:
Sergio A. Ramirez de Arellano
Sergio A. Ramirez de Arellano Law Offices
10th Floor, Suite 1022
Banco Popular Center
209 Munoz Rivera Avenue
San Juan, Puerto Rico 00918-1009
About Haro Investment Corp.
Haro Investment Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 16-09944) on December 22,
2016. The petition was signed by Rolando Silva, secretary.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
On Dec. 27, 2016, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan. The plan proposes to pay
unsecured priority claims and unsecured claims in full, plus 4%
interest from the date of its bankruptcy filing.
HAWAIIAN TELCOM: S&P Affirms Then Withdraws 'B' CCR
---------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Honolulu-based telecommunications services provider Hawaiian Telcom
Holdco Inc. At the same time, S&P affirmed its 'B' issue-level
rating, with a recovery rating of '3', on the company's senior
secured debt.
S&P subsequently withdrew the corporate credit and issue-level
ratings at the company's request.
HOUSTON AMERICAN: Updates Investor Presentations
------------------------------------------------
Houston American Energy Corp. has prepared updated slides
reflecting recent developments in Reeves County and updated Company
information to be posted on the Company's web site and for use in
connection with investor presentations.
The Company provides the following summary:
* Entry position in premier location in the Permian Basin
provides new growth area
* Strong operating partners with extensive experience in
respective operating areas
* Clean Company with no debt and simple capital structure
* Tax loss carryforward of approximately $50 million
* NYSE MKT listed with broad shareholder base
* Significant potential upside and near-term cash flow with
Permian assets
* Significant potential upside in Colombian assets
The Company also disclosed that as of June 6, 2017, it has market
capitalization of $32 million. Since 2003, HUSA:
* Has participated in 123 wells with Hupecol with a 67%
completion success rate
* Has monetized assets realizing $69.9 million in after
tax gross proceeds and a ROI of 2.8X
The Slide Presentation is available for free at:
https://is.gd/Ll04fd
About Houston American Energy Corp.
Based in Houston, Texas, Houston American Energy Corp.
(NYSEMKT:HUSA) -- http://www.HoustonAmericanEnergy.com/-- is an
independent energy company with interests in oil and natural gas
wells, minerals and prospects. The Company's business strategy
includes a property mix of producing and non-producing assets with
a focus on Texas, Louisiana and Colombia.
Houston American reported a net loss of $2.64 million on $165,910
of oil and gas revenue for the year ended Dec. 31, 2016, compared
to a net loss of $3.83 million on $429,435 of oil and gas revenue
for the year ended Dec. 31, 2015. As of March 31, 2017, Houston
American had $3.79 million in total assets, $175,132 in total
liabilitiies and $3.62 million in total shareholders' equity.
GBH CPAs, PC, in Houston, Texas -- www.gbhcpas.com -- issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, noting that the
Company has suffered recurring losses from operations, which raises
substantial doubt about its ability to continue as a going concern.
HOUSTON BLUEBONNET: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The Office of the U.S. Trustee on June 9 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Houston Bluebonnet, L.L.C.
About Houston Bluebonnet LLC
Houston Bluebonnet, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 16-34850) on Sept. 30, 2016. The Debtor
estimated assets and liabilities of less than $500,000. The
petition was signed by Allyson Davis, authorized representative.
H. Miles Cohn, Esq., at Crain, Caton & James, P.C., serves as the
Debtor's bankruptcy counsel. The Debtor hired Gary E. Ellison, PC
and Snelling Law Firm as special counsel.
IGNITE RESTAURANT: Seeks OK of Bid Procedures for Assets Sale
-------------------------------------------------------------
BankruptcyData.com reported that Ignite Restaurant Group filed with
the U.S. Bankruptcy Court an emergency motion for entry of an order
authorizing and scheduling an auction at which Debtors will solicit
the highest or best bid for the sale of substantially all of
Debtors' assets, approving bidding procedures related to conduct of
auction, approving breakup fee, approving the form and manner of
notices of proposed sale of the Debtors' assets, the auction and
the sale hearing and approving the sale of its assets to stalking
horse purchaser KRG Acquisitions or to the party submitting the
highest or best bid. The motion explains, "This emergency Motion is
filed because the Debtors are operating a restaurant business that
needs to be sold on an expedited basis to preserve value and ensure
there can be an orderly transition of the business to an identified
buyer. An accelerated process is warranted under the unique
circumstances of these Debtors, because they have been evaluating
and undertaking a sale process that started in the fall of 2016.
After months of effort, the Debtors have identified and proposed a
transaction with a capable and experienced buyer that can acquire
the assets for a value that is above any others thus far
identified. However, for important and pressing business reasons,
any sale transaction must close on or before September 8, 2017, or
the Stalking Horse Bidder may terminate the Agreement." KRG
Acquisitions' stalking horse bid for the assets is $50 million, and
any third party (other than the stalking horse purchaser) that is
interested in acquiring the purchased assets must submit an initial
overbid that provides for a purchase price in an amount equal to or
greater than the sum of (1) the purchase price, (2) $1,500,000 (the
breakup fee) and (3) $500,000 (the initial overbid amount).
About Ignite Restaurant
Ignite Restaurant Group, Inc., et al., operate two well-known
restaurant brands, Joe's Crab Shack and Brick House Tavern + Tap
that offer a variety of high-quality food and beverages in a
distinctive, casual, high-energy atmosphere. They operate 130+
restaurants and have three international franchise locations, and
employ about 8,400 employees.
On June 6, 2017, Ignite Restaurant Group and its affiliates filed
for bankruptcy in Texas (Bankr. Ct. Texas, Case No. 17-33550). The
petitions were signed by Jonathan Tibus, chief executive officer.
Ignite Restaurant Group and its affiliated debtors sought
bankruptcy protection to facilitate a sale of its business to a
private equity firm for $50million in cash plus the assumption of
certain liabilities.
At April 30, 2017, the Debtors reported $153.4 million in total
assets and $197.4 million in total liabilities.
The Hon. David R. Jones presides over the Debtors' cases.
King & Spalding LLP serves as bankruptcy counsel to the Debtors.
Alvarez & Marsal is the Debtors' financial advisor. Garden City
Group is the claims and noticing agent.
IMAGE MAKERS: Plan Outline Okayed, Plan Hearing on Aug. 10
----------------------------------------------------------
Image Makers Automotive Land Holdings LLC is now a step closer to
emerging from Chapter 11 protection after a bankruptcy judge
approved the outline of its plan of reorganization.
Judge Gary Spraker of the U.S. Bankruptcy Court for the District of
Nevada on June 1 gave the thumbs-up to the disclosure statement
after finding that it contains "adequate information."
The order set a July 27 deadline for filing objections, and a July
20 deadline for creditors to cast their votes accepting or
rejecting the plan. The ballot summary must be filed by the
company on or before August 7.
A court hearing to consider confirmation of the plan is scheduled
for August 10, at 9:30 a.m.
About Image Makers
Image Makers Automotive Land Holdings, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
16-10761) on February 22, 2016. The petition was signed by Carlos
Aleman, president. The Debtor disclosed total assets of $1.34
million and total debts of $1.06 million.
The case is assigned to Judge Laurel E. Davis. The Debtor is
represented by Zachariah Larson, Esq., at Larson & Zirzow, LLC.
On August 4, 2016, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
INTEGRA TELECOM: S&P Affirms 'B+' CCR, Off CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Portland, Ore.-based Integra Telecom Inc. and removed it from
CreditWatch, where S&P placed it with negative implications on Nov.
30, 2016. The rating outlook is stable.
"The affirmation follows the successful completion of Zayo's
acquisition of Integra Telecom and redemption of all of the
company's debt," said S&P Global Ratings credit analyst Ryan
Gilmore.
S&P subsequently withdrew all its ratings on the company, including
the 'B+' corporate credit rating.
INTERPACE DIAGNOSTICS: Amends 6.3M Shares Prospectus with SEC
-------------------------------------------------------------
Interpace Diagnostics Group, Inc. filed with the Securities and
Exchange Commission an amended Form S-1 registration statement
relating to the offering of up to 6,282,723 shares of the Company's
common stock.
The Company is also offering to each purchaser whose purchase of
shares of common stock in this offering would otherwise result in
the purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% of the Company's
outstanding common stock immediately following the consummation of
this offering, the opportunity to purchase, if the purchaser so
chooses, pre-funded warrants, in lieu of shares of common stock
that would otherwise result in the purchaser's beneficial ownership
exceeding 4.99% of the Company's outstanding common stock. Subject
to limited exceptions, a holder of pre-funded warrants will not
have the right to exercise any portion of its pre-funded warrants
if the holder, together with its affiliates, would beneficially own
in excess of 4.99% (or, at the election of the holder, 9.99%) of
the number of shares of common stock outstanding immediately after
giving effect to such exercise. Each pre-funded warrant will be
exercisable for one share of our common stock. The purchase price
of each pre-funded warrant will equal the price per share at which
the shares of common stock are being sold to the public in this
offering, minus $0.01, and the exercise price of each pre-funded
warrant will be $0.01 per share. This offering also relates to the
shares of common stock issuable upon exercise of any pre-funded
warrants sold in this offering. For each pre-funded warrant the
Company sells, the number of shares of common stock it is offering
will be decreased on a one-for-one basis. The shares of common
stock and pre-funded warrants can only be purchased together in
this offering but will be issued separately and will be immediately
separable upon issuance.
The Company's common stock is listed on The Nasdaq Capital Market
under the symbol "IDXG". The closing price of the Company's common
stock on June 6, 2017, as reported by The Nasdaq Capital Market,
was $1.91 per share. The public offering price per share of common
stock and any pre-funded warrant will be determined between the
Company and the underwriter at the time of pricing, and may be at a
discount to the current market price. There is no established
public trading market for the pre-funded warrants, and the Company
does not expect a market to develop. In addition, the Company does
not intend to apply for a listing of the pre-funded warrants on any
national securities exchange.
Maxim Group LLC serves as the sole book running manager of the
offering. WestPark Capital, Inc. is the co-manager.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/Ym62b1
About Interpace Diagnostics
Headquartered in Parsippany, New Jersey, Interpace Diagnostics
Group, Inc., is focused on developing and commercializing
molecular diagnostic tests principally focused on early detection
of high potential progressors to cancer and leveraging the latest
technology and personalized medicine for patient diagnosis and
management. The Company currently has four commercialized
molecular tests: PancraGen, a pancreatic cyst molecular test that
can aid in pancreatic cyst diagnosis and pancreatic cancer risk
assessment utilizing the Company's proprietary PathFinder platform;
ThyGenX, which assesses thyroid nodules for risk of
malignancy, ThyraMIR, which assesses thyroid nodules risk of
malignancy utilizing a proprietary gene expression assay.
Interpace reported a net loss of $8.33 million on $13.08 million of
net revenue for the year ended Dec. 31, 2016, compared with a net
loss of $11.35 million on $9.43 million of net revenue for the year
ended Dec. 31, 2015. As of March 31, 2017, the Company had $46.97
million in total assets, $22.40 million in total liabilities and
$24.56 million in total stockholders' equity.
BDO USA, LLP, in Woodbridge, 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 continuing operations that raise substantial doubt
about its ability to continue as a going concern.
J & W TRAILER: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of J & W Trailer Leasing, LLC, as
of June 8, according to a court docket.
About J & W Trailer Leasing
J & W Trailer Leasing, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. N.D. Case No. 17-30279) on May 9,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
Sara E. Diaz, Esq., at Bulie Law Office serves as the Debtor's
legal counsel.
The case is assigned to Judge Shon Hastings.
JACK COOPER: S&P Revises CCR to 'D' on Skipped Interest Payment
---------------------------------------------------------------
S&P Global Ratings said that it revised its corporate credit rating
on Jack Cooper Holdings Corp. to 'D'. Jack Cooper announced that
it has elected not to pay the June 1, 2017, interest payment due on
its 9.25% senior secured notes due in 2020. S&P do not believe
Jack Cooper Holdings will make this interest payment or any other
payments on its debt obligations and expect a general default given
ongoing negotiations with noteholders.
At the same time, S&P revised its issue-level rating on Jack Cooper
Holdings' $375 million senior secured notes due in 2020 to 'D' from
'C' and removed them from CreditWatch with negative implications,
where they were placed April 5, 2017. The '5' recovery rating is
unchanged, indicating S&P's expectation for modest (10%-30%;
rounded estimate: 25%) recovery in the event of a payment default.
S&P's 'D' issue-level rating on Jack Cooper Holdings parent Jack
Cooper Enterprises Inc.'s senior unsecured payment-in-kind (PIK)
toggle notes and '6' recovery rating are unchanged. The '6'
recovery rating indicates S&P's expectation for minimal (0%-10%;
rounded estimate: 0%) recovery in the event of a payment default.
S&P also notes that in previous reviews it incorrectly applied its
distressed-exchange criteria to Jack Cooper Holdings and revised
S&P's corporate credit rating on this legal entity to 'SD' in
error. This followed a distressed exchange on the PIK toggle notes
issued by a different legal entity, parent Jack Cooper Enterprises.
Therefore, from Dec. 9, 2016, to June 7, 2017, S&P's corporate
credit rating on Jack Cooper Holdings should have remained 'CC' and
on CreditWatch with negative implications.
KOFAX INC: S&P Assigns 'B' CCR on Acquisition by Thoma Bravo
------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Irvine, Calif.-based Kofax Inc. The outlook is stable.
Kofax Inc., entered into an agreement to be acquired from Lexmark
International Inc. by private equity investment firm Thoma Bravo.
Kofax will fund the transaction with a $505 million first-lien term
loan due 2023 and sponsor equity.
At the same time, S&P assigned its 'B' issue-level and '3' recovery
ratings to the company's proposed $565 million first-lien credit
facility, which includes a $60 million revolver (undrawn at close).
The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; rounded estimate: 55%) recovery for lenders in the events
of a payment default.
"The 'B' corporate credit rating reflects the company's relatively
small scale and niche focus within a fragmented and highly
competitive ECM-based productivity software marketplace, less
predictable product refresh cycle relative to that of other
software companies, and its relatively low recurring revenue base
of roughly 55% of revenues," said S&P Global Ratings credit analyst
Dee Banson. The rating also reflects S&P's expectation that
revenues will stabilize in fiscal 2017 after declining 9% in 2015
and 8% in 2016. Over the past two years, foreign exchange rates
(nearly 45% of revenues from EMEA), loss of original equipment
manufacturer (OEM) business due to its acquisition by Lexmark, and
high sales force attrition have impaired Kofax's performance. S&P
believes the last issue is largely behind Kofax based on recent
stabilization of the sales force, and expect gradual recovery of
the lost OEM business once Kofax is carved out of Lexmark.
The stable outlook reflects S&P's expectation that revenues will
stabilize in fiscal 2017 once Kofax is carved out of Lexmark such
that leverage will remain below 6x over the coming year.
S&P could lower the rating if Kofax is unable to stabilize its
revenues, leading to declining profitability and adjusted leverage
above the mid-6x area, or if free operating cash flow as a
percentage of debt is in the low-single-digit range on a sustained
basis.
Although unlikely over the near term, S&P could raise the rating on
Kofax if the company commits to and sustains leverage below 5x, in
conjunction with maintaining free cash flow as a percentage of debt
in the high-single-digit range or higher.
MAIDEN HOLDINGS: S&P Assigns 'BB' Rating on Preferred Shares
------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB' rating to Maiden
Holdings Ltd.'s issuance of preferred shares. S&P expects these
shares to replace the $100 million senior notes (called in June)
and potentially a portion of the preferred shares series A
(callable in August). Accordingly, S&P expects the company's
financial leverage to remain unchanged at around 33.5% by year-end
2017, although S&P expects a temporary increase in leverage between
the June offering and August call date. S&P expects financial
leverage to remain below 35% and coverage below 4x in next 12 to 24
months.
RATINGS LIST
Maiden Holdings Ltd.
Counterparty credit rating BBB-/Negative/--
New Rating
Maiden Holdings Ltd.
Preferred shares BB
MAYACAMAS HOLDINGS: Taps Force 10's Weiss as Restructuring Manager
------------------------------------------------------------------
Mayacamas Holdings LLC, et al., seek permission from the U.S.
Bankruptcy Court for the Northern District of California to employ
Brian Weiss of Force Ten Partners LLC as their restructuring
manager, nunc pro tunc to April 7, 2017.
The Debtors require Mr. Weiss with the assistance of Force 10 to:
a. manage the affairs of the Debtors;
b. assist with debtor-in-possession and/or replacement
financing, including adequate protection analyses;
c. solicit capital;
d. evaluate the sale of the assets of the Debtors, including
the allocation of value between the Debtor-owned parcels and the
non-debtor-owned parcels;
e. assist the Debtors regarding the marketing of their assets
and negotiating with bidders to maximize proceeds from the sale of
these assets;
f. assess the ability of the Debtors to reorganize their
affairs, including evaluation of the Debtor's operations; and
preparing supporting financial statements and pro-forma budgets
and/or projections;
g. evaluate and develop, if feasible, restructuring plans or
strategic alternatives for maximizing the value of the Debtors'
assets;
h. assist in formulating and preparing the Debtors' disclosure
statement and plan of reorganization, including creating financial
projections and supporting methodology, key assumptions and
rationale;
i. assist the Debtors and their insolvency legal counsel in
preparing, or responding to any competing, disclosure statements
and Chapter 11 plans;
j. use commercially reasonable efforts to attempt to implement
such plan(s) or alternative(s);
k. negotiate with the Debtors' creditors and responding to any
objections to the bankruptcy plan by claim holders, if and as
necessary;
l. if required, conduct, prepare and provide expert-witness
evaluations and opinions, declaration and reports, depositions and
in-court testimony with respect to the feasibility of the Debtors'
plan(s); and
m. render other services as would be performed by the
Responsible Individual in the Debtors' bankruptcy cases.
Force 10 professionals who will work on the Debtors' case and their
hourly rates are:
Brian Weiss $450
Patrick Lacy $325
Force 10 will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brian Weiss, founder of Force Ten Partners LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Force 10 may be reached at:
Brian Weiss
Force Ten Partners LLC
20341 Southwest Birch street, Suite 220
Newport Beach, CA 92660
Office: (949) 357-2368
Mobile: (949) 933-7011
Email: bweiss@force10partners.com
About Mayacamas Holdings LLC
Mayacamas Holdings LLC owns a ranch located on a hilltop ridgeline
above the town of Calistoga in Napa, California, known as Mayacamas
Ranch. Mayacamas Ranch is Northern California's premier
exclusive-use group retreat center for companies, non-profit
groups, weddings, and families.
Mayacamas Holdings LLC and Profit Recovery Center LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Calif. Case Nos. 17-30326 and 17-30327) on April 7, 2017. David H.
Levy, manager, signed the petitions.
At the time of the filing, the Debtors estimated their assets and
debts at $1 million to $10 million.
Rimon P.C. serves as the Debtors' bankruptcy counsel.
MESA OIL: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Mesa Oil, Inc., as of June 8,
according to a court docket.
About Mesa Oil
Headquartered in Commerce City, Colorado, Mesa Oil, Inc., doing
business as Mesa Environmental -- http://www.mesaoil.com/--
collects and recycles used oil, and supplies burner fuel to the
asphalt paving industry. It offers blended fuel oil, BTU value
fuel, and specification fuel oil for asphalt hot mix plants. It
serves customers in Montana, Wyoming, Utah, Colorado, Arizona, New
Mexico, and Texas. Mesa Oil was founded in 1981. It is a fee
owner of a land and building located at 20 Lucero Road, Belen, New
Mexico 87002, valued at $1.02 million.
Mesa Oil previously sought bankruptcy protection (Bankr. D. Colo.
Case No. 10-33755) on Sept. 18, 2010.
Mesa Oil filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 17-14004) on May 2, 2017, listing $2.93 million in
total assets and $4.74 million in total liabilities. Lawrence
Meers, president, signed the petition.
Judge Elizabeth E. Brown presides over the case.
Jeffrey S. Brinen, Esq., at Kutner Brinen, P.C., serves as the
Debtor's counsel.
MICROVISION INC: Stockholders Elected Seven Directors
-----------------------------------------------------
At the annual meeting of stockholders of Microvision, Inc. held on
June 7, 2017, the stockholders:
(1) elected Robert Carlile, Yalon Farhi, Slade Gorton, Perry
Mulligan, Alexander Y. Tokman, Brian Turner and Thomas M.
Walker as directors;
(2) approved the proposed amendment to the 2013 MicroVision,
Inc. Incentive Plan;
(3) ratified the appointment of Moss Adams LLP as the Company's
independent registered public accounting firm for the fiscal
year ending Dec. 31, 2017;
(4) approved, on an advisory basis, the compensation of the
Company's named executive officers; and
(5) recommended, on an advisory basis, the yearly frequency with
which the Company should hold future advisory votes on the
compensation of the Company's named executed officers.
The Company's board of directors will consider the foregoing
stockholder recommendation.
About MicroVision
Redmond, Washington-based MicroVision, Inc., is developing its
PicoP(R) display technology that can be adopted by its customers to
create high-resolution miniature laser display and imaging modules.
This PicoP display technology incorporates the company's patented
expertise in two-dimensional Micro-Electrical Mechanical Systems
(MEMS), lasers, optics and electronics.
MicroVision reported a net loss of $16.47 million for the year
ended Dec. 31, 2016, compared to a net loss of $14.54 million for
the year ended Dec. 31, 2015. As of March 31, 2017, MicroVision
had $14.82 million in total assets, $12.67 million in total
liabilities and $2.15 million in total stockholders' equity.
Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has incurred losses
from operations and has an accumulated deficit, which raises
substantial doubt about its ability to continue as a going concern.
MRN HOMES: August 3 Plan and Disclosure Statement Hearing
---------------------------------------------------------
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia conditionally approved MRN Homes of
Georgia, LLC's amended disclosure statement explaining its amended
plan of reorganization, dated May 31, 2017.
July 14, 2017, is fixed as the last day for filing written
acceptances or rejections of the amended Plan.
August 3, 2017, is fixed for the hearing on final approval of the
conditionally approved Amended Disclosure Statement and for
confirmation of the Plan. Said hearing shall be held at 1:30 p.m.
in Courtroom 1403, U.S. Courthouse, 75 Ted Turner Drive, SW,
Atlanta, Georgia.
July 14, 2017, is fixed as the last day for filing and serving
written objections to the conditionally approved Amended Disclosure
Statement and confirmation of the Plan.
About MRN Homes of Georgia, LLC
MRN Homes of Georgia, LLC is a Georgia limited liability company
that is primarily in the business of residential roofing.
MRN Homes of Georgia, LLC filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
17-50831) on Jan. 17, 2017. The petition was signed by James W.
Hewatt, owner/managing member. The Debtor is represented by Will
B. Geer, Esq., at the Law Office of Will B. Geer, LLC. The case
is
assigned to Judge Wendy L. Hagenau. The Debtor estimated assets
at
$500,000 to $1 million and liabilities at $1 million to $10
million
at the time of the filing.
The Office of the U.S. Trustee on Feb. 23 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of MRN Homes of Georgia, LLC.
NEW SHILOH MISSIONARY: Unsecureds to Recoup 37% Over 5 Years
-------------------------------------------------------------
New Shiloh Missionary Baptist Church Inc. filed with the U.S.
Bankruptcy Court for the Northern District of Indiana a disclosure
statement in connection with their plan of reorganization, dated
June 2, 2017.
Class 3 under the Plan will receive a pro rata share of total
distributions over five years of no less than $12,000. Creditors
with allowed Class 3 claims will be paid their pro rata share of
quarterly payments of $600 beginning 15 days after the commencement
date. Based upon estimated total unsecured claims, unsecured
creditors will be paid approximately 37% of their claim.
The Church believes that it can achieve the results of the monthly
income projections presented in the Plan. Payments are to be made
from the Debtor's operations in accordance with the projections.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/innb16-21531-97.pdf
Counsel for the Debtor:
Shawn D. Cox
Gouveia & Associates
433 W. 84th Drive
Merrillville, IN 46410
Telephone:(219) 736-6020
Email: gm6020@aol.com
About New Shiloh Missionary
New Shiloh Missionary Baptist Church Inc. sought protection under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the Northern District of Indiana on June 2, 2016.
NEW WERNER: S&P Assigns 'B' CCR; Outlook Stable
-----------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
U.S.-based New Werner Holding Co., Inc. The outlook is stable.
At the same time, S&P assigned a 'B' issue-level rating to the
company's $265 million term loan. The recovery rating is '3',
indicating our expectation for meaningful (rounded estimate: 65%)
in the event of default. S&P also assigned a 'CCC+' issue-level
rating to the $265 million of senior unsecured notes. The recovery
rating is '6', indicating S&P's expectation for negligible recovery
(rounded estimate: 0%). Werner FinCo LP will be the issuer of both
the loan and the notes.
"The 'B' corporate credit rating assigned to Werner reflects its
ownership by a financial sponsor, high levels of debt (with
pro-forma debt to EBITDA of 6.5x), limited product diversity and
high level of customer concentration," said S&P Global Ratings
credit analyst Thomas O'Toole. Although S&P expects credit metrics
to improve over the next 12-24 months due to continued growth in
single family housing starts and relatively stable repair and
remodel markets, S&P anticipates that debt to EBTIDA will remain in
excess of 5x during this time.
The stable outlook reflects S&P's expectation that operating
performance at Werner will be supported by its stable end markets
and leading market position. S&P views Werner as the market leader
in its niche product segments and S&P expects it to continue to
increase in size through both organic and acquisitive growth during
the next 12 months. S&P expects debt leverage to improve during
this time but remain over 5x.
S&P is likely to lower the rating one notch if the financial
sponsor materially increases debt to finance a dividend or
acquisition, or the company's end markets experience a significant
decline in demand due to a disruption to the U.S. housing market,
or the company loses business from one of its primary customers
such that revenues decline by at least 10% or debt to EBTIDA
increases above 7x.
S&P could raise the rating if the company's sales and profitability
outperform S&P's base-case expectations. This could happen if the
company's growth initiatives in Europe develop faster than S&P
anticipates, market share increases and revenue grows at least 15%
and gross margins improve approximately 100 basis points in 2017.
If this happens, the company could be in a position for an upgrade
in 2018, assuming financial sponsor ownership is committed to
keeping debt leverage below 5x.
NEW YORK CRANE: Court Extends Plan Filing Deadline Through July 7
-----------------------------------------------------------------
Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern
District of New York entered an order extending the time during
which the only New York Crane & Equipment Corp. and its
debtor-affiliates may file a chapter 11 plan to July 7, 2017.
The Court held a hearing on June 5, 2017, on the Trustee Motion,
the Exclusivity Motion, and the Assumption Motion.
The Court said the Official Committee of Unsecured Creditors will
be permitted to file a proposed plan of reorganization and a
proposed disclosure statement by June 8, 2017 and June 14, 2017,
respectively.
The hearing on the Assumption Motion and the Trustee Motion is
adjourned to June 19, 2017 at 2:00 p.m.
Bernadette Panzella, P.C. and the Debtors are directed to file a
joint pre-trial order with respect to the Trustee Motion by June 9,
2017. The Debtors are also directed to file their monthly operating
reports for May 2017, on or before June 14.
The Debtors previously filed a motion, on December 23, 2016, to
extend the period during which only they may file a plan. In their
motion, the Debtors asked the Court to extend their exclusivity
periods for an additional 60 days.
The Debtors related that one of the reasons for the Chapter 11
filings had been the two wrongful death judgments totaling
approximately $96 million, which are subject to pending appeals.
The Debtors further related that the Court had entered an Order
vacating the automatic stay to allow the appeals to go forward.
The Debtors contended that, at the urging of the Court, they had
formulated a plan, around a worse-case scenario -- hopeful that the
Appellate Division will either vacate the judgments in whole or
part, or substantially reduce the damages awarded -- and
eventually, the Debtors have filed a Plan and accompanying Amended
Disclosure Statement which provide distributions under five likely
scenarios to emerge under the appeals.
Accordingly, even though the Creditors' Committee wanted to
eliminate exclusivity, the Debtors said that they intend to move
the Plan confirmation process forward to preserve the status quo as
they believed that the Plan documents will provide the mechanism to
satisfy creditors' claims once the appeals will be decided.
The Debtors told the Court that the Plan documents will be complex
submission which not only encompass five distinct Plan scenarios,
but also implicate the assets of the Debtors, multiple non-Debtor
"affiliates" and non-Debtor real estate companies. The Debtors
further told the Court that they remain receptive to amending their
Plan documents as it would be very likely that the Plan documents
will be supplemented to incorporate anticipated changes sought by,
among others, the Creditors' Committee, the insurance companies,
plus modifications to the so-called Confirmation Account
Stipulation based upon the Court's determination at the December
15, 2016 hearing.
About New York Crane
New York Crane & Equipment Corp., J.F. Lomma Inc. (De.), J.F. Lomma
Inc. (N.J.), and James F. Lomma filed Chapter 11 bankruptcy
petitions (Bankr. E.D.N.Y. Lead Case No. 16-40043) on Jan. 6,
2016.
The corporate Debtors operate crane, trucking and rigging companies
doing business in New York City and other parts of the country. The
petitions were signed by James F. Lomma as president. New York
Crane & Equipment disclosed total assets of $9.8 million and total
debts of $22.05 million. Judge Carla E. Craig presides over the
cases.
The Debtors have hired Goldberg Weprin Finkel Goldstein LLP as
their counsel; LaMonica Herbst & Maniscalco, LLP as special
counsel; Robert L. Friedbauer CPA PC as accountant; Marcum LLP as
financial advisor; and Pro Star Pilatus Center LLC as Broker in
relation to an Aircraft Remarketing Agreement.
James Lomma is the president and sole shareholder of the corporate
Debtors. The Debtors employ LaMonica Herbst & Maniscalco, LLP as
special litigation and conflicts counsel to James F. Lomma.
On February 12, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Togut, Segal & Segal LLP as its counsel.
On December 9, 2016, the Debtors filed an amended disclosure
statement, which explains their proposed Chapter 11 plan of
reorganization. The plan proposes to pay general unsecured
creditors in full.
NORTHEASTERN ILLINOIS UNIV: Moody's Cuts $32MM COPs to B3
---------------------------------------------------------
Moody's Investors Service has downgraded Northeastern Illinois
University's (NEIU) $32 million Certificates of Participation
(COPs) to B3 from B1. The outlook is negative. This concludes the
review for downgrade initiated on April 17, 2017.
The downgrade reflects NEIU's materially weakening liquidity as it
attempts to cope with the failure of the State of Illinois (Baa3
negative) to enact a full-year budget since fiscal 2015.
The B3 rating on the COPs reflects the unsecured nature of the
pledge with the weakening liquidity resulting in thinner available
funds. It incorporates a still unlikely but increasing risk of
termination of the purchase contract upon both non-appropriation
and non-availability of funds given the prolonged lack of a budget
and drain on liquidity.
The B3 favorably incorporates NEIU's market standing as a federally
designated Hispanic-Serving Institution (HSI) and open-system
University Financing System bonds (UFS) (not rated), broadening the
reserves and revenue available for payment of the COPs.
Rating Outlook
The negative outlook reflects the potential for further credit
deterioration given NEIU's exposure to ongoing potential delays and
reductions in state funding with limited alternative revenue growth
potential. Absent state funding, further deterioration of already
thin liquidity is highly likely.
Factors that Could Lead to an Upgrade
Significant and sustained growth in liquidity
Resumption of steady and consistent state support contributing to
improved operating performance
Factors that Could Lead to a Downgrade
Ongoing decline in directly paid state operating support or
"on-behalf" payments for pension and other post-retirement health
benefits
Inability to further adjust to changes in state funding
Further material declines in liquidity
Enrollment and net tuition revenue declines
Failure to appropriate funds for debt service
Legal Security
The Certificates of Participation (B3) are payable from both
state-appropriated funds and from budgeted legally available funds
of the university from sources other than state appropriations,
including tuition and fees. While the COPs typically benefit from
the breadth of revenue available to pay debt service, the lack of
state appropriations and tightened operating budget weakens this
structure. The COPs are payable from NEIU's broad budget and the
obligation to pay can be terminated in the event that it does not
receive sufficient state appropriations and the board determines
the university does not have other legally available funds.The UFS
bonds (unrated) are secured by the net revenues of the University
Facilities System, with mandatory student fees and tuition revenues
subject to the prior payment of operating and maintenance expenses
of the system and only to the extent necessary. There is a rate
covenant of 2.0 times coverage of maximum annual debt service and
an additional bonds test. There is no debt service reserve fund,
and any surplus revenue from the UFS system may be used to support
any lawful purpose.
Use of Proceeds
Not applicable
Obligor Profile
NEIU is a regional comprehensive public university with multiple
campuses in the Chicago metropolitan area. It is designated by the
US Department of Education as a Hispanic-Serving Institution. Fall
2016 headcount enrollment was approximately 9,500 students.
Methodology
The principal methodology used in this rating was Global Higher
Education published in November 2015.
NORTHERN ILLINOIS UNIV: Moody's Cuts AFS Rev. Bonds Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded Northern Illinois
University's (NIU) rating on Auxiliary Facilities System Revenue
Bonds (AFS) to Ba2 from Baa3 ($187 million outstanding) and the
Certificates of Participation (COPs) rating to Ba3 from Ba1 ($11
million outstanding). The outlook is negative. This concludes the
review for downgrade initiated on April 17, 2017.
The downgrades reflect NIU's materially weaker operations and
likelihood of weakening liquidity as the university attempts to
cope with the failure of the State of Illinois (Baa3 negative) to
enact a full-year budget since fiscal 2015.
The Ba2 rating on the AFS bonds reflects the secured interest in
revenues and still sufficient liquidity to address near-term
challenges posed by the state's ongoing budget impasse. The rating
also favorably incorporates NIU's position as one of Illinois'
larger regional public universities with diverse academic
offerings. Offsetting challenges include comparatively high
leverage and relatively modest financial reserves.
The Ba3 rating on the COPs reflects the unsecured nature of the
pledge with likely weakening of liquidity to result in thinner
available funds. It incorporates a still unlikely, but increasing
risk of termination of the purchase contract upon both
non-appropriation and non-availability of funds given the prolonged
lack of a state budget and drain on liquidity.
Rating Outlook
The negative outlook reflects the potential for further credit
deterioration given NIU's exposure to ongoing potential delays and
reductions in state funding with limited alternative revenue growth
potential. Absent state funding, deterioration of liquidity is
highly likely.
Factors that Could Lead to an Upgrade
Resumption of steady and consistent state support contributing to
improved operating performance
Significant and sustained growth in liquidity
Factors that Could Lead to a Downgrade
Ongoing decline in directly paid state operating support or
"on-behalf" payments for pension and other post-retirement health
benefits
Inability to further adjust to changes in state funding
Material declines in liquidity
Continued enrollment and net tuition revenue declines
For the COPs, failure to appropriate funds for debt service
Legal Security
The Auxiliary Facilities System Revenue Bonds are secured by a
pledge of and lien on Net Revenues of the Auxiliary System and
pledged fees. The Series 2010 and 2011 Bonds and subsequent parity
bonds are further payable from and secured by a pledge and lien on
pledged tuition (subject to prior payment of operating and
maintenance expenses of the system to the extent necessary). Net
revenues plus pledged fees and tuition must be equal at least 1.15
times maximum annual debt service (MADS). In fiscal 2016 pledged
revenues including net tuition revenue totaled $184 million,
providing a strong 10.7 times MADS coverage.The Series 2014
Certificates of Participation are payable from state appropriated
funds and budgeted legally available funds of the board. Legally
available funds include student tuition (subject to the prior
pledge to the Auxiliary Facilities System (AFS) Revenue bonds),
certain fees, certain investment income, and indirect cost
recoveries on grants and contracts. The board is required to
transfer pledged tuition to pay for the operating and maintenance
costs of the AFS if AFS revenues are insufficient, and these
expenses have a priority position over debt service for the COPs.
The COPs are unsecured, and the installment agreement can be
terminated in the absence of budgeted legally available funds,
resulting in a weaker security than the secured pledge provided to
AFS bonds.
Use of Proceeds. Not applicable
Obligor Profile
Northern Illinois University is a multi-campus public university
with its main campus in DeKalb, Illinois and three satellite
campuses which primarily serve graduate students. The university
has a broad array of undergraduate and graduate academic programs,
including concentrations in education, business, engineering,
health and human science, law and visual and performing arts. Fall
2016 total FTE enrollment was approximately 15,700 students.
Methodology
The principal methodology used in this rating was Global Higher
Education published in November 2015.
NORTHERN OIL: Bahram Akradi Outlines His Vision for the Company
---------------------------------------------------------------
Bahram Akradi, Northern Oil and Gas, Inc.'s second largest
shareholder, sent a letter to Richard Weber, chairman of the Board
of Directors of the Company on June 7, 2017, to provide Mr. Weber
and the shareholders with a clear vision for the Company going
forward and to summarize how he intends to help execute on a new
strategy as a member of the Board. Mr. Akradi, who previously
requested a seat on the Company's Board, believes the Company must
do the following:
* The Board must form a Strategy Committee charged with clearly
defining the Company's direction in the near, medium, and
long term. The plan needs to be detailed and executed upon
with accountability to management and the directors.
* The Company's goal should be to become the largest owner of
non-operating properties in the region. This will further
position the Company for large revenue growth in the future.
* To accomplish this goal, the Company first must unlock the
value of its current stock. This requires much more
transparency than the Board and management currently are
providing to the market, and the repeated articulation of a
clear vision to the market of the Company's strategy and its
future.
* The Company must re-align its capital structure to reduce its
leverage. By doing so, the Company will be in a position to
enter into the transactions necessary to realize the goal
stated above.
* The Company must divest from its non-core assets to further
increase its liquidity and its ability to deploy capital
strategically to non-operating properties and acreage swaps.
* Finally, the Company must execute on the transactions that
will make it the largest owner of non-operating properties in
the region. This will require hard work by the Company's
management and employees to leverage their superior knowledge
and experience in the industry and the region.
"By establishing and executing upon this vision, I believe the
Company's directors and management can dramatically increase value
for the Company's shareholders in the near and long term," Mr.
Akradi stated. As I have stated to you directly, as well as
publicly on many occasions, I am extremely optimistic about the
future of this Company, and as a director, I will be passionately
devoted to Northern Oil and Gas's success, and to maximizing value
for all of its shareholders."
As of June 7, 2017, Mr. Akradi beneficially owns 6,150,000 shares
of common stock, $0.001 par value, of Northern Oil and Gas, Inc.
representing 9.71 percent based on 63,327,589 shares of Common
Stock issued and outstanding as of May 1, 2017, as reported in the
Issuer's quarterly report on Form 10-Q filed on May 8, 2017 for the
quarterly period ended March 31, 2017.
Mr. Akradi is Chairman of the Board, president and chief executive
officer of Life Time Fitness, Inc. Life Time is a privately held,
comprehensive health and lifestyle company that offers a
personalized and scientific approach to long-term health and
wellness through its portfolio of distinctive resort-like
destinations, athletic events and health services. Life Time,
known as the "Healthy Way of Life Company," helps members achieve
their goals with the support of a team of dedicated professionals
and an array of proprietary health assessments.
Mr. Akradi has purchased the Subject Shares for aggregate
consideration (including brokerage commissions) of $20,587,139. He
also has sold shares of Common Stock for aggregate consideration
(including brokerage commissions) of $2,209,269.
A full-text copy of the regulatory filing is available at:
https://is.gd/STxnc0
About Northern Oil
Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an
exploration and production company with a core area of focus in the
Williston Basin Bakken and Three Forks play in North Dakota and
Montana.
Northern Oil reported a net loss of $293.5 million on $144.9
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $975.4 million on $275.05 million of
total revenues for the year ended Dec. 31, 2015. As of March 31,
2017, Northern Oil had $449.24 million in total assets, $919.33
million in total liabilities and a total stockholders' deficit of
$470.09 million.
* * *
As reported by the TCR on Sept. 1, 2016, S&P Global Ratings lowered
its corporate credit rating on U.S.-based oil and gas E&P company
Northern Oil and Gas Inc. to 'CCC' from 'CCC+'. The outlook is
negative. "The downgrade follows the announcement by the company
that it has retained financial advisors Tudor, Pickering, Holt &
Co. to help it review strategic alternatives," said S&P Global
Ratings credit analyst Brian Garcia. "We believe this increases
the likelihood the company could engage in a transaction we would
view as a distressed exchange, where holders of the company's
unsecured debt could receive less than the promised value," he
added. As reported by the TCR on March 24, 2016, Moody's Investors
Service downgraded Northern Oil and Gas, Inc's Corporate Family
Rating to Caa2 from B3, Probability of Default Rating to Caa2-PD
from B3-PD, and the ratings on its senior unsecured notes to Caa3
from Caa1. At the same time, Moody's lowered the Speculative Grade
Liquidity (SGL) rating to SGL-4 from SGL-3. This concludes the
ratings review commenced on Jan. 21, 2016. The ratings outlook is
negative.
"Weak oil and natural gas prices will diminish NOG's cash flows in
2017, when it no longer benefits from commodity price hedges,"
stated James Wilkins, a Moody's vice president. "Leverage will
increase sharply and credit metrics will deteriorate."
Northern Oil carries a 'Caa2' corporate family rating from Moody's
Investors Service.
NUVERRA ENVIRONMENTAL: DIP Financing Approved
---------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court
approved, on a final basis, Nuverra Environmental Solutions'
financing motion. As previously reported, "In an effort to
continue operations and preserve estate value, the Debtors secured
two complimentary credit facilities: the $31.5 million DIP
Revolving Facility from the lenders under the Existing Revolving
Credit Facility (the 'Existing Revolving Credit Facility Lenders')
and the $12.5 million DIP Term Facility from their Existing Term
Loan Lenders. Nuverra is the borrower under each of the DIP
Facilities, and each of the other Debtors (collectively, the
'Guarantors') guarantees the DIP Facilities. The Debtors expect
that, together, the DIP Facilities will provide them with the
liquidity they need to operate in chapter 11 and fund the expenses
of administering their cases. The DIP Term Facility is a senior
secured new money multiple-draw term loan facility that makes
available additional funding to the Debtors to fund operations in
accordance with a budget approved by the DIP Lenders (the
'Budget'). The Debtors may borrow up to $7.5 million under the DIP
Term Facility prior to entry of a Final Order."
About Nuverra Environmental Solutions
Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides
environmental solutions to customers focused on the development and
ongoing production of oil and natural gas from shale formations.
The Scottsdale, Arizona-based Company operates in shale basins
where customer exploration and production activities are
predominantly focused on shale and natural gas.
Nuverra Environmental Solutions and its affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1,
2017.
As of March 31, 2017, Nuverra had $342.6 million in total assets
and $534.5 million in total liabilities.
The Hon. Kevin J. Carey is the case judge.
Shearman & Sterling LLP serves as bankruptcy counsel to the
Debtors, with the engagement led by Fredric Sosnick, Esq., Sara
Coelho, Esq., and Stephen M. Blank, Esq.
Young Conaway Stargatt & Taylor, LLP and Shearman & Sterling LLP is
the Debtors' co-counsel. AP Services, LLC, is the Debtors'
restructuring advisor. Lazard Freres & Co. LLC and Lazard Middle
Market LLC is the investment banker. Prime Clerk LLC is the claims
and noticing agent.
On May 19, 2017, the U.S. Trustee appointed an official committee
of unsecured creditors. Kilpatrick Townsend & Stockton LLP is the
Committee's counsel, and Batuta Capital Advisors LLC is the
financial advisor.
OLYMPIA OFFICE: Unsecureds May Be Paid From Sale of Real Properties
-------------------------------------------------------------------
Olympia Office LLC and its affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of New York a second
amended joint disclosure statement dated May 31, 2017, referring to
the Debtors' second plan of reorganization dated May 30, 2017.
Holders of Class 2 General Unsecured Claims will receive payment,
without interest, no later than 12 months after the Effective Date,
from either (i) the surplus proceeds remaining from the sale or
sales of real properties after payment of the noteholder's fixed
claim amount; (ii) revenue generated from the real properties;
(iii) a refinance of the real properties; or (iv) capital
contributions from Class 3.
Class 3 - Member Interests is unimpaired. Consulting Solutions
Group LLC and Superior Note Solutions LLC will retain their
respective interests in and to the Debtors. Both Consulting
Solutions Group LLC and Superior Note Solutions LLC will not
receive any form of distributions from the real properties during
the liquidation period. Consulting Solutions Group LLC will
provide capital contributions in the sum of $250,000 during the
liquidation period to be used for actual and necessary cash needs
of the real properties. On the Effective Date, Consulting
Solutions Group LLC will deposit the sum of $50,000 into the
Confirmation Account as its initial payment applied against the
contribution. Since Dec. 23, 2016, through the date hereof, the
real properties have not had any shortfalls as previously projected
by the Debtors. Rather, the revenue generated by the real
properties has been sufficient to maintain the real properties with
a surplus of cash on hand in excess of $350,000. Accordingly, the
Debtors believe that the contribution is fair and appropriate.
The payments under the Second Amended Plan will be made from
various sources including (i) the Debtors' operations and cash
flow; (ii) the proceeds realized from the sale of the Real
Properties; and (iii) refinancing of some or all of the real
properties. Indeed, the noteholder will be paid interest only at
4.0% per annum during the liquidation period. This sum is in
addition to the noteholder's fixed claim amount.
A copy of the Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb16-74892-244.pdf
As reported by the Troubled Company Reporter on May 30, 2017, the
Debtors previously filed a plan which proposed to pay allowed Class
2 general unsecured claims in full, without interest, no later than
18 months after the effective date of the plan in the event that
the $6 million claim of Equity Funding, LLC, and its owner Centrum
Financial Services is disallowed by the court.
About Olympia Office
Olympia Office LLC, based in Cedarhurst, New York, filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 16-74892) on Oct. 20, 2016.
The petition was signed by Sung II Han, vice president. The Hon.
Alan S Trust presides over the case. In its petition, the Debtor
estimated $10 million to $50 million in both assets and
liabilities.
The affiliates of Olympia Office LLC: WA Portfolio LLC; Mariners
Portfolio LLC; and Seahawk Portfolio LLC filed separate Chapter 11
bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-75515, 16-75516
and 16-75517, respectively) on Nov. 28, 2016. At the time of
filing, each of the debtor-affiliates had $10 million to $50
million in estimated assets and $50 million to $100 million in
estimated liabilities.
The Debtors are represented by Jordan Pilevsky, Esq., at Lamonica
Herbst & Maniscalco LLP. The Debtors employ Mike Livingston and
Kiemle & Hagood Company as real estate broker.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.
OMINTO INC: DubLi.com Now Has Luxury Brands Page
------------------------------------------------
Ominto, Inc. has launched a new page on its DubLi.com website,
targeted at customers who enjoy shopping for luxury brands. The
Luxury Brands page offers DubLi.com customers easy access for
finding their favorite luxury brands while earning Cash Back from a
wide variety of stores.
When shopping through the Luxury Brands page, DubLi.com customers
can earn Cash Back at their favorite luxury stores and/or brands on
every purchase. Finding great deals is now easier than ever as
shoppers can stack specials, coupons and free shipping offers with
Cash Back to maximize savings. This gives customers the ability to
save significantly on luxury brands, without sacrificing style for
savings. Ominto's Founder and CEO, Michael Hansen, expressed his
thoughts on the new Luxury Brands page stating, "The addition of
this powerful new page, growing our list of beneficial new
features, is tailored to a new base of shoppers. Simplifying the
ease of access to luxury brands offers superior shopping and
savings opportunities for our customers who prefer this type of
shopping experience."
DubLi.com is designed to accommodate the interests of a wide
variety of shopping preferences and global cultures. The addition
of this new page is tailored to those shoppers with a taste for the
finer things who are, simultaneously, cost conscious. This new
feature lets high-end shoppers earn Cash Back when shopping at
luxury brands from affiliated stores such as Casadei, Diane Von
Furstenberg, GILT, Forzieri and more. Updates on the latest sales
and discounts are available via email sign-up so shoppers can be
the first to hear about the latest available special offers.
This new feature is one of several recently announced for
DubLi.com. In April, the new VIP Lounge launched, providing
members with multiple ways to save on hotel rooms, travel, flights,
local shopping, dining services, entertainment and leisure
activities - all from one convenient location. The new Luxury
Brands page is another avenue for making smart shopping easier. In
addition to discounts and savings offers, VIP Lounge members are
also entitled to earn an additional 2% Cash Back on purchases made
from the Luxury Brands page, increasing their savings. The Luxury
Brands page has launched exclusively in the US, Saudi Arabia,
Italy, and the UAE with rollout to other countries planned for the
future.
About DubLi.com
DubLi.com is an online shopping website that offers shoppers
discounts and Cash Back on their purchases. Shopping smarter is
easier than ever with additional discounts, deals, and memberships
for those looking to save more. The simple and personalized
shopping site allows shoppers to choose from over 12,000 stores in
10 languages, and multiple currencies making for a stress-free
shopping experience. Be smart, save more, shop DubLi.
About Ominto, Inc.
Ominto, Inc. is an global e-commerce company delivering value-based
shopping and travel deals through its primary shopping platform and
affiliated Partner Program websites. At DubLi.com or at Partner
sites powered by Ominto.com, consumers shop at their favorite
stores, save with the best coupons and deals, and earn Cash Back
with each purchase. The Ominto.com platform features thousands of
brand name stores and industry-leading travel companies from around
the world, providing Cash Back savings to consumers in more than
120 countries. Ominto's Partner Programs offer a white label
version of the Ominto.com shopping and travel platform to
businesses and non-profits, providing them with a professional,
reliable web presence that builds brand loyalty with their members,
customers or constituents while earning commission for the
organization and Cash Back for shoppers on each transaction. For
more information, please visit Ominto's corporate website
http://inc.ominto.com.
Ominto reported a net loss of $10.30 million for the year ended
Sept. 30, 2016, compared to a net loss of $11.69 million for the
year ended Sept. 30, 2015. As of March 31, 2017, Ominto had $68.62
million in total assets, $48.03 million in total liabilities and
$20.58 million in total stockholders' equity.
ON CALL FLAGGING: VSI Sales Tries to Block Disclosures Approval
---------------------------------------------------------------
Creditor VSI Sales, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Pennsylvania an objection to On Call
Flagging, Inc.'s disclosure statement dated May 3, 2017, and to the
Debtor's plan of reorganization dated May 3, 2017.
VSI Sales says that the Disclosure Statement must clearly and
succinctly inform the average creditor what it is going to get,
when it is going to get it, and what contingencies there are to
getting its distribution.
VSI Sales submits that there are certain areas of the Disclosure
Statement that, among other things, lack clarity, do not have
sufficient information and are confusing and fail to provide
"adequate information."
The Debtor has a significant relationship with Strongstown B & K
Enterprises, Inc., but the Disclosure Statement does not adequately
describe the relationship with that creditor. Strongstown B & K is
a general contractor who subcontracted work to the Debtor. VSI
Sales believes and avers that Strongstown B & K actually was
involved in the Debtor's performance of their contracts. VSI Sales
believes and therefore avers that Strongstown B & K controlled the
Debtor. The Debtor should disclose their relationship clearly so
that creditors can understand the debtor-creditor relationship
between them and if the relationship was at arms-length and whether
Strongstown B & K acted through the Debtor. This information is
essential and if their claims are valid and subject to equitable
subordination or subordination under 11 U.S.C Section 510. This
information is essential to determining if the Debtor is
appropriate to conduct the liquidation.
The Disclosure Statement, according to VSI Sales, does not
adequately delineate the Chapter 5 actions the Debtor is pursuing.
There is no analysis of the claims.
"This is a liquidating Plan. The Disclosure Statement does not
disclose why the Debtor presents the better way to effectuate the
liquidation than a Chapter 7 trustee. This issue may be a further
reason to understand how the Debtor operated pre-bankruptcy and how
efficiently it operated. This information may enable creditors to
consider a Chapter 7 trustee as a better method of liquidation,"
VSI Sales states.
A copy of the Objection is available at:
http://bankrupt.com/misc/pawb16-70758-169.pdf
VSI Sales is represented by:
Donald R. Calaiaro, Esq.
David Z. Valencik, Esq.
CALAIARO VALENCIK
428 Forbes Avenue, Suite 900
Pittsburgh, PA 15219
Tel: (412) 232-0930
Email: dcalaiaro@c-vlaw.com
dvalencik@c-vlaw.com
About On Call Flagging
On Call Flagging, Inc., based in Belsano, PA, filed a Chapter 11
petition (Bankr. M.D. Pa. Case No. 16-70758) on Nov. 2, 2016. The
petition was signed by Kathleen Jennings, president. The Debtor
estimated $1 million to $10 million in assets and liabilities.
Judge Jeffery A. Deller presides over the case.
James R. Walsh, at Spence Custer Saylor Wolfe & Rose, LLC, serves
as bankruptcy counsel to the Debtor.
No official committee of unsecured creditors has been appointed in
the case.
OTS CAPITAL: Plan Filing Deadline Extended Until Sept. 11
---------------------------------------------------------
Judge Lisa Ritchey Craig of the U.S. Bankruptcy Court for the
Northern District of Georgia extended OTS Capital Partners, LLC's
exclusive period to file a reorganization plan for 90 days through
and including Sept. 11, 2017, and the solicitation deadline is
extended through and including Oct. 11, 2017.
The Court also ordered that if an objection is filed within 21 days
after the entry of this order, the exclusivity period shall be
extended until the Court can schedule a hearing on the motion.
The Troubled Company Reporter previously reported that the Debtor
is still attempting to negotiate a plan with its major creditors,
as well as sell a second piece of unused property to further
reamortize its debt with its major creditor.
About OTS Capital Partners, LLC
OTS Capital Partners, LLC, based in 616 Elliott Rd., McDonough,
Georgia, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
16-70357) on Nov. 11, 2016. The petition was signed by Dan C.
Fort, authorized representative. The Debtor is represented by
William A. Rountree, Esq., Macey, Wilensky & Hennings, LLC. At
the
time of filing, the Debtor estimated $1 million to $10 million in
both assets and liabilities.
PAC RECYCLING: Court Conditionally Approves Disclosures
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon conditionally
approved PAC Recycling, LLC's disclosure statement in support of
its plan of reorganization, dated June 2, 2017.
The hearing on the disclosure statement and confirmation of the
plan will be held on July 7, 2017, at 1:30 p.m. in the US
Bankruptcy Court, Courtroom #6, 405 E 8th Ave, Eugene, OR 97401.
Written ballots accepting or rejecting the plan or amended plan
must be received by the proponent of the plan, Loren S. Scott, no
less than seven days before the hearing.
Objections to the proposed disclosure statement or plan must be in
writing and must be filed no less than seven days before the
hearing.
About PAC Recycling
PAC Recycling, LLC, based in Eugene, Ore., filed a Chapter 11
petition (Bankr. D. Ore. Case No. 17-60001) on January 2, 2017.
The petition was signed by Rodney M. Schultz, member.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. A list of the Debtor's two unsecured
creditors is available for free at
http://bankrupt.com/misc/orb17-60001.pdf
Judge Thomas M. Renn presides over the case. Loren S. Scott, Esq.
of The Scott Law Group serves as bankruptcy counsel.
On April 14, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan.
PADCO ENERGY: Unsecureds to Get $300K in 20 Quarterly Payments
--------------------------------------------------------------
Padco Energy Services, LLC, filed with the U.S. Bankruptcy Court
for the Western District of Louisiana a disclosure statement with
respect to their plan of reorganization, dated June 2, 2017.
The Debtor was started by Michael A. Carr, Jr. as an oilfield
construction company in 2007. Over the years, the company evolved
from a construction company to a miscellaneous equipment rental
company to a company that rents pressure control equipment. Michael
Carr is the sole member of the Debtor.
The Plan provides the following:
-- The Debtor will continue to rent its pressure control and
other equipment to oilfield customers and perform related jobs, in
order to generate income which will allow it to make payments under
this Plan.
-- Secured creditors will be paid over time.
-- Unsecured creditors will be paid a pro-rata portion of
$300,000 over five years.
-- Michael Carr will pay $75,000 in new value to buy back his
membership interest.
-- The Debtor will continue to manage its own affairs post
confirmation. Michael A. Carr, Jr. will continue to oversee all
operations as manager.
Class 10 under the Plan consists of the unsecured claimants. All
allowed unsecured claims will be paid a pro-rata portion of
quarterly payments until a total of $300,000 has been paid. The
quarterly payments will be in the amount of $15,000 per quarter for
20 quarters. Said payments shall not bear any interest. The first
quarterly payment will be due 30 days after the Effective Date.
Subsequent payments will be made on the first day of each quarter
thereafter. The payments will be completed in five years.
As of the Effective Date, the Debtor's property will be revested in
the Debtor free and clear of any claims, liens, mortgages,
ownership interests, or any other encumbrances, other than those
mortgages that shall continue as specified in the Plan.
In addition, the Debtor will retain and pursue causes of action
against Case Energy Services, LLC, and Jason Farnell for tort
claims, equipment rental services, overpayment and other causes of
action. The Debtor will also retain and pursue causes of action
against Select Energy Services, LLC, Signal Well Service, Ultra
Blend, and other parties who owe accounts receivable to the
Debtor.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/lawb16-51380-177.pdf
Counsel for the Debtor:
Tom St. Germain, Bar No. 24887
Weinstein & St. Germain, LLC
1414 NE Evangeline Thwy
Lafayette, LA 70501
Telephone: (337) 235-4001
Telecopier: (337) 235-4020
E-mail: tom@weinlaw.com
About Padco Energy Services, LLC
PADCO Pressure Control, L.L.C., based in Lafayette, LA, filed a
Chapter 11 petition (Bankr. W.D. La. Case No. 16-51381) on October
4, 2016. The Hon. Robert Summerhays presides over the case. Thomas
E. St. Germain, member of Weinsten & St. Germain, LLC, as
bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Michael Carr, chief executive officer.
No official committee of unsecured creditors has been appointed in
the case.
PADCO PRESSURE: $100K Payment for Unsecureds Over 5 Years
---------------------------------------------------------
Padco Pressure Control, LLC, filed with the U.S. Bankruptcy Court
for the Western District of Louisiana disclosure statement with
respect to its Chapter 11 plan, dated June 2, 2017.
Michael A. Carr, Jr. is the owner of 60% of the company and Jason
Farnell owns the other 40%.
The Plan's basic premises and concepts are the following:
-- Secure creditors will be paid overtime.
-- Unsecured creditors will be paid a pro-rata portion of
$100,000 over five years.
-- Michael Carr will pay $25,000 in new value to buy back his
membership interest.
-- The Debtor will continue to manage its own affairs post
confirmation. Michael A. Carr, Jr. will continue to oversee all
operations as manager.
Class 3 under the Plan consists of the general unsecured creditors.
All allowed unsecured claims will be paid a pro-rata portion of
quarterly payments until a total of $100,000 has been paid. The
quarterly payments will be in the amount of $5,000 per quarter for
20 quarters. Said payments shall not bear any interest. The first
quarterly payment will be due 30 days after the Effective Date.
Subsequent payments will be made on the first day of each quarter
thereafter. The payments will be completed in five years.
As of the Effective Date, the Debtor's property will be revested in
the Debtor free and clear of any claims, liens, mortgages,
ownership interests, or any other encumbrances, other than those
mortgages that shall continue as specified in the Plan.
In addition, the Debtor will retain and pursue causes of action
against Case Energy Services, LLC, and Jason Farnell for tort
claims, equipment rental services, overpayment and other causes of
action. The Debtor will also retain and pursue causes of action
other parties who owes accounts receivable to the Debtor.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/lawb16-51381-106.pdf
Counsel for the Debtor:
Tom St Germain, Esq.
Weinstein & St. Germain, LLC
1414 NE Evangeline Thwy
Lafayette, LA 70501
Telephone: (337) 235-4001
Telecopier: (337) 235-4020
E-mail: tom@weinlaw.com
About Padco Pressure Control, LLC
PADCO Pressure Control, L.L.C., based in Lafayette, LA, filed a
Chapter 11 petition (Bankr. W.D. La. Case No. 16-51381) on October
4, 2016. The Hon. Robert Summerhays presides over the case. Thomas
E. St. Germain, member of Weinsten & St. Germain, LLC, as
bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Michael Carr, chief executive officer.
No official committee of unsecured creditors has been appointed in
the case.
PITTSBURGH ATHLETIC: U.S. Trustee Forms 7-Member Committee
----------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 8
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Pittsburgh Athletic
Association.
The committee members are:
(1) Central Pension Fund of International
Union of Operating Engineers
Attn: Michael Healey
c/o Healey and Hornack, P.C.
247 Fort Pitt Boulevard, 4th Floor
Pittsburgh, PA 15222
Tel: (412) 391-7711
Fax: (412) 281-9509
E-mail: mike@unionlawyers.net
(2) National Retirement Fund
Attn: Claudia Davidson
6 Blackstone Valley Place, #501
Lincoln, RI 02865
Tel: (412) 391-7709
(3) Joseph Baverso
2825 McKelvey Road
Pittsburgh, PA 15221
Tel. (412) 731-4838
E-mail: jbaverso@gmail.com
(4) Balfurd, Inc.
P.O. Box 109, 2467 Park Avenue
Tipton, PA 16684
Tel: (814) 684-3710
Fax: (814) 684-3711
E-mail: shelley@balfurd.com
(5) Duquesne Light Company
Attn: Tara Pfeifer
411 Seventh Avenue
Pittsburgh, PA 15219
Tel: (412) 393-1498
E-mail: pfeifer@duqlight.com
(6) Jo-Mar Provisions
Attn: Ken Zvirman
42 18th Street
Pittsburgh, PA 15222
(7) Schindler Elevator Corporation
Attn: Alan Langevin
20 Whippany Road
Morristown, NJ 07960-4539
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 Pittsburgh Athletic
Pittsburgh Athletic is a private social club and athletic club in
Pittsburgh, Pennsylvania, USA. Its clubhouse is listed on the
National Register of Historic Places. Pittsburgh Athletic is a
nonprofit membership club chartered in 1908. It has run into
financial difficulties recently and had its liquor license
temporarily suspended for not paying Allegheny County drink taxes.
Affiliated debtors Pittsburgh Athletic Association (Bankr. W.D. Pa.
Case No. 17-22222) and Pittsburgh Athletic Association Land Company
(Bankr. W.D. Pa. Case No. 17-22223) filed for Chapter 11 bankruptcy
protection on May 30, 2017. The Debtors each estimated their
assets and liabilities at between $1 million and $10 million each.
The petitions were signed by James A. Sheehan, president.
Judge Jeffery A. Deller presides over the case.
Jordan S. Blask, Esq., at Tucker Arensberg, P.C., serves as the
Debtors' bankruptcy counsel. Gleason & Associates, P.C., is the
Debtors' financial advisor. Holliday Fenoglio Fowler, L.P., is the
Debtors' real estate professionals an advisors.
PREMIER DENTAL: Moody's Hikes CFR to B3 & Revises Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service upgraded Premier Dental Services, Inc's
(dba Western Dental) Corporate Family Rating to B3 from Caa1 and
Probability of Default rating to B3-PD from Caa1-PD. Moody's also
assigned a B3 rating to the proposed $25 million first lien
revolver and $305 million first lien term loan B. Concurrently, the
rating outlook was changed to stable from positive.
The upgrade of the CFR reflects the company's improved operating
performance and credit metrics. The new management team is growing
the higher margin orthodontics business, reducing bad debt via new
underwriting standards and lowering costs. Moody's expects that
debt to EBITDA will decline to below 5.5 times in the year ahead.
Furthermore, Moody's anticipate that the company will maintain an
adequate or better liquidity profile with positive annual free cash
flow.
Proceeds from the new term loan will be used to repay existing
debt, fund a tuck in acquisition and pay fees and expenses. The
acquisition consists of eight offices in California, with seven of
these offices exclusively focused on pediatric dentistry.
The following ratings of Premier Dental Services, Inc. were
upgraded:
Corporate Family Rating, to B3 from Caa1
Probability of Default Rating, to B3-PD from Caa1-PD
The following ratings were assigned
$25 million senior secured revolving credit facility due 2022 at
B3 (LGD 4)
$305 million senior secured term loan B due 2023 at B3 (LGD 4)
The following ratings will be withdrawn when the debt is repaid:
$20 million senior secured revolving credit facility due 2018 at
Caa1 (LGD 4)
$300 million senior secured term loan due 2018 at Caa1 (LGD 4)
The rating outlook is stable.
RATINGS RATIONALE
The B3 Corporate Family Rating reflects the company's small size,
high financial leverage, and considerable level of bad debt
expense. The company's debt to EBITDA pro forma for the refinancing
and acquisitions was 5.7 times at March 31, 2017. The rating also
reflects Western Dental's very high geographic concentration with
over 80% of revenue generated in California. However, the rating is
supported by the company's established market position, adequate
liquidity profile and improving operating margins and cash flow.
The stable rating outlook reflects Moody's expectations that the
company will remain relatively small and highly levered but that
earnings and cash flow metrics will continue to improve over the
next 12 to 18 months.
The rating could be upgraded if the company is able to materially
increase scale and geographic diversity while maintaining
disciplined financial policies. Moody's would also need to see
increasingly positive free cash flow and leverage sustained at or
below 4.5 times.
The rating could be downgraded if liquidity deteriorates or if free
cash flow is negative for a prolonged period. The ratings would
also be lowered if Moody's expects leverage to be sustained above 6
times.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Western Dental provides full service general, specialty and
orthodontic dentistry services and is the largest provider of
dentistry services in the State of California. The company directly
employs the majority of its dentists. The company is owned by New
Mountain Capital and generates revenues of around $570 million.
PRESCOTT VALLEY: 1.5% Recovery for Unsecured Creditors Under Plan
-----------------------------------------------------------------
Prescott Valley Events Center, LLC, J A Flats, Inc., and J A Flats
II, Inc., filed with the U.S. Bankruptcy Court for the District of
Arizona a disclosure statement in support of their chapter 11 plan
of reorganization, dated June 2, 2017.
Prescott Valley or PVEC is located on property owned by the
District, which leases the Center to the Debtor under the Center
Lease. The rental for the Center consists of $1 per year, plus
payment of all obligations due the IDA, as the issuer of the
Current Bonds in the aggregate principal amount of $35,000,000.
Upon termination of the Center Lease, fee title to the Center is to
revert to PVEC pursuant to the Reverter. PVEC is in default under
the Center Lease because required payments have not been made to
the Current Bondholders.
The Plan provides for the issuance of new bonds by the District in
the original principal amount of $16,000,000. The District will
transfer the New Bonds to PVEC as consideration for the acquisition
by the District of all of the Acquired Assets.
Current Bondholders shall receive, as full satisfaction of and
discharge for the Current Bonds and Current Bond Obligations,
consideration at a ratio of $457.14285714 for each $1,000 in
principal amount of the Current Bonds.
The Plan Payment Obligations shall be used to pay Administrative
Claims, Cure Claims and Unsecured Creditors as set forth in the
Plan. The Plan Payment Obligations are payable over a period of 20
years (or the term of the New Bond Obligations, whichever is
greater) from the Effective Date in semi-annual installments, with
the first installment to be paid on the Effective Date. The Town
shall acknowledge its obligation to fund the Plan Payment
Obligations by the execution by its authorized counsel of the
Confirmation Order.
The Debtors estimate the following recoveries for Creditors other
than the Bondholders:
(a) all PVEC Administrative Claims (including the DIP Loans) and
Cure claims anticipated to be approximately $2,606,274 in the
aggregate (as of October 31, 2017) will be paid in full in year
2037;
(b) all PVEC convenience class unsecured creditors will be paid
in full immediately after the Effective Date;
(c) PVEC Unsecured Creditors will be paid approximately 1.5% of
their claims based on pro rata distributions of the Plan Payment
Obligations available for the PVEC Unsecured Creditors;
(d) Flats administrative and Unsecured Creditors will be paid in
full on the Effective Date; and
(e) Flats II administrative creditors will be paid in full on
the Effective Date.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb3-15-10356-248.pdf
About Prescott Valley Events Center
Prescott Valley Events Center, LLC, was formed in 2005 to
construct
and operate a multi-purpose sports and entertainment arena known
as
the Prescott Valley Events Center in Prescott Valley, Arizona.
The
Center opened in 2006 and plays host to concerts, community
events,
trades shows, and sporting events, including several high school
championships. Until 2014, the Center served as the home of the
Arizona Sundogs (CHL) ice hockey team. The Center's seating
capacity is 6,200 for concerts, 4,810 for hockey, and 5,100 for
basketball.
The original members of PVEC were Prescott Valley Signature
Entertainment, LLC, and Global Entertainment Corporation, which
each owned 50 percent of the membership interests in PVEC.
PVEC sought Chapter 11 protection in Prescott, Arizona (Bankr.
D.Ariz. Case No. 15-10356) on Aug. 14, 2015. The case is assigned
to Judge Madeleine C. Wanslee.
The Debtor tapped Carolyn J. Johnsen, Esq., and William Novotny,
Esq., at Dickinson Wright PLLC, in Phoenix, as counsel.
The Debtor estimated $10 million to $50 million in assets and $50
million to $100 million in debt.
PRETTY GIRL: Chapter 11 Case Summary & Unsecured Creditors
----------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions on
June 9, 2017:
Debtor Case No.
------ --------
Pretty Girl of Fordham Road Corp. 17-11600
dba Pretty Girl
1407 Broadway, Suite 2300
New York, NY 10018
72 Fashion Corp. 17-11601
dba Pretty Girl
1407 Broadway, Suite 2300
New York, NY 10018
1168 Liberty Corp. 17-11602
dba Pretty Girl
1407 Broadway, Suite 2300
New York, NY 10018
Business Description: The Debtors operate retail stores under the
name "Pretty Girl" that sells fashionable
junior, missy, and plus-size clothing,
accessories, and footwear to price-conscious
women.
The Debtors are affiliates of Pretty Girl,
Inc., which sought Ch. 11 protection (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014.
The case was converted to one under Chapter
7 of the Bankruptcy Code on Dec. 23, 2014.
The Chapter 7 trustee of Pretty Girl's
bankruptcy estate has commenced an adversary
proceeding, LaMonica v. 72 Fashion Corp.,
Adv. Pro. No. 16-01150 (SHL), in which the
trustee alleges breach of contract and seeks
payment for goods that were allegedly sold
and delivered but unpaid for, which is
currently pending before the Bankruptcy
Court. Mr. Albert Nigri is the sole
shareholder of the Debtors.
The Debtors' assets consist of its
inventory, which secures its guaranty
obligation to repay indebtedness in the
amount of approximately $300,000 of Pretty
Girl to JPMorgan Chase, N.A. The
Indebtedness also is guaranteed by each
of the Stores, Fordham, and 1168 Liberty.
PGNY, Inc., a non-debtor affiliate wholly
owned by Mr. Nigri, also is a guarantor.
On or about March 10, 2017, the Marshal of
the City of New York served the Debtors
with a Notice of Execution informing them
that an execution against their personal
property had been issued as a result of a
judgment entered in favor of the City of
New York and against the Debtors in respect
of certain Environmental Control Board
violations in the case City of New York.
As of the commencement of the Debtors'
Chapter 11 cases, the Execution had not yet
been carried out and the Debtors' property,
therefore, has not been levied upon. The
Debtors commenced their Chapter 11 cases in
order to continue to operate their business
at their premises and to maintain, protect,
and preserve their property.
Chapter 11 Petition Date: June 9, 2017
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Sean H. Lane
Debtors' Counsel: Alice Pin-Lan Ko, Esq.
ROSEN & ASSOCIATES, P.C.
747 Third Avenue
New York, NY 10017
Tel: 212-223-1100
E-mail: ako@rosenpc.com
srosen@rosenpc.com
JPMorgan
Chase Bank, NA's
Attorneys: PLATZER, SWERGOLD, LEVINE,
GOLDBERG, KATZ & JASLOW, LLP
475 Park Avenue South
New York, NY 10016
Attn.: Clifford A. Katz, Esq.
City of
New York's
Attorneys: LEOPOLD, GROSS & SOMMERS, P.C.
16 Court Street, Ste. 1903
Brooklyn, NY 11241
Attn.: Paul R. Gross, Esq.
Assets Liabilities
---------- -----------
Pretty Girl of Fordham Greater Less Than
Than $500,000 $1,000,000
72 Fashion Corp. $143,932 $384,961
1168 Liberty Corp. $62,465 $271,117
The petitions were signed by Albert Nigri, president.
72 Fashion Corp.'s list of three unsecured creditors is available
for free at http://bankrupt.com/misc/nysb17-11601.pdf
1168 Liberty Corp.'s list of two unsecured creditors is available
for free at http://bankrupt.com/misc/nysb17-11602.pdf
PROJECT LEOPARD: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
a B2-PD probability of default rating to first time issuer Project
Leopard Holdings Inc., the debt issuing entity funding the
acquisition of the Kofax software business from Lexmark
International. Kofax is being acquired by private equity group
Thoma Bravo. Moody's also assigned a B2 rating to the company's
proposed first lien credit facilities. The ratings outlook is
stable.
RATINGS RATIONALE
The B2 Corporate Family Rating reflects Kofax's leading position in
the multi-channel capture and financial process automation software
markets, good liquidity and moderate leverage in comparison to
other leveraged buyouts. The ratings also reflect the challenges of
setting up standalone operations, recent operating disruptions and
revenue declines, and modest revenue growth prospects.
Moody's estimates pro forma closing leverage is approximately 5.5x
as of the last twelve month period ending March 31, 2017 (pro forma
leverage including unrealized and expected cost savings is
approximately 4.6x). Leverage is expected to decrease to 5x or
below over the next year as cost savings are realized. Despite
relatively low leverage in comparison to other enterprise software
buyouts, the company is smaller in scale and has experienced
high-single digit revenue declines since fiscal 2014. This is
partially offset by the strong cash flow generating prospects for
the standalone business and the progress the company has made
towards stabilizing license revenues while maintaining steady
levels of maintenance revenues.
The ratings could face downward pressure if revenues continue to
decline, if free cash flow to debt is not on track to get to 6%, or
if leverage is sustained over 5.5x. Though unlikely in the near
term while the transformation to a stand-alone business is
underway, ratings could be upgraded if revenues grow significantly,
leverage is expected to be sustained under 4.5x and free cash flow
to debt greater than 10%.
Liquidity is expected to be good based on $70 million of cash at
closing, access to a $60 million revolver (expected to be undrawn
at closing), and expectations of positive free cash flow over the
next twelve months.
Assignments:
Issuer: Project Leopard Holdings Inc.
-- Corporate Family Rating, Assigned B2
-- Probability of Default Rating, Assigned B2-PD
-- Senior Secured Bank Credit Facility, Assigned B2 (LGD4)
Outlook Actions:
-- Issuer: Project Leopard Holdings Inc.
-- Outlook, Assigned Stable
The principal methodology used in these ratings was Software
Industry published in December 2015.
Project Leopard Holdings Inc. is a leading provider of
multi-channel capture and business process management software. The
company had revenues of approximately $371 million in the last
twelve months ended March 31, 2017. Kofax is expected to spin off
from Lexmark International in June 2017, concurrent with being
acquired by private equity group Thoma Bravo.
PROJECTOOLS LLC: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on June 9 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of ProjecTools, LLC, and 4099
Highway 36 North, LLC.
About ProjecTools
ProjecTools, LLC and 4099 Highway 36 North, LLC filed for Chapter
11 bankruptcy protection (Bankr. S.D. Texas Case Nos. 16-35553 and
16-35555) on Nov. 1, 2016. The petitions were signed by Alwin G.
Morgan, managing member.
At the time of the filing, ProjecTools estimated assets and
liabilities of less than $1 million. 4099 Highway estimated $1
million to $10 million in both assets and liabilities.
Margaret McClure, Esq., at the Law Office of Margaret M. McClure
serves as ProjecTools' legal counsel. Angeline V. Kell, Esq., at
Womac Law, represents 4099 Highway as legal counsel.
On May 1, 2017, the Debtors filed a disclosure statement, which
explains their proposed Chapter 11 plan of reorganization.
PUERTO RICAN PARADE: Exclusive Plan Filing Extended to Sept. 8
--------------------------------------------------------------
The Hon. Carol A. Doyle of the Northern District of Illinois has
extended, at the behest of Puerto Rican Parade Committee of
Chicago, Inc., the Debtor's exclusive period for filing a Chapter
11 plan and obtaining acceptances of the plan by an additional 90
days through and including Sept. 8, 2017.
As reported by the Troubled Company Reporter on June 2, 2017, the
Debtor said that the main issue of this case is the real estate
commonly known as 1235, 1237 and 1241 North California, Chicago,
Illinois.
The 1237 property is a commercial building and the other two
others are parking lots. Since the filing of this case, the Debtor
has been discussing and planning regarding the sale of the building
and parking lots. However, the value of the properties combined is
believed to be substantially less than the amount due of the
mortgage by about $300,000, and this would make a sale not likely,
the Debtor states. The Debtor has ordered an appraisal in order to
confirm this valuation.
About Bach Law Offices
Puerto Rican Parade Committee of Chicago, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
17-03480) on Feb. 6, 2017. The petition was signed by Angel
Medina, president. The case is assigned to Judge Carol A. Doyle.
At the time of the filing, the Debtor estimated assets of less than
$1 million.
Paul M. Bach, Esq., and Penelope N. Bach, Esq., at the Bach Law
Offices, serve as the Debtor's bankruptcy counsel.
RADIOLOGY SUPPORT: Hires Servatius O'Brien & Fong as Accountant
---------------------------------------------------------------
Radiology Support Devices, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Servatius, O'Brien & Fong, LLP as accountant.
On February 24, 2017, the IRS filed its Proof of Claim asserting a
claim of $398,900.47. The Debtor submits that this amount is
incorrect because the basis of the claim is due to the fact that
the Debtor has not filed its 2016 returns. Thus, the Debtor needs
the help of an experienced CPA to prepare and file its 2016 tax
return, which will lower the Debtor's tax liability.
The Debtor requires SOF to prepare the Debtor's state and federal
tax returns for the 2016 year, and calculate the Debtor's net
operating loss carrybacks for the 2014 and 2015 tax years.
SOF will charge the Debtor a flat fee of $3,000.00, with $1,500.00
to be paid at the time of acceptance of the Retainer Agreement and
the remaining balance of $1,500.00 to be paid upon completion of
preparation of Debtor's tax returns.
John Servatius, CPA, managing partner of Servatius, O'Brien & Fong,
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.
SOF may be reached at:
John Servatius, CPA
Servatius, O'Brien & Fong, LLP
2377 Crenshaw Blvd., Suite 320
Torrance, CA 90501
Tel: (310) 539-9400
About Radiology Support Devices
Radiology Support Devices, Inc., sought protection under Chapter
11of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-12054) on
Feb. 21, 2017. The petition was signed by Matthew Alderson,
president. At the time of filing, the Debtor estimated $100,000 to
$500,000 in assets and $500,000 to $1 million in liabilities.
Weintraub & Selth, APC, is serving as bankruptcy counsel to the
Debtor, with the engagement led by Daniel Weintraub, Esq., James R.
Selth, Esq. and Elaine V. Nguyen, Esq. Bette Hiramatsu of
Hiramatsu and Associates, Inc., is the Debtor's financial
consultant.
RCS CAPITAL: Nicholas Schorsch, et al., Fight Creditors' Suit
-------------------------------------------------------------
Jeff Montgomery at Bankruptcy Law360 reports that Vice Chancellor
Sam Glasscock III filed a motion to dismiss the lawsuit accusing
Nicholas Schorsch and more than a dozen companies and individuals
of driving RCS Capital Corp. into bankruptcy.
The lawsuit relies on an unsupported "grand conspiracy," Law360
relates, citing Mr. Scorsch, et al.
According to Law360, Mr. Glasscock said that the lawsuit brought by
a litigation trust formed by unsecured creditors during the Chapter
11 last year wrongly branded as fiduciary breaches lawful actions
taken before the Debtor became public and assumed duties to
investors.
About RCS Capital
New York-based RCS Capital Corporation --
http://www.rcscapital.com/-- is a full-service investment firm
focused on the individual retail investor. With operating
subsidiaries primarily focused on retail advice and until the
completion of recently announced pending sales and divestiture of
its wholesale distribution and investment banking, the company's
business aims to capitalize, grow and maximize value for the
investment programs its distributes and the independent advisors
and clients it serves.
RCS Capital Corporation and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to
16-10234) on Jan. 31, 2016. The RCS Debtors' petitions were
signed by David Orlofsky as chief restructuring officer. The
Debtors disclosed total assets of $1.97 billion and total debts of
$1.39 billion. RCS Capital Corp. disclosed total assets of
$1,403,924,232 and total liabilities of $912,449,960.
RCS Capital's affiliates led by Cetera Advisor Networks Insurance
Services, LLC and Cetera Financial Group, Inc., filed separate
Chapter 11 petitions (Bankr. D. Del. Case Nos. 16-10730 to
16-10748) on March 26, 2016. The cases are jointly administered
under the Chapter 11 case of RCS Capital Corporation, Case No.
16-10223.
The RCS and Cetera Debtors have engaged Dechert LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP, as Delaware counsel,
Zolfo Cooper Management, LLC, as restructuring advisor, Lazard
Freres & Co. LLC as investment banker and Prime Clerk LLC as
administrative advisor and claims and noticing agent.
Cetera Advisor Networks Insurance Services, LLC, estimated under
$50,000 in assets and $500 million to $1 billion in debts. The
Cetera Debtors' petitions were signed by Carol Flaton, chief
restructuring officer.
RESTAURANT EL OBRERO: Plan Confirmation Hearing on June 21
----------------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico has conditionally approved Restaurant El
Obrero Inc.'s amended disclosure statement dated May 30, 2017,
referring to the Debtor's plan of reorganization.
A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan will be held
on June 21, 2017, at 9:00 a.m.
Any objection to the final approval of the Disclosure Statement and
the confirmation of the Plan must be filed on or before 14 days
prior to the hearing on confirmation of the Plan.
Acceptances or rejections of the Plan must be filed on or before 14
days prior to the date of the hearing on confirmation of the Plan.
About Restaurant El Obrero
Restaurant El Obrero Inc. filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 15-10208) on Dec. 23, 2015,
estimating its assets at between $100,001 and $500,000 and its
liabilities at between $500,001 and $1 million. Javier Vilarino,
Esq., at Vilarino & Associates LLC serves as the Debtor's
bankruptcy counsel.
REVOLUTION ALUMINUM: Hires Cook as Real Estate Appraiser
--------------------------------------------------------
Revolution Aluminum Propco, LLC seeks authorization from the U.S.
Bankruptcy Court for the Western District of Louisiana to employ
Cook, Moore and Associates as commercial real estate appraiser of
the Debtor.
The Debtor is the owner of certain real property located in
Pineville, Louisiana, which is the former location of the
International Paper Company industrial site.
The Debtor requires Cook to perform an appraisal on its property.
The Debtor will compensate Cook's D. Wesley Moore, II, MAI, CCIM
and Richard Rachal, MAI at $250 per hour, to a maximum of $15,000
(unless additional services are authorized).
A retainer of $10,000 is required upon engagement and the balance
of the fee is due upon electronic delivery of the appraisal.
D. Wesley Moore, II, MAI, CCIM, partner of Cook, Moore and
Associates, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Cook may be reached at:
D. Wesley Moore, II, MAI, CCIM
Cook, Moore and Associates
11616 Southfork Avenue, Suite 404
Baton Rouge, LA 70816
Phone: (225) 293-7006, ext. 10
Fax: (225) 293-7009
About Revolution Aluminum Propco
Revolution Aluminum Propco, LLC is a Louisiana company established
in 2015. It owns a real property comprised of approximately 1,400
acres in Pineville, Louisiana. The property, which is the
Company's sole asset, is an industrial park and the former site of
a paper mill.
Revolution Aluminum Propco is 100% owned by its parent company,
Revolution Aluminum LLC, and is managed by Roger Boggs.
Ryan & Associates, Inc., Engineered Products, Inc., and Tina J.
Hertzel filed an involuntary Chapter 11 case (Bankr. W.D. La., Case
No. 16-81024) against Revolution Aluminum Propco on Sept. 15, 2016.
The court entered an order officially placing the Debtor in
bankruptcy on Feb. 1, 2017.
The petitioning creditors are represented by Bradley L. Drell,
Esq., at Gold, Weems, Bruser, Sues & Rundell.
Steffes, Vingiello & McKenzie, LLC serves as the Debtor's
bankruptcy counsel. The Debtor hired Beau Box Real Estate as real
estate broker and manager.
On March 16, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Gold Weems Bruser Sues & Rundell, APLC, as counsel.
No trustee or examiner has been appointed.
REVSTONE INDUSTRIES: 3d. Cir. Affirms Approval of Chapter 11 Plan
-----------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit affirmed the
decision of the Bankruptcy Court, which approved Revstone
Industries, LLC's plan over Ascalon Enterprises, LLC's objection.
Revstone Industries, LLC, and associated entities proposed a
Chapter 11 plan approved by almost all creditors. The plan provides
for the eventual "sale of all or substantially all of the property
of the estate." Ascalon, Revstone's sole member, and a
non-creditor, filed a limited objection to the plan. According to
Ascalon, Revstone is not entitled to discharge certain debts, as
provided in Article X of the plan, because Revstone would "not
engage in business after consummation of the plan." The Bankruptcy
Court disagreed. It concluded that Revstone is entitled to
discharge because, after emerging from bankruptcy, Revstone will
continue to operate its business in substantially the same manner
as it did before filing for bankruptcy. The Bankruptcy Court
approved the plan over Ascalon's objection, and Ascalon timely
appealed. The District Court affirmed, and Ascalon timely appealed
again.
Appellate standing in bankruptcy is limited to "persons aggrieved"
by an order of the bankruptcy court. To be a person aggrieved, a
party must challenge an order that "diminishes their property,
increases their burdens, or impairs their rights."
In its reply brief, Ascalon argues that it has standing based on
the tax consequences of discharging certain liabilities under the
plan. According to Ascalon, it designated Revstone as an S
corporation, and thus any tax liability would pass from Revstone to
Ascalon. Ascalon claims that Revstone incurred millions of dollars
in unpaid federal and state taxes arising from asset sales during
bankruptcy. Subsequently, Ascalon elected to revoke Revstone's
pass-through status, ending Ascalon's liability for Revstone's tax
obligations.
According to the Third Circuit, Ascalon's explanation for its own
standing has also shifted throughout this litigation. More
fundamentally, however, Ascalon has failed to provide any support
for the proposition that the Bankruptcy Court's discharge
injunction permits the relevant authorities to assess Ascalon for
Revstone's tax liability, let alone demonstrate a "direct[] or
immediate[]" danger that a taxing authority will do so.
At oral argument, Ascalon acknowledged that it may fail the
persons-aggrieved test but argued for the first time that the Third
Circuit should abandon that standard. That argument is also
waived, the Third Circuit held. In any event, the persons-aggrieved
test is well established in our precedents, which we are bound to
follow, the Third Circuit concluded.
The Circuit Court, thus, affirms the Bankruptcy Court's decision as
Ascalon failed to carry its burden to establish appellate
standing.
A full-text copy of the Third Circuit's decision dated June 6,
2017, is available at https://is.gd/nRLEOc from Leagle.com.
Counsel for Appellant:
Sheldon S. Toll, Esq.
Northwestern Highway, Suite 100
Southfield, MI 48034
Email: sst@lawtoll.com
Counsel for Appellee:
Laura D. Jones
James E. O'Neill, III
Colin R. Robinson
Pachulski Stang Ziehl & Jones
919 North Market Street
P.O. Box 8705
17th Floor
Wilmington, DE 19801
-- and --
Alan J. Kornfeld
Pachulski Stang Ziehl & Jones
10100 Santa Monica Boulevard
13th Floor
Los Angeles, CA 90067
About Revstone Industries
Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon
oversees the case. Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone. In its petition, Revstone estimated under
$50 million in assets and debt.
Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.
Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.
Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.
Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts. US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.
The petitions were signed by George S. Homeister, chairman.
Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on July
22, 2013, to sell the bulk of its assets to industry rival Dayco
for $25 million. Following the sale, Metavation changed its name
to TPOP LLC.
Metavation tapped Pachulski as its counsel. Pachulski also
serves as counsel to Revstone and Spara. Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services. Stuart Maue is fee examiner.
Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.
Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.
* * *
Revstone Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and
US Tool & Engineering, LLC, on Dec. 10, 2014, filed with the
Bankruptcy Court a joint Chapter 11 plan and disclosure statement,
which incorporate the Bankruptcy Court-approved settlement between
the Debtors and each of their respective debtor and non-debtor
subsidiaries, except TPOP LLC fka Metavation, the Pension Benefit
Guaranty Corporation, the Official Committee of Unsecured
Creditors, and Boston Finance Group, LLC, and a separate
intercompany settlement among Revstone and Spara and each of their
respective debtor and non-debtor subsidiaries.
Under the Plan, Revstone's unsecured creditors with claims ranging
from $24.5 million to $41.5 million, the projected recovery is
7.2% to 12.2%. For unsecured creditors of affiliate Spara LLC, the
predicted recovery is about 4.2% to creditors with some $13
million in claims, while unsecured creditors of Greenwood Forgings
LLC and US Tool & Engineering LLC don't get anything.
The PBGC is projected for recovery of $77 million, although not
less than $75 million, after giving credit to money earmarked for
unsecured creditors.
Judge Shannon on Jan. 15, 2015, approved the disclosure statement
explaining the Chapter 11 Plan. Judge Shannon on March 23, 2015,
confirmed the Joint Chapter 11 Plan of Reorganization of Revstone
Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and US Tool
& Engineering, LLC, and the Chapter 11 plan of liquidation of TPOP,
LLC, f/k/a Metavation, LLC.
RIVER NORTH: Unsecureds to Recover 11% Under 2nd Amended Plan
-------------------------------------------------------------
River North 414 LLC filed with the U.S. Bankruptcy for the Northern
District of Illinois a disclosure statement for the Debtor's second
plan of reorganization, dated June 2, 2017.
This latest plan adds more information regarding the Class 2 and
Class 3 unsecured claims.
Class 2 - River North Unsecured Claims, in the amount of $103,000,
is impaired. Each holder of a Class 2 Claim will be paid its pro
rata share of 30% of the Annual Profit of the Reorganized Debtor
for each of the 2018-2021 fiscal years. Pursuant to the Debtor's
projections, the Debtor projects Holders of Class 2 Claims will
recover approximately 11% of their prepetition claim.
Class 3 - River North Insider Unsecured Claims, in the amount of
$1,350,000, is impaired. Each holder of a Class 3 Claim will be
paid its pro rata share of 30% of the Annual Profit of the
Reorganized Debtor for each of the 2018-2021 fiscal years. Pursuant
to the Debtor's projections, the Debtor projects that Holders of
Class 3 Claims will recover approximately 11% of their prepetition
claim.
River North has very few hard assets and liquidation of its
business would likely see Holders of Unsecured Claims recover
pennies on the dollar. Given River North's projections, Holders of
Unsecured Claims seek to recover far more if River North continues
to operate and make payments based on its Annual Profit. Further,
because River North will make payments to creditors based on its
Annual Profit, there is no chance that River North will default or
become insolvent simply because of the Plan payments. Accordingly,
the Plan is feasible.
The Debtor shall continue to exist after the Effective Date as a
separate corporate entity, in accordance with the laws of the State
of Illinois, and pursuant to its certificate of incorporation and
bylaws in effect prior to the Effective Date, except to the extent
such certificate of incorporation and by-laws require amendment
pursuant to the specific terms and conditions of this Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb16-17324-159.pdf
About River North 414
River North 414 LLC and Premium Themes, Inc., based in Chicago,
Illinois, sought Chapter 11 protection (Bankr. N.D Ill. Case Nos.
16-17324 and 16-17325) on May 24, 2016. The petitions were signed
by Jesse T. Boyle, authorized officer. The cases are assigned to
Judge Janet S. Baer. The Debtors are represented by Thomas R.
Fawkes, Esq., at Goldstein & McClintock. The Debtors estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities at the time of the filing.
RUE21 INC: Phillips Edison, et al., Object to Store Closing Sales
-----------------------------------------------------------------
BankruptcyData.com reported that Phillips Edison & Company,
Ramco-Gershenson Properties filed with the U.S. Bankruptcy Court an
objection to rue21's motion for entry of final order authorizing
the Debtors to assume the consulting agreement and approving
procedures for store closing sales. The objection asserts, "There
should be a finite period of time within which Debtors may conduct
the GOB Sales. The Motion sets for an approximate end-date. This
date should be firm. The GOB Sale should be conducted within the
normal operating hours of the mall or shopping center. The GOB Sale
should comply with the mall or shopping center regulations or
guidelines concerning security, maintenance, trash removal or any
other pertinent guidelines." Separately, multiple parties --
including Phillips Edison & Company, Ramco-Gershenson Properties;
ARC NPHUBOH001, Aronov Realty Management, Brixmor Property Group,
Centennial Real Estate Company -- filed with the U.S. Bankruptcy
Court separate objections to rue21's emergency financing motion.
Phillips Edison & Company, Ramco-Gershenson Properties asserts,
"Debtors' continuing use and occupancy of the Premises is critical
to Debtors' ongoing operations including store closing sales. The
use and occupancy of the Premises provides an actual, necessary,
and ongoing benefit to Debtors, and the Court should require
Debtors to pay Landlords Stub Rent. Authorizing use of the Premises
for the benefit of the DIP and Pre-Petition Secured Lenders without
payment of Stub Rent is not supported by applicable
law….Landlords should not be forced to bear the risk of
administrative insolvency, while all other parties in interest
benefit from the ongoing sales process."
About rue21
rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer. For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point. It has core brands
in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu). The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.
Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website. In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.
On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc.,
r services, llc, and rue services corporation filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case No. 17-22045). Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.
The Debtors have sought joint administration of the Chapter 11
cases. The Honorable Gregory L. Taddonio is the case judge.
The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.
rue21 estimated $1 billion to $10 billion in assets and
liabilities.
Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders,
Prepetition Term Loan Agent and Term Loan Steering Committee are
Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J.
Bresch, Esq., at Jones Day.
Counsel to the DIP ABL Agent and the Prepetition ABL Agent are
Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan
Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy
Palmer, Esq., at Buchanan Ingersoll & Rooney PC.
The Sponsor Lenders are represented by Simpson Thacher &
Bartlett's Elisha D. Graff, Esq.
An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 23, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors. The Committee has tapped Cooley LLP as
counsel; and Fox Rothschild LLP as local counsel.
S&H AUTO: Aug. 2 Amended Plan Disclosures Hearing
-------------------------------------------------
Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland will convene a hearing on August 2, 2017, at
10:00 a.m. to consider approval of S&H Auto Repair Corp.'s amended
disclosure statement in connection with its amended Chapter 11 plan
filed on May 25, 2017.
July 7, 2017, is fixed as the last day for filing and serving
written objections to the Amended Disclosure Statement.
About S&H Auto Repair Corp.
S&H Auto Repair Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-19613) on July 18,
2016.
Judge Wendelin I. Lipp presides over the case. The Debtor is
represented by David W. Kestner, Esq. No creditors' committee has
been appointed in the case.
A separate Chapter 11 petition was filed by S&H Auto Repair Corp.
(Bankr. D. Md. Case No. 16-20406) on August 3, 2016. Judge Lipp,
who also presided over this case, entered an order on Aug. 11
dismissing the case at the Debtor's request. A final decree
closing this case was entered on Nov. 23. No creditors' committee
has been appointed in the case.
SALLY CAPITAL: S&P Retains 'BB+' Rating on Sr. Unsecured Notes
--------------------------------------------------------------
S&P Global Ratings assigned its 'BBB-' issue-level rating to Sally
Holdings LLC and Sally Capital Inc.'s proposed $850 million term
loan B, consisting of a $250 million fixed-rate tranche and
$600 million floating-rate tranche. The company plans to use the
proceeds to redeem its $850 million 5.75% notes due 2022. Sally
Holdings and Sally Capital are financing subsidiaries of Sally
Beauty Holdings Inc. The recovery rating on the term loan is '1',
reflecting S&P's expectation for very high (90-100%; rounded
estimate: 95%) recovery in the event of default.
S&P revised its recovery rating on the company's senior unsecured
notes not redeemed (which includes the $200 million 5.50% notes due
2023 and $750 million 5.625% notes due 2025) to '4' from '3'. The
'4' recovery rating indicates S&P's expectation for average
recovery (30%-50%; rounded estimate: 30%). The 'BB+' issue-level
rating is unchanged. This leverage-neutral refinancing included an
extended maturity of its existing asset-based lending (ABL; not
rated) facility to 2022 from 2018.
All other ratings, including the 'BB+' corporate credit rating and
stable outlook on the company remain unchanged. Upon closing of
the transaction, S&P will withdraw its ratings on the existing $850
million senior notes due 2022.
The revised recovery rating reflects the higher priority on the
senior secured term loan, resulting in lower recovery prospects in
a payment default scenario. S&P has valued the company on a going
concern basis using a 6.0x multiple applied to its projected
emergence-level EBITDA of around $255 million.
Same-store sales decreased 2.0% in the quarter-ended March 31,
2017, and S&P Global Ratings' adjusted leverage remains marginally
below 3.0x for the latest 12 months. S&P expects Sally Beauty to
continue operating at this leverage as it continues its share
repurchases over the next year. Going forward, the company
continues to execute its restructuring plan to improve its
operating performance, optimize its pricing structure, and drive
traffic through marketing initiatives.
RECOVERY ANALYSIS
Key Analytical Factors
-- S&P's recovery analysis assumes that, in a hypothetical
bankruptcy scenario, the term loan B would take senior
priority and benefit primarily from the value S&P attributes
to the firm in its emergence scenario, excluding estimated
administrative expenses and other priority claims (primarily
ABL-related claims).
-- It is S&P's belief that, for the company to default, EBITDA
would need to decline significantly from recent results,
representing a steep decline in the company's revenue and
EBITDA caused by reduced consumer spending and increased
competitive pressure in a volatile economic environment
coupled with failed merchandising strategies and store
execution.
-- S&P has valued the company on a going concern basis using a
6x multiple applied to its projected emergence-level EBITDA,
a multiple ahead of other retail peers due to the company's
global market position as the largest beauty supply
retailer/distributor and strong exclusive label merchandise
offering.
Simulated Default Assumptions
-- Simulated year of default: 2022
-- EBITDA at emergence: $255 million
-- Implied enterprise value (EV) multiple: 6x
-- Estimated gross EV at emergence of about $1.53 billion
Simplified Waterfall
-- Net EV after 5% administrative costs: $1.46 billion
-- First-lien secured debt claims: $825 million
-- Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Senior unsecured debt claims: $981 million
-- Recovery expectations: 30%-40% (rounded estimate: 30%)
*All debts amounts include six months of prepetition interest.
RATINGS LIST
Sally Beauty Holdings Inc.
Corporate Credit Rating BB+/Stable/--
New Rating
Sally Holdings LLC
Sally Capital Inc.
Senior secured
$600 mil floating rate term loan B BBB-
Recovery rating 1(95%)
$250 mil fixed rate term loan B BBB-
Recovery rating 1(95%)
Rating Unchanged; Recovery Rating Revised
To From
Sally Holdings LLC
Sally Capital Inc.
Senior unsecured notes BB+ BB+
Recovery rating 4(30%) 3(60%)
SEASONS PARTNERS: Unsecureds to Get $250K in 5 Annual Installments
------------------------------------------------------------------
Seasons Partners LLC will set aside $250,000 to pay the claims of
its general unsecured creditors, according to the company's
proposed plan to exit Chapter 11 protection.
Under the proposed restructuring plan, creditors holding Class 6
general unsecured claims will receive payments in five equal annual
installments of $50,000.
Payments will commence on the "distribution date" and will continue
until the fifth anniversary of the effective date of the plan. The
remaining amounts will be discharged. Class 6 is impaired.
General unsecured claims are estimated at $5,046,963.88. Excluding
disputed claims and a deficiency from Class 3, the estimate is
$321,415.38.
Payments under the plan will be made from Seasons Partners' cash
flow and equity contributions. On the effective date, Windy City
Seasons, LLC will contribute $1.5 million in order to retain the
equity of the reorganized company, according to Seasons Partners'
disclosure statement filed on May 30 with the U.S. Bankruptcy Court
for the District of Arizona.
A copy of the disclosure statement is available for free at
http://bankrupt.com/misc/SeasonsPartners_DS053017.pdf
About Seasons Partners LLC
Seasons Partners LLC owns and manages an apartment complex in
Tucson, Arizona, that leases apartments primarily to students at
the University of Arizona.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 17-01746) on Feb. 27, 2017. The
petition was signed by Christian Pezzuto, manager of Seasons
Wetmore LLC.
At the time of the filing, the Debtor estimated its assets and
liabilities at $10 million to $50 million.
The case is assigned to Judge Brenda Moody Whinery. Gerald K.
Smith and John C. Smith Law Offices, PLLC, serve as the Debtor's
legal counsel. The Debtor hired Christopher Linscott as
accountant, Steven Cole as appraiser, and Greystar Management
Services, LP as consultant.
No official committee of unsecured creditors has been appointed in
the case.
SECURED ASSETS BELVEDERE: Plan Exclusivity Extended to June 15
--------------------------------------------------------------
The Hon. Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada has extended, at the behest of Secured Assets
Belvedere Tower, LLC, the Debtor's exclusive period to confirm a
Chapter 11 plan to 270 days from 180 days from the petition date,
or up to and including June 15, 2017.
About Secured Assets Belvedere Tower
Reno, Nevada-based Secured Assets Belvedere Tower, LLC, filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 16-51162) on Sept. 19,
2016. The petition was signed by Gregg Smith.
The Debtor, a single asset real estate company, disclosed total
assets at $20.4 million and total liabilities at $18.5 million.
Judge Gregg W. Zive presides over the case. The Debtor is
represented by Elizabeth A. High, Esq., and Cecilia Lee, Esq., at
Davis Graham & Stubbs LLP.
SEQUOIA VOTING: Unsecureds to Recoup 10% Under Liquidation Plan
---------------------------------------------------------------
Sequoia Voting Systems, Inc., filed with the U.S. Bankruptcy Court
for the District of Colorado a disclosure statement for its second
amended Chapter 11 plan, dated June 2, 2017, which provides for the
final liquidation of Sequoia and provides for subordination of
certain administrative expenses to allow for a dividend to
unsecured creditors.
Class 2 under the Plan consists of the general unsecured creditors.
Unsecured creditors will receive a pro-rata share of available cash
after funding reserve and convenience claims. Projected recovery
for this class is 10%. This class is impaired under the plan.
Until it is wound up and dissolved, Sequoia shall continue to exist
after the Effective Date for the limited purpose of liquidating the
assets and making Distributions in accordance with the Plan.
As soon as reasonably practicable after the Plan Administrator has
made final Distribution, the Plan Administrator shall, at the
expense of the Reserve, (a) dispose of the books, records and files
that have been delivered to or created by the Plan Administrator
and (b) file the required paperwork with the Office of the
Secretary of State for the State of Delaware to effectuate
dissolution of Sequoia. Upon the filing of the foregoing, Sequoia
shall be deemed dissolved for all purposes without the necessity
for any other or further actions to be taken by or on behalf of the
Sequoia or payments to be made in connection therewith.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/cob14-11360-153.pdf
SVS Holdings, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D. Colo. Case No. 10-24238) on June 8, 2010. On October 16, 2012,
the Court entered its Order converting the case to a Chapter 7
proceeding and appointed Tom H. Connolly as Chapter 7 Trustee.
With the approval of the Bankruptcy Court on February 11, 2014,
the
Trustee caused Sequoia Voting Systems, Inc., based in Louisville,
Colorado, to file its voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 14-11360) on Feb. 11, 2014. It listed total assets
of $547,583 and total liabilities of $3.38 million. The petition
was signed by Tom H. Connolly, president.
SIGNAL BAY: Issues Corrective Q2 2017 Results Press Release
-----------------------------------------------------------
Signal Bay, Inc., issued a press release to correct an error in the
press release issued on May 22, 2017. Revenues for the quarter
ended March 31, 2017 increased by 25% from $668,456 for the quarter
ended Dec. 31, 2016 to $832,723 for the quarter ended March 31,
2017, rather than 125% as previously reported.
Second Quarter Fiscal 2017 Financial Summary
* Signal Bay's Q2 2017 revenue up 25% from Q1 2017;
* Signal Bay's Q2 2017 revenue up 696% compared to Q2 2016;
* EVIO Labs testing division revenue increased 1,762% compared
to Q2 2016;
* Signal Bay's Q2 2017 gross margin up 279% from Q1 2017.
"These amazing results are a validation of our Compliance Science
scalable business model, as the consumer demand for clean cannabis
products tested by independent, accredited analytical labs
continues to exceed even our internal revenue projections,"
commented Signal Bay CEO William Waldrop. We continue to see
strong demand for our EVIO Labs analytical testing services in
Oregon and California, while we generated advisory services revenue
derived from preparing applications in both Pennsylvania and Texas
this past quarter."
Mr. Waldrop continued, "During the past six months, the company has
experienced tremendous growth. As we prepare our expansion of the
EVIO Labs division into California and across the country, we are
working to improve our operating margins. The integration of
recently purchased equipment in the upcoming quarter will reduce
our cost of revenue and improve operating margins. Most
importantly, new equipment will reduce our clients' turnaroundtime
which improves customer service while maintaining the accurate
testing results they have come to rely on."
A full-text copy of the press release is available for free at:
https://is.gd/4SwL5B
About Signal Bay
Signal Bay, Inc. (OTCQB: SGBY) provides advisory, management and
analytical testing services to the emerging legalized cannabis
industry.
Signal Bay reported a net loss of $2.55 million for the year ended
Sept. 30, 2016, following a net loss of $1.45 million for the year
ended Sept. 30, 2015.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, stating that the Company has negative working
capital, recurring losses from operations and likely needs
financing in order to meet its financial obligations. These
conditions raise significant doubt about the Company's ability to
continue as a going concern.
SIRIUS XM: Investment in Pandora No Impact on Moody's Ba3 CFR
-------------------------------------------------------------
Moody's Investors Service said Sirius XM Radio Inc.'s Ba3 Corporate
Family Rating (CFR), existing debt ratings and stable outlook are
not impacted by announcement that the company has entered into an
agreement to make a $480 million cash investment in Pandora Media,
Inc., a leading ad-supported online radio music streaming provider.
Headquartered in New York, NY, Sirius XM Radio Inc., is a
wholly-owned operating subsidiary of Sirius XM Holdings Inc., which
provides satellite radio services in the United States and Canada
through a fleet of five owned satellites.
SNAP INTERACTIVE: Chairman Holds 7.15% Equity Stake as of May 30
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Jason Katz disclosed that as of May 30, 2017, he
beneficially owns 480,366 shares of common stock of Snap
Interactive, Inc. representing 7.15 percent based on 6,715,437
shares of common stock outstanding on May 4, 2017, as disclosed in
the Company's quarterly report on Form 10-Q for the quarter ended
March 31, 2017. Judy Katz, the spouse of Jason Katz, also reported
beneficial ownership of 201,265 common shares as of that date.
On Jan. 5, 2017, Snap Interactive effected a 1-for-35 reverse stock
split of its issued and outstanding Common Stock. As a result of
the Reverse Stock Split, each issued and outstanding share of the
Company's Common Stock, and the per share exercise price of and
number of shares of Snap Interactive's Common Stock underlying its
outstanding stock options, was automatically proportionally
adjusted based on the 1-for-35 Reverse Stock Split ratio.
The amended Schedule 13D was filed to disclose a disposition of a
total of 467,038 shares of Common Stock of the Company previously
reported as being votable by Jason Katz. Pursuant to the terms of
the Escrow Agreement between the Company, Jason Katz, as
representative of the former stockholders of A.V.M. Software, Inc.,
and Corporate Stock Transfer, Inc., these shares were held in
escrow on behalf of the former stockholders of AVM to secure
indemnification obligations in connection with the consummation of
the transactions contemplated by that certain Agreement and Plan of
Merger, dated as of Sept. 13, 2016, by and between the Snap
Interactive, SAVM Acquisition Corporation (a wholly-owned
subsidiary of the Issuer that was merged into AVM), AVM, and Jason
Katz as the representative of the stockholders of AVM. While these
shares of Common Stock were held in escrow, Mr. Katz held sole
voting power over the shares of Common Stock.
On May 30, 2017, the Escrow Agreement was terminated and all of the
shares of Common Stock subject to the Escrow Agreement were
distributed to the former shareholders of AVM. Accordingly, Mr.
Katz no longer has voting power over those shares.
Jason Katz was the founder and chief executive officer of AVM. AVM
became a wholly-owned subsidiary of Snap Interactive on
Oct. 7, 2016, as a result of the Merger. In connection with the
closing of the Merger, Mr. Katz became the chairman of the Board of
directors, president and chief operating officer of the Company.
In connection with the Merger, the Reporting Persons received an
aggregate of 681,631 shares of Common Stock based on their
ownership of common stock of AVM at the time of the Merger,
including shares of Common Stock previously held in escrow to
secure indemnification obligations following the Merger.
A full-text copy of the regulatory filing is available at:
https://is.gd/tIKxwA
About Snap Interactive
Snap Interactive, Inc. -- http://www.snap-interactive.com/--
is an Internet software company. Under its registered trademarks,
the Company develops and operates computer software that enables
spontaneous global real time audio/video conversation via the
internet and operates a portfolio of dating applications.
On Oct. 7, 2016, Snap Interactive and its wholly owned subsidiary,
Snap Mobile Limited completed a business combination with
privately-held A.V.M. Software, Inc. and its wholly owned
subsidiaries, Paltalk Software Inc., Paltalk Holdings, Inc., Tiny
Acquisition Inc., Camshare, Inc. and Fire Talk LLC in accordance
with the terms of an Agreement and Plan of Merger, by and among
SNAP, SAVM Acquisition Corporation, SNAP's former wholly owned
subsidiary, AVM and Jason Katz, pursuant to which AVM merged with
and into SAVM Acquisition Corporation, with AVM surviving as a
wholly owned subsidiary of SNAP.
A.V.M Software, Inc. and Tiny Acquisition Inc. were formed under
the laws of the State of New York, and Snap Interactive, Inc.
Paltalk Software Inc., Paltalk Holdings, Inc., Camshare, Inc. and
Fire Talk LLC were formed under the laws of the State of Delaware.
Snap Mobile Limited is a United Kingdom corporation.
As of March 12, 2017, the Company had 57 employees. The Company
believes that its future success depends in part on its continued
ability to hire, assimilate and retain qualified personnel. The
Company attracts and retains employees by offering training, bonus
opportunities, competitive salaries and a comprehensive benefits
package.
Snap Interactive reported a net loss of $1.45 million on $20.98
million of total revenue for the year ended Dec. 31, 2016, compared
with a net loss of $265,926 on $20.12 million of total revenue for
the year ended Dec. 31, 2015. As of Dec. 31, 2016, Snap
Interactive had $27.52 million in total assets, $6.68 million in
total liabilities, and $20.84 million in total stockholders'
equity.
SOLARWORLD INDUSTRIES: Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Debtor: SolarWorld Industries Sachsen GmbH
111 a Bethelsdorfer Strasse
Freiberg 09599
Federal Republic of Germany
Business Description: SolarWorld is a global manufacturer and
supplier of solar power solutions with more
than 40 years of experience in solar
technology development and production. With
innovative high-power technology and a
strong brand, the Company holds a leading
role in the solar market's quality segment.
The Company is active around the world, in
all three market segments Residential,
Commercial and Utility.
Web site: http://www.solarworld.de
Foreign Proceeding: Bonn District Court 99 IN 79/17
Chapter 15 Petition Date: June 9, 2017
Chapter 15 Case No.: 17-48723
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Mark A. Randon
Foreign Representative: Mr. Holger Reetz
Foreign
Representative's
Counsel: Max J. Newman, Esq.
BUTZEL LONG
Stoneridge West
41000 Woodward Avenue
Bloomfield Hills, MI 48304
Tel: (248) 258-2907
E-mail: newman@butzel.com
Estimated Assets: Not Indicated
Estimated Debt: Not Indicated
The Debtor does not have a place of business or assets in the
United States, but there is an action or proceeding pending against
it in a federal or state court captioned Hemlock Semiconductor
Operations LLC v. SolarWorld Industries Sachsen GmbH, Eastern
District of Michigan Civil No. 1:13-cv-110.
The petition is available for free at:
http://bankrupt.com/misc/mieb17-48723.pdf
SOUTHERN ILLINOIS UNIV: Moody's Cuts HAFS Rev. Bond Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded Southern Illinois
University's (SIU) rating on Housing and Auxiliary Facilities
System (HAFS) Revenue Bonds to Ba2 from Baa2 ($209 million
outstanding) and the Certificates of Participation (COPs) rating to
B1 from Baa3 ($27 million outstanding). The outlook is negative.
This concludes the review for downgrade initiated on April 17,
2017.
The downgrades reflect SIU's weakening liquidity as it attempts to
cope with the failure of the State of Illinois (Baa3 negative) to
enact a full-year budget since fiscal 2015. SIU has material
reliance for operations on the state, including on-behalf payments
for employee benefits. Exacerbating the operating pressures are
year-over-year enrollment declines, with another decrease projected
for fall 2017. These factors have materially negatively impacted
operating performance, reducing cash flow and leading SIU to
consume its already modest liquidity.
The Ba2 rating on the HAFS bonds reflects on the system's healthy
cash flow and debt service coverage, and projected $46 million of
reserves at fiscal year-end 2017 in the closed system. Also
factored is SIU's sizeable operating scale as a multi-campus
comprehensive public university and modest debt burden.The B1
rating on the COPs reflects the unsecured nature of the pledge with
the weakening liquidity resulting in thinner available funds. It
incorporates a still remote but increasing risk of termination of
the purchase contract upon both non-appropriation and
non-availability of funds given the prolonged lack of a budget and
drain on liquidity.
Rating Outlook
The negative outlook reflects SIU's exposure to ongoing potential
reductions and delays in state funding with limited alternative
revenue growth potential with already thin liquidity and weakened
operations. Liquidity constraints and additional credit pressure
will become even more material by fall should the state not pass a
budget bill and provide immediate payment of funding to the
university.
Factors that Could Lead to an Upgrade
Substantial and sustained growth of liquid reserves
Resumption of steady and consistent state support
Stronger operating cash flow, demonstrating the ability to
withstand reduced reliance on state support
Factors that Could Lead to a Downgrade
Further weakening of liquidity
Ongoing decline in state appropriations, including on-behalf
payments for pension and other post-retirement obligations
For the COPs, failure to appropriate funds for debt service
Legal Security
The Housing and Auxiliary Facilities System (HAFS) Revenue Bonds
are secured by a pledge of and lien on the net revenues of the
auxiliary system, pledged tuition (equal to MADS), the bond and
interest sinking fund account, and the repair and replacement
reserve account. The auxiliary system includes housing, student
unions, recreation and fitness centers, other services on both
campuses and the parking facilities at SIUE. There is a rate
covenant requiring that the net revenues and pledged tuition equal
to 120% of MADS. Pledged revenues provided 2.3 times MADS coverage
for fiscal 2016. HAFS is a "closed" system, meaning that excess
revenues generated by the HAFS cannot be applied to debt service
for any other purpose. HAFS reserves remain favorable with over $71
million fund balance for June 30, 2016. SIU projects over 2 times
MADS coverage for fiscal 2017.The Certificates of Participation
(COPs) are unsecured but payable from legally available funds.
Legally available funds include student tuition (subordinate to the
pledge to HAFS and Medical Facilities System), certain fees,
allowable grants, and investment income. SIU established a
mandatory per credit hour facilities maintenance fee, and a portion
of those revenues pay part of the COPs debt service. The obligation
to pay the COPs can be terminated in the event that SIU does not
receive sufficient state appropriations and has no other legally
available funds. The board has covenanted to request funds
sufficient to pay debt service from the Illinois General Assembly
in its annual operating budget request, and to include in each
annual operating budget of the university an amount of legally
available non-appropriated funds that, when combined with state
appropriated funds, will be sufficient to cover debt service.
Use of Proceeds
Not applicable
Obligor Profile
Southern Illinois University is a large comprehensive university
with undergraduate programs in liberal arts, education, science,
business, agricultural sciences, communications, and engineering,
with graduate and professional degrees in areas including business,
law, pharmacy, medicine, dental and nursing. Fall 2016 total
headcount enrollment was over 30,000 across its flagship Carbondale
(SIUC) campus, Edwardsville (SIUE), and medical campuses with total
operating revenue over $1.0 billion.
Methodology
The principal methodology used in this rating was Global Higher
Education published in November 2015.
STERLING INTERMEDIATE: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term corporate credit
rating on New York-based Sterling Intermediate Corp. The outlook
remains stable.
S&P also affirmed its 'B' issue-level rating on the company's
proposed, upsized, and extended first-lien credit facilities issued
by Sterling Midco Holdings Inc., including the upsized revolver of
$85 million due in 2022 and term loan of $655 million (with $648
million outstanding) due in 2024 (including a $155 million add-on).
The '3' recovery rating is unchanged, indicating S&P's expectation
of meaningful (50%-70%; rounded estimate: 50%) recovery in the
event of a payment default.
S&P also affirmed its 'CCC+' issue-level ratingon the company's
second-lien term loan of $140 million. The recovery rating of '6'
remains unchanged, indicating S&P's expectation of negligible (0% -
10%, rounded estimate: 0%) recovery in the event of a payment
default. The issue-level and recovery rating on the second-lien
term loan will be withdrawn after the close of the proposed
transaction and the term loan is repaid in full.
All ratings are based on preliminary terms and subject to review of
final documentation.
"The affirmation reflects our expectation that the transaction will
be leverage neutral as we think the company will use the proposed
first-lien term loan add-on of $155 million to pay off the
second-lien term loan of $140 million and the revolver balance of
$10 million," said S&P Global Ratings credit analyst Suyun Qu.
The stable outlook reflects S&P's view that Sterling's operating
performance will be relatively stable over the next year as the
company continues to integrate the acquired businesses and migrates
its clients to a single platform with minimal disruptions and
client attrition. S&P expects the company's credit metrics will
gradually improve, with debt to EBITDA improving to the mid-6x area
in the next 12 months. S&P's stable outlook also incorporates its
view that the financial sponsor will not initiate shareholder
returns in the next 12–24 months.
S&P could lower its ratings if operating performance weakens such
that financial leverage is sustained above 7.5x. This could occur
if the TalentWise integration deviates from plan, and the company
does not achieve expected synergies, or if significant client
attrition occurs from the failure to successfully integrate the two
businesses. Operating performance could also weaken from
unexpected and sustained weaker employment conditions, a security
breach, or client attrition that causes EBITDA to decline by over
10%. S&P could also lower its ratings if the company's financial
policy becomes more aggressive such that debt-funded acquisitions
or dividends result in leverage sustained above 7.5x.
Although unlikely given the company's financial sponsor ownership,
S&P could raise its ratings on Sterling if financial leverage is
sustained at 5x. For this to occur, the financial sponsor would
need to reduce its ownership to below 40%, in S&P's view. For the
company to reduce leverage to below 5x, EBITDA would need to
increase by 40% or debt would need to decrease by approximately
$200 million, possibly as a result of greater-than-forecast growth
from new products or new client contracts. In addition, S&P would
need to view the financial sponsor as being supportive of the
company sustaining debt to EBITDA below 5x, without initiating
debt-funded shareholder returns.
STERLING MIDCO: Moody's Rates First Lien Credit Facility 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Sterling Midco
Holdings Inc.'s proposed amended and extended first lien credit
facility, consisting of an upsized $647 million first lien term
loan due 2024 (including a $155 million incremental term loan) and
an $85 million revolving credit facility due 2022. Concurrently,
Moody's affirmed the company's B2 Corporate Family Rating (CFR) and
B2-PD Probability of Default Rating (PDR), and changed the rating
outlook to stable from negative.
The stabilization of the rating outlook and affirmation of the B2
CFR considers Sterling's consistent organic topline growth and
lower integration risk following significant progress on the
TalentWise transaction since acquiring the business in early 2016.
Sterling has made progress reducing leverage and Moody's expects
debt-to-EBITDA and free cash flow to strengthen further over the
next 12-18 months, primarily from realizing remaining cost
synergies while maintaining good performance across its core
offerings and capitalizing on new customer wins. The stable outlook
also anticipates that Sterling will successfully execute gradual
migration of its customers onto the new platform with limited
service disruptions.
The rating assignments follow Sterling's announcement that it will
upsize its first lien term loan by $155 million and extend the
maturity of its term loan to 2024 from 2022. In addition, the
company will be extending its revolving credit facility to 2022
from 2020 and increasing the commitment by $15 million to $85
million. The proceeds from the proposed $155 million incremental
term loan will be used to retire the company's existing senior
secured second lien term loan due 2022 and repay outstanding
borrowings under the revolving credit facility. Moody's expects the
revolver to be undrawn at close of transaction.
The refinancing transaction is nearly debt-neutral but is modestly
credit positive because it will result in a $5 million reduction in
the annual cash interest burden and extend debt maturities.
However, given the elimination of the sizable amount of second lien
debt from Sterling's capital structure, the proposed first lien
credit facility is rated B2, one notch lower that the B1 rating on
the existing credit facilities. The B2 rating on the company's
proposed first lien credit facility reflects the elimination of the
loss--absorbing second lien debt that weakens the first lien
recovery prospects in the event of a default.
Moody's took to the following actions on Sterling Midco Holdings,
Inc.:
Ratings affirmed:
-- Corporate Family Rating, affirmed at B2
-- Probability of Default Rating, affirmed at B2-PD
Ratings assigned:
-- $85 million senior secured first lien revolving credit
facility due 2022, at B2 (LGD3)
-- $647 million senior secured first lien term loan due 2024, at
B2 (LGD3)
Ratings unchanged and will be withdrawn at close of transaction:
-- $70 million senior secured first lien revolving credit
facility due 2020, at B1 (LGD3)
-- $500 million senior secured first lien term loan due 2022, at
B1 (LGD3)
-- $120 million senior secured second lien term loan due 2023 at
Caa1 (LGD6)
-- $20 million senior secured second lien term loan due 2023 at
Caa1 (LGD6)
Rating outlook changed to stable from negative
All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation. The
instrument ratings are subject to change if the proposed capital
structure is modified.
RATINGS RATIONALE
Sterling's B2 CFR reflects the company's high financial leverage,
its modest scale in a fragmented and competitive industry with
narrow product focus and an aggressive financial policy. Moody's
estimates that Sterling's pro forma leverage, as measured by
Moody's adjusted debt-to-EBITDA for the twelve months ended March
31, 2017 was approximately 5.9 times and roughly 6.4 times when
additionally reducing EBITDA by capitalized cash outlays for
software development. Deleveraging will come from realization of
remaining synergies and cost savings, but will also rely on
continued substantial organic growth and positive free cash flow on
strong margins.
The rating is supported by Sterling's solid position in the
employment and background screening services market, history of
strong earnings growth and positive free cash flow generation as
well as a good track record of integrating acquisitions. These
factors support Moody's view that the company will be able to
reduce debt-to-EBTDA leverage (Moody's adjusted and expensing all
software development costs) below 6.0 times over the next 12-18
months. The rating also incorporates Moody's expectation that
Sterling will maintain good liquidity over the next 12 months
supported by an approximate $33 million pro forma cash balance,
projected free cash flow of roughly $20-$30 million over the next
12 months, and an undrawn $85 million revolver that collectively
provide good coverage of the $6.5 million of required term loan
amortization, as well as the covenant lite structure.
The ratings could be upgraded if Sterling reduces debt-to-EBITDA
leverage (Moody's adjusted and expensing all software development
costs) below 4.0 times and generates free cash flow to debt of at
least 8%, respectively, while maintaining good liquidity with
balanced financial policies.
The ratings could be downgraded if revenue growth slows,
profitability weakens or free cash flow remains low. The ratings
could also be downgraded if Moody's believes that the company is
unlikely to reduce and sustain debt-to-EBITDA (Moody's adjusted and
expensing all software development costs) below 6.0 times.
Sterling, through its operating subsidiary Sterling Infosystems,
Inc., provides pre- and post-employment verification services
including criminal background checks, credential verification and
employee drug testing. Sterling is majority-owned by affiliates of
private equity sponsor Broad Street Principal Investments (a
subsidiary of Goldman Sachs). Factoring in the full year results
for recent acquisitions, the company generated approximately $490
million of operating revenues during the last twelve month ended
March 31, 2017.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
STOP ALARMS: Hires Alexander Thompson as Accountants
----------------------------------------------------
Stop Alarms Holdings, Inc., et al., seek permission from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Alexander Thompson Arnold PLLC as public accountants to Debtors.
The Debtors require Alexander Thompson to:
a. assist the Debtors in preparing all documents required for
the 2016 and 2017 federal and state tax returns;
b. prepare the monthly operating reports;
c. assist with year-end adjusting journal entries and book
keeping assistance as requested; and
d. provision of any other service that may be required or
advisable as certified accountant to Debtors.
Alexander Thompson accountants who will work on the Debtors' cases
and their hourly rates are:
Terryl Viner $240-$288
Accountants $40-$144
Alexander Thompson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Terryl Viner, CPA, partner and member in the accounting firm of
Alexander Thompson Arnold PLLC, assured the Court that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.
Alexander Thompson may be reached at:
Terryl Viner, CPA
Alexander Thompson Arnold PLLC
5860 Ridgeway Center Parkway, Suite 250
Memphis, TN 38120
Tel: (901) 684-1170
Fax: (901) 684-1208
About Stop Alarms
Headquartered in Memphis, Tennessee, Stop Alarms --
http://www.stopalarmsystems.com/-- is a security company providing
security solutions for every aspect of security and life safety
across the residential and commercial marketplace. It provides
home security and automation via an Alarm.com enabled iPhone, iPad,
Android, and other mobile apps.
Stop Alarms Holdings, Inc. and affiliate Stop Alarms, Inc. filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No.
17-57661) on April 28, 2017. Patrick Massey, president, signed the
petitions.
David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as the
Debtors' bankruptcy counsel.
Stop Alarms Holdings estimated assets of less than $500,000 and
liabilities of $1 million to $10 million. SAI estimated assets of
less than $1 million and liabilities of $1 million to $10 million.
No trustee, examiner or creditors' committee has been appointed.
STRIDE ACADEMY: S&P Puts 'CCC-' Bonds Rating on Watch Developing
----------------------------------------------------------------
S&P Global Ratings placed on CreditWatch with developing
implications its 'CCC-' long-term rating on St. Cloud, Minn.'s
series 2016A and 2016B lease-revenue bonds, issued for STRIDE
Academy.
On June 2, 2017, STRIDE's authorizer Friends of Education issued a
letter indicating the possibility of a conditional extension of the
school's charter contract for the 2017-2018 school year, pending
the authorizer's approval of the school's improvement plan by June
16, 2017. If the plan is approved, Friends will provide by June
23, 2017 a proposed contract extension, which both parties must
execute by June 30.
"The CreditWatch Developing placement reflects our view that there
is at least a one-in-two likelihood that we could raise or lower
the rating within 90 days, depending on the outcome of the proposed
charter contract extension," said S&P Global Ratings credit analyst
Kaiti Wang. In a positive scenario, the rating could be raised if
STRIDE secures a one-year charter contract extension by June 30,
2017. Alternatively, the rating could be lowered if a contract is
not executed, and the school does not find a replacement tenant for
the lease or does not make advanced lease payments before closure
on June 30. A state closure clause relieves the academy of its
obligations once operations cease. S&P understands this closure
clause potentially prohibits the academy from making lease payments
beyond June 30, 2017.
STRIDE currently serves grades K-8 in one facility in St. Cloud. It
had 705 students in fall 2016, and is currently down to 645,
according to school officials.
The series 2016A and B lease-revenue bonds are secured by a pledge
of lease payments made to the STRIDE Academy Building Co. by Stride
Academy from state lease aid and net revenues.
SUNIVA INC: Probe on Influx of Foreign Solar Cell Imports Launched
------------------------------------------------------------------
Kyle Jahner, writing for Bankruptcy Law360, reports that the U.S.
notified the World Trade Organization that it has started probe on
whether an influx of foreign solar cell imports harmed U.S.
producers in response to Suniva, Inc.'s petition to the
International Trade Commission for massive tariffs on all U.S.
imports.
According to Law360, the notification states that "the petition
alleges that increasing imports have taken market share from
domestic producers and have led to bankruptcies, plant shutdowns,
layoffs, and a severe deterioration of the financial performance of
the domestic industry."
Law360 relates that the Debtor wants a 40 cent tax on all
non-U.S.-manufactured solar cells and a price floor of 78 cents per
panel under the WTO "safeguard" provision, which could roughly
double prices of the building blocks of solar projects to roughly
2013 levels after years of rapid moves toward competitiveness with
other utilities.
About Suniva, Inc.
Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. --
http://www.suniva.com/-- is a manufacturer of PV solar cells with
manufacturing facilities at its metro-Atlanta, Georgia headquarters
as well as in Saginaw, Michigan.
Impacted by Chinese manufacturers who are able to flood the U.S.
market for solar cells and modules with cheap imports, on April 7,
2017, Suniva, Inc., filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
17-10837).
The Hon. Kevin Gross is the case judge.
Kilpatrick, Townsend & Stockton LLP is serving as general counsel
to the Debtor. Potter Anderson & Corroon LLP is serving as
Delaware counsel, with the engagement led by Stephen R. McNeill,
Jeremy William Ryan. Garden City Group, LLC, is the claims and
noticing agent.
Suniva estimated $10 million to $50 million in assets and $100
million to $500 million in debt.
SWITCH LTD: S&P Assigns 'BB' CCR; Outlook Stable
------------------------------------------------
S&P Global Ratings assigned its 'BB' corporate credit rating to Las
Vegas-based Switch Ltd. The outlook is stable.
At the same time, S&P assigned a 'BBB-' issue-level rating and '1'
recovery rating to the company's proposed senior secured credit
facilities, which consist of a $450 million revolving credit
facility maturing in 2022 and a $500 million term loan maturing in
2024. The '1' recovery rating indicates S&P's expectation for very
high (90%-100%; rounded estimate: 95%) recovery for lenders in the
event of a payment default.
"The rating on Switch primarily reflects the company's high degree
of revenue and cash flow visibility provided by average contract
lengths between 3-5 years, annual price escalators, and dominant
position within its existing markets, which contribute to
industry-leading annual churn," said S&P Global Ratings credit
analyst Rose Askinazi.
The company's limited geographic diversity somewhat offsets these
factors, as the majority of its revenues come from the Las Vegas
market. S&P expects capital spending will remain elevated over the
next year to support continued data center expansion, resulting in
additional borrowings and adjusted net leverage in the mid- to
high-4x area in 2017.
The stable outlook reflects S&P's expectation that the company will
have adequate liquidity to fund growth initiatives over the next 12
months as it continues to invest in additional data center
capacity.
While unlikely over the next 12 months, S&P could lower the rating
if operating performance weakens due to competitive pressures or
overexpansion of data center capacity, causing pricing pressure, a
decline in utilization, or elevated churn, which results in margin
compression and a sustained increase in leverage above 5x.
While unlikely over the next 12 months, S&P could raise the rating
if leverage improves below 3.5x on a sustained basis with positive
FOCF. Alternatively, S&P could raise the rating over the longer
term if the company successfully increases its scale and improves
geographic diversity while managing churn and utilization near
current levels.
T.C. RENFROW: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee on June 9 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of T.C. Renfrow Land L.P.
T.C. Renfrow is represented by:
Alan Sanford Gerger, Esq.
The Gerber Law Firm PLLC
2211 Norfolk
Houston, TX 77098
Tel: 713-300-1430
Fax: 888-317-0281
Email: asgerger@gerglaw.com
About T.C. Renfrow Land L.P.
T.C. Renfrow Land L.P. holds the deed of trust on a land with house
located at 7633 Miller Road, #2, Houston, Texas, valued at $7.5
million. It separately holds the deed of trust on a land with
house located at 4035 SCR Road Rocksprings, Texas, with a current
value of $595,000.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Texas Case No. 17-33540) on June 5, 2017.
Timothy C. Renfrow, manager of ACR GP, LLC, signed the petition.
The case is assigned to Judge Marvin Isgur.
At the time of the filing, the Debtor disclosed $8.13 million in
assets and $3.9 million in liabilities.
TALLAHASSEE INDOOR: MacInnes Seeks Rejection of Plan, Disclosures
-----------------------------------------------------------------
Creditor Ray MacInnes filed with the U.S. Bankruptcy Court for the
Northern District of Florida an objection to the amended disclosure
statement and amended small business plan filed by Tallahassee
Indoor Shooting Range LLC.
MacInnes objects to the confirmation of this disclosure statement
and plan as it fails to adequately inform him as to how his claim
will be treated, fails to adequately inform him as how the numbers
were arrived at, has conflicting information, and pays the owners
more than they are currently making now.
Additionally, the disclosure has an entirely different treatment of
unsecured creditors than the small business plan, which only
purports to pay unsecured creditors 10% of their claim. If the plan
is approved, MacInnes claims that he will not be treated in the way
the disclosure states he will be.
Also, there is no support for paying the managers $5,200 per month.
The latest operating report, March of 2017, only shows a payroll
expense of $5,022.82. There is no discussion of whether or not this
payroll is to the managers or to other employees or if that payroll
is actually the distribution to the managers. Additionally, there
is no discussion as to why the three managers of an operation that
is losing almost $10,000 per month are entitled to that amount of
monthly distribution.
Overall, MacInnes complains that the plan is lacking in details
that show that the payments proposed by the Debtor are appropriate
or feasible. The debtor simply states that the source of the
payments will be "business revenue from the Debtor's principal
business operations."
Considering the cited reasons, MacInnes respectfully requests that
the Court reject the Disclosure Statement and not confirm the Small
Business Plan.
Counsel for Ray MacInnes:
Stephen B. Burch, Esq.
SMITH & ASSOCIATES
1499 S. Harbor City Blvd., Suite 202
Melbourne, FL 32901
Tel: 321-676-5555
Fax: 321-676-5558
Email: Stephen@Smithlawtlh.com
The Troubled Company Reporter previously reported that the Debtors
will pay the unsecured creditors the maximum sum of $50,000 payable
over five years in semi-annual payments to all the allowed claims.
The payment would be funded by the ongoing business operation of
the Debtor. No distributions to insiders would occur during the
five-year payout except for wages paid in the ordinary course of
business and as disclosed in the Disclosure Statement. In the event
the Debtor is unable to resolve the claim of MacInness and is
successful in opposing the claim of MacInness, then payment to all
other allowed unsecured claims would be a 100% dividend under the
Plan.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/flnb16-40407-59.pdf
About Tallahassee Indoor
Tallahassee Indoor Shooting Range LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
16-40407) on Aug. 26, 2016. The petition was signed by Robert W.
Kornegay Sr., managing member.
The Debtor is represented by Robert Bruner, Esq. The Debtor also
hired J. Stanley Chapman, Esq., at Equels Law Firm to represent
the Debtor in a lawsuit it filed against Blueprint 2000
Intergovernmental Agency in the Circuit Court of Leon County,
Florida.
At the time of the filing, the Debtor estimated assets of less
than
$50,000 and liabilities of less than $1 million.
On Feb. 17, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
TIDEWATER INC: Seeks OK of $950K Key Employee Retention Plan
------------------------------------------------------------
BankruptcyData.com reported that Tidewater Inc. filed with the U.S.
Bankruptcy Court a motion for entry of an order approving
non-insider retention payment for key employees. The motion
explains, "Prior to the commencement of these chapter 11 cases, the
Debtors, with the assistance of their advisors and input from the
board of directors (the 'Board'), designed and implemented a Key
Employee Retention Program (the 'KERP') for certain employees who
are not insiders. The KERP is consistent with industry standards,
addresses the acute risk of employee attrition, and eliminates
potential distractions that could adversely affect performance
during the Debtors' reorganization. As of the commencement of these
chapter 11 cases, there are 55 employees participating in the KERP.
By this Motion, the Debtors request authority to honor a KERP
payment totalling approximately $950,000 in the aggregate that,
absent commencement of these cases, would have been paid on June
15, 2017. If approved, each eligible employee will receive
approximately $17,300. The Debtors believe that requesting approval
of the KERP payment at this juncture of these chapter 11 cases is
well within their business judgment, is critical to maintaining and
appropriately incentivizing their work force, and will help promote
a successful reorganization consistent with the intent and purpose
of chapter 11." The Court scheduled a June 28, 2017 hearing on the
motion.
About Tidewater Inc.
Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded
international petroleum service company headquartered in New
Orleans, Louisiana, U.S. It operates a fleet of ships, providing
vessels and marine services to the offshore petroleum industry.
Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17,
2017. The petitions were signed by Bruce Lundstrom, executive vice
president, general counsel and secretary.
Tidewater, Inc. disclosed $4.31 billion in total assets and $2.34
billion in debt as of Dec. 31, 2016.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards,
Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as
corporate counsel; AlixPartners, LLP, as financial advisors;
Lazard Freres & Co. LLC, as investment banker; KPMG LLP, as
restructuring tax consultant; Deloitte & Touche LLP as auditor and
tax consultant; and Epiq Bankruptcy Solutions, LLC, as
administrative advisors, and claims and solicitation agent.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Tidewater Inc. as of May 31,
according to a court docket.
TRANSCARE CORP: Lynn Tilton to Testify About Failed Ambulance Co.
-----------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy,
reported that distressed investing executive, Lynn Tilton, will
testify about the demise of Transcare Corp., one of the companies
under Ms. Tilton's Patriarch Partners portfolio.
According to the report, Ms. Tilton will take questions about the
fate of Transcare, which shut down suddenly last year, leaving more
than 1,200 workers jobless, and many allegedly unpaid.
The Journal related that questions will come from bankruptcy
trustees, who have been issuing subpoenas and getting court orders
to fill in the gaps in the ambulance company's financial records.
More than a year after Transcare closed down, bank and tax records
were missing, court documents say, the report related.
The Journal further related that creditors, including the ambulance
workers who were allegedly handed rubber checks for their final
pay, and who have sued for damages over lost benefits, are entitled
to ask Ms. Tilton about Transcare's fate.
Patriarch Partners LLC's TransCare Corp. filed a Chapter 7 petition
(Bankr. S.D.N.Y. Case No. 16-10407) on Feb. 24, 2016, shutting down
operations in New York, Pennsylvania and Maryland. The Hon. Stuart
M. Bernstein is the case judge. The Chapter 7 trustee is Salvatore
LaMonica. Trustee tapped his own firm, LaMonica Herbst &
Manisalco, LLP, as counsel in the case. Lucy L. Thomson is the
patient care ombudsman.
The Trustee can be reached at
Salvatore LaMonica, Esq.
Partner
LAMONICA HERBST & MANISCALCO, LLP
Tel: (516) 826-6500
Fax: (516) 826-0222
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
E-mail: sl@lhmlawfirm.com
UNILIFE CORP: U.S. Trustee Objects to Protiviti Retention
---------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Unilife Corporation case filed with the U.S. Bankruptcy Court an
objection to the Company's motion to retain Protiviti as financial
advisor. The Trustee asserts, "Although Protiviti states that the
terms of its engagements with each 'Confidential Client' prohibit
the disclosure of the client's name, it has provided no specific
evidence that any of its clients implicated here have such an
agreement. But even if it could produce such evidence, Protiviti's
private contractual agreements do not and cannot supersede the
ethics and disclosure requirements of the Bankruptcy Code and
Rules. Client confidentiality is a common concern with other
professionals, including law firms which are also bound by the
duties of professional responsibility and confidentiality, yet
other professional firms routinely satisfy their disclosure
requirements." Separately, Amgen filed an objection to Unilife's
asset purchase agreement and motion for an order authorizing the
sale of substantially all of the Debtors' assets. Amgen asserts,
"Absent Amgen's consent or Amgen's receipt of sale proceeds in an
amount equal to the Note Obligations, the Debtors cannot satisfy
the requirement of section 363 (f) with regard to the Amgen Liens.
First, applicable non-bankruptcy law does not permit the sale of
the Amgen Collateral free and clear of the Amgen Liens absent
payment of the Note Obligations in full in cash. Second, Amgen
does not consent to the sale of the Amgen Collateral free and clear
of the Amgen liens. Third, the Amgen Collateral cannot be sold free
and clear of the Amgen Liens unless the Amgen Collateral is being
sold for net cash proceeds paid to Amgen equal to the Note
Obligations. Section 363(f)(3) requires that the sales price
exceed the face amount of all liens in order for the sale to be
free and clear of such liens."
About Unilife Corporation
Unilife Corporation -- http://www.unilife.com-- is a U.S.-based
developer and commercial supplier of injectable drug delivery
systems. Unilife has a portfolio of innovative, differentiated
products with a primary focus on wearable injectors. Products
within each platform are customizable to address specific customer,
drug and patient requirements.
Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 17-10805) on April 12, 2017. John Ryan, chief
executive officer, signed the petition. The Hon. Laurie Selber
Silverstein presides over the case.
Cozen O'Connor, Esq., serves as counsel to the Debtor.
The Debtor disclosed total assets of $82.98 million and total
liabilities of $201.0 million.
UNITED BANCSHARES: Late 10-K Shows $495K Net Loss in 2015
---------------------------------------------------------
United Bancshares, Inc., on June 9, 2017 filed with the Securities
and Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2015. The Company disclosed a net loss of $494,775
on $2.58 million of total interest income for the year ended Dec.
31, 2015, compared to a net loss of $343,067 on $2.93 million of
total interest income for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, United Bancshares had $58.98 million in total
assets, $56.30 million in total liabilities and $2.67 million in
total shareholders' equity.
"The Bank may not be able to meet the cash flow requirements of its
customers who may be either depositors wanting to withdraw funds or
borrowers needing assurance that sufficient funds will be available
to meet their credit needs. While the Bank actively manages its
liquidity position and is required to maintain minimum levels of
liquid assets, rapid loan growth or unexpected deposit attrition
may negatively impact the Bank's ability to meet its liquidity
requirements. The inability to increase deposits to fund asset
growth represents a potential liquidity risk. The Bank may need to
reduce earning asset growth through the reduction of current
production, sale of assets and/or the participating out of future
and current loans. This might reduce future earnings of the Bank,"
the Company stated in the report.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/KICzTQ
About United Bancshares
Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.
US STEEL: Court Sanctions Plan of Arrangement with Bedrock
----------------------------------------------------------
Stelco, the name under which U. S. Steel Canada Inc. carries on
business ("Stelco" or the "Company") on June 9, 2017, disclosed
that the Ontario Superior Court of Justice (the "Court") has
sanctioned its Plan of Compromise, Arrangement and Reorganization
(the "Plan") and transaction (the "Transaction") between the
Company, Bedrock Industries Group LLC ("Bedrock") and other key
stakeholders. The Company is now working towards closing the
transaction by June 30, 2017 and emerging from protection under the
Companies' Creditors Arrangement Act ("CCAA") at that time.
"We have diligently pursued the best possible outcome for almost
three years and I sincerely appreciate the constructive engagement
from many stakeholders," said Bill Aziz, Chief Restructuring
Officer, Stelco. "In particular, I would like to recognize the
sustained and focused efforts of Stelco's leadership team and
employees across the organization. Despite the uncertainty, the
Company's dedicated people kept moving the business forward to the
point that it is now poised to emerge as a strong, independent
Canadian steel producer."
Mr. Aziz concluded: "I would also like to recognize the significant
efforts from the Province of Ontario and Premier Kathleen Wynne,
Finance Minister Charles Sousa and the Premier's Business Advisor,
Ed Clark. The transaction with Bedrock simply would not have been
possible without the support from the Province."
"Today marks the turning of the page on a new chapter for Stelco,"
said Michael A. McQuade, President and General Manager of Stelco.
"I would like to thank all of our employees for their resilience
throughout this process and for their effort in creating the value
in our business that was such a critical factor in achieving this
successful outcome."
Mr. McQuade concluded: "Looking forward, this transaction with
Bedrock will allow Stelco to compete and succeed in the North
American steel market. While our industry continues to face a
variety of headwinds, Stelco is well positioned for a bright and
prosperous future."
Stelco has been operating under CCAA protection since being granted
an initial stay of proceedings in September of 2014. Ernst & Young
Inc., as the Court-appointed Monitor, continues to oversee the
business and financial affairs of the company during the CCAA
process. Current Court filings, including the Plan of Compromise,
Arrangement and Reorganization, Information Circular and
information regarding a Supplementary Claims Process and other
information relevant to the restructuring process is available on
its website at http://www.ey.com/ca/USSC.
Stelco will continue to provide updates as developments warrant.
About U.S. Steel Canada
U.S. Steel Canada (USSC) is an indirect, wholly-owned Canadian
subsidiary of United States Steel Corporation ("U.S. Steel"). U.S.
Steel is an integrated steel producer headquartered in Pittsburgh,
Pennsylvania, and is one of the largest steel producers in North
America and a significant global manufacturer. USSC was acquired by
U.S. Steel in October 2007.
USSC, also known as Stelco, operates from two principal facilities:
Lake Erie Works (the "Lake Erie Facility"), located on the shores
of Lake Erie near Nanticoke, Ontario, and Hamilton Works (the
"Hamilton Facility"), located in Hamilton, Ontario.
On Sept. 16, 2014, USSC applied for and was granted protection by
the Ontario Superior Court of Justice (Commercial List) (the
"Canadian Court") pursuant to the CCAA (the "CCAA Filing Date").
On Sept. 16, 2014, the Canadian Court entered an order (as amended
and restated, the "Initial Order") appointing Ernst & Young Inc. as
Monitor of the Debtor in the CCAA proceeding (the "Monitor").
The Debtor also retained Rothschild Inc. ("Rothschild") as its
financial advisor to provide restructuring advice to the Debtor
covering a range of matters including stakeholder analysis and
advice relating to the financial structure of the Debtor on
emergence from the CCAA Proceedings.
On June 2, 2017, USSC filed a Chapter 15 petition (Bankr. S.D.N.Y.
Case No. 17-11519) to seek recognition of its CCAA proceedings and
the CCAA acquisition and plan sponsor agreement (as amended, the
"Plan Sponsor Agreement") with Bedrock Industries L.P. Weil
Gotshal & Manges, LLP, is serving as counsel to the Debtor in the
Chapter 15 case.
McCarthy Tetrault LLP is the Debtor's Canadian counsel. Thornton
Grout Finnigan LLP is counsel to U.S. Steel Corp. Goldman Sloan
Nash & Haber LLP is counsel to Bedrock.
* * *
In December 2016, U.S. Steel executed a Plan Sponsor Agreement with
Bedrock Industries L.P., which will result in a transfer of
ownership of the Debtor to Bedrock effected through a CCAA plan of
compromise, arrangement, and reorganization. U.S. Steel is slated
to seek approval of the CCAA Plan that will effect the Bedrock
transaction and various settlements at the Sanction Hearing on June
9, 2017. The effective date of the Plan and the closing date of
the Bedrock transaction are scheduled to be June 30, 2017.
VILLAGE NEWS: Hires Rosenstein & Associates as Counsel
------------------------------------------------------
Village News, Inc., a California corporation, filed a second
application seeking authorization from the U.S. Bankruptcy Court
for the Central District of California to employ the Law Offices of
Rosenstein & Associates as counsel.
The Debtor requires Rosenstein & Associates to:
a. examine the claims of creditors in order to determine their
validity;
b. provide legal advice and counsel to the Debtor, which may
arise in connection with the Bankruptcy Estate;
c. defend any actions brought for relief from the automatic
stay;
d. determine special treatment and payment of pre-petition
obligations;
e. comply with the United States Trustee's reporting
requirements;
f. draft a Plan of Reorganization and Disclosure Statement;
g. object to claims as may be appropriate;
h. in general, act on behalf of the Debtor in any and all
bankruptcy law matters which may arise in the course of this
Bankruptcy Case; and
i. as necessary, defend or prosecute any matters related to
litigation before this Court or any other court of appropriate
jurisdiction.
Rosenstein & Associates will be paid at these hourly rates:
Robert B. Rosenstein $375
Associates $350
Paralegal $165
Prior to the filing of the petition, the Debtor paid Rosenstein &
Associates $1,7171 as the filing fee for the chapter 11 case, and
$5,783 as a retainer.
Robert B. Rosenstein, Esq., principal of the law firm of The Law
Offices of Rosenstein & Associates, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
Rosenstein & Associates may be reached at:
Robert B. Rosenstein, Esq.
Rosenstein & Associates
28600 Mercedes Street, Suite 100
Temecula, CA 92590
Tel: (951) 296-3888
Fax: (951) 296-3889
About Village News Inc.
Village News, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-12082) on March 17,
2017. The petition was signed by Julie Reeder, president. At the
time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1 million.
VITARGO GLOBAL: Court OKs Finance Pact With Premium Assignment
--------------------------------------------------------------
The Hon. Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California has authorized Vitargo Global
Sciences, Inc., to: (a) enter into the premium finance agreement;
(b) grant Premium Assignment Corporation or its successor or
assigns a first priority lien on and security interest in unearned
premiums; and (c) pay PAC or its successor or assigns all sums due
under the Agreement.
Without limitation, the liens, security interests and rights in
unearned premiums granted under the Agreement are senior to the
lien of any DIP Lender in the case and are senior to any claims
under 11U.S.C. Sections 503, 506(b) or 507(b).
If additional premiums become due to insurance companies under the
policies financed under the Agreement, the Debtor and PAC or its
successor or assigns are authorized to modify the Agreement as
necessary to pay the additional premiums without the necessity of
further hearing or order of the Court.
In the event PAC or its assigns fail to receive any payment due
under the Agreement within 15 days of the due date, the automatic
stay provided by 11 U.S.C. Section 362 will thereupon be terminated
without the necessity of a motion, further hearing or order of this
Court to permit PAC or its successor or assigns to exercise its
rights and remedies under the Agreement, including without
limitation the rights to: (a) cancel the financed insurance
policy(ies), and (b) collect and apply unearned premiums payable
under the financed policy(ies) to the balance owed under the
Agreement.
If the collection and application of unearned premiums is
insufficient to pay the balance owed under the Agreement, PAC or
its successor or assigns may within 21 days after the collection
and application of such unearned premiums file a proof of claim for
the unsatisfied amount of any indebtedness under the Agreement
notwithstanding the passage of any bar date for the filing of
proofs of claim.
The rights of PAC or its successor or assigns under the Agreement
are fully preserved and protected and will remain unimpaired by the
bankruptcy proceeding, and will remain in full force and effect,
notwithstanding the subsequent conversion of this proceeding to one
under Chapter 7 or any other provision of the U.S. Bankruptcy Code.
A copy of the court order is available at:
http://bankrupt.com/misc/cacb17-10988-150.pdf
As reported by the Troubled Company Reporter on May 25, 2017, the
Debtor sought permission from the Court to enter into premium
financing agreement and grant PAC or its successor or assignee a
first priority lien on and security interests in unearned premiums,
saying that it requires post-petition financing in order to pay its
business and liability insurance premiums. Prior to filing for
bankruptcy, the Debtor financed its insurance premiums through PAC,
and wishes to continue financing its insurance obligations through
PAC based on its business judgment and prior business dealings with
PAC, which has agreed to loan Debtor the total amount of $34,830 to
pay its insurance premiums.
About Vitargo Global Sciences
Vitargo Global Sciences, Inc., was initially formed as Vitargo
Global Sciences, LLC, in June 2013, a follow-along entity of GENr8,
Inc., a predecessor business to the Debtor. Conversion from LLC to
Inc. took place on September 2015. The Company's line of business
includes manufacturing dry, condensed, and evaporated dairy
products.
Vitargo Global Sciences previously filed a Chapter 12 bankruptcy
petition in in Texas Northern Bankruptcy Court on May 5, 1992 (N.D.
Tex. Case No. 92-42174).
Vitargo Global Sciences, based in Irvine, California, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10988) on March
15, 2017. The petition was signed by Anthony Almada, chief
executive officer. The Debtor estimated $1 million to $10 million
in both assets and liabilities.
Judge Theodor Albert presides over the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
is serving as the Debtor's bankruptcy counsel. Damian Moos, Esq.,
at Kang Spanos & Moos LLP, is the litigation counsel. Jeffrey
Bolender, Esq., at Bolender Law Firm PC, serves as the Debtor's
state court insurance coverage counsel.
On April 4, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Marshack Hays LLP, as general counsel.
W&T OFFSHORE: Franklin Advisors Has 23.7% Stake as of May 31
------------------------------------------------------------
Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson,
Jr. and Franklin Advisers, Inc. disclosed in an amended Schedule
13G filed with the Securities and Exchange Commission that as of
May 31, 2017, they beneficially own 32,643,605 shares of common
stock of W&T Offshore, Inc. representing 23.7 percent of the shares
outstanding. Charles B. Johnson and Rupert H. Johnson, Jr. each
own in excess of 10% of the outstanding common stock of FRI and are
the principal stockholders of FRI. A full-text copy of the
regulatory filing is available for free at:
https://is.gd/sPbEpk
About W&T Offshore
Based in Houston, Texas, W&T Offshore, Inc., is an independent oil
and natural gas producer, active in the exploration, development
and acquisition of oil and natural gas properties in the Gulf of
Mexico. In October 2015, the Company disposed of substantially all
of its onshore oil and natural gas interests with the sale of its
Yellow Rose field in the Permian Basin. The Company retained an
overriding royalty interest in the Yellow Rose field production.
W&T Offshore, Inc. is a Texas corporation originally organized as a
Nevada corporation in 1988, and successor by merger to W&T Oil
Properties, Inc., a Louisiana corporation organized in 1983. The
Company's interest in fields, leases, structures and equipment are
primarily owned by the parent company, W&T Offshore, Inc. and its
wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited
liability company.
As of March 31, 2017, W&T Offshore had $854.5 million in total
assets, $1.48 billion in total liabilities and a total
shareholders' deficit of $632.8 million. W&T Offshore reported a
net loss of $249.02 million in 2016, a net loss of $1.04 billion in
2015 and a net loss of $11.66 million in 2014.
* * *
As reported by the TCR on April 14, 2017, S&P Global Ratings
affirmed its 'CCC' corporate credit rating on U.S.-based oil and
gas exploration and production (E&P) company W&T Offshore Inc. The
rating outlook is negative. "The affirmations follow our review of
W&T's capital structure and credit profile in light of challenging
conditions in the offshore E&P industry," said S&P Global Ratings
credit analyst Kevin Kwok.
WALTON WESTPHALIA: Receives Forbearance from Senior Lender
----------------------------------------------------------
Walton Westphalia Development Corporation on June 9, 2017,
disclosed that its wholly-owned United States subsidiary and Walton
Westphalia Europe, LP, an affiliate of the Corporation and the
other co-owner of the Westphalia property have received written
confirmation of forbearance ("Forbearance") from their senior
lender (the "Senior Lender") under their senior loan (the "Senior
Loan"). The Senior Lender agreed, absent a change in
circumstances, to forbear until the current maturity date of June
30, 2017 from exercising its enforcement rights and remedies
relating to the appraisal-related default as set out in the default
notice that was announced by the Corporation on May 11, 2017.
The Corporation continues to work through solutions with the Senior
Lender to extend the Senior Loan beyond the maturity date on
mutually acceptable terms and is also assessing other options to
recapitalize the project.
The Corporation is managed by Walton Asset Management L.P. and the
development of the project is managed by Walton Development &
Management (USA), Inc., both of which are members of the Walton
Group of Companies.
The Walton Group of Companies ("Walton") -- http://www.walton.com/
-- is a multinational real estate investment, planning and
development group concentrating on the research, acquisition,
administration, planning and development of strategically located
land in major North American growth corridors.
Walton has been in business for over 35 years and takes a long-term
approach to land planning and development. Walton's
industry-leading expertise in real estate investment, land planning
and development uniquely positions Walton to responsibly transition
land into sustainable communities where people live, work and
play.
The Walton Group manages 21 active developments and administers or
manages over 108,000 acres of land in North America.
Its communities are comprehensively designed in collaboration with
local residents for the benefit of community stakeholders. Its
goal is to build communities that will stand the test of time:
hometowns for present and future generations.
WESTINGHOUSE ELECTRIC: Georgia Power Enters Into Vogtle Agreements
------------------------------------------------------------------
Georgia Power, the largest electric subsidiary of Southern Company,
on June 9, 2017, disclosed that it has entered into a new agreement
with Toshiba, the parent company of Vogtle contractor Westinghouse.
The agreement, approved by the U.S. Department of Energy, affirms
the value of Toshiba's guarantee at $3.68 billion -- providing
additional protections for Georgia electric customers following
Westinghouse's March bankruptcy. Additionally, Georgia Power and
Westinghouse have finalized a new service agreement which allows
for the transition of project management at the Vogtle expansion
from Westinghouse to Southern Nuclear and Georgia Power. The
service agreement is subject to approval of the Westinghouse Board
of Directors and certain other conditions, including bankruptcy
court approval. The project is co-owned by Georgia Power,
Oglethorpe Power, MEAG Power and Dalton Utilities.
"We are pleased with [Fri]day's positive developments with Toshiba
and Westinghouse that allow momentum to continue at the site while
we transition project management from Westinghouse to Southern
Nuclear and Georgia Power," said Paul Bowers, chairman, president
and CEO of Georgia Power. "We are continuing to work with the
project's Co-owners to complete our full-scale schedule and
cost-to-complete analysis and will work with the Georgia Public
Service Commission to determine the best path forward for our
customers."
"We are happy to have Toshiba's cooperation in connection with this
agreement which provides a strong foundation for the future of
these nuclear power plants," said Thomas A. Fanning, chairman,
president and CEO of Southern Company.
In addition to affirming the value of $3.68 billion in parent
guarantees from Toshiba, the new agreement also adds clarity on the
timing and form of payments for that obligation. Parent guarantees
were put in place to protect Georgia electric customers as part of
the original contract and the first payment under the new agreement
is due from Toshiba in October 2017.
The scope of the service agreement with Westinghouse includes
engineering, procurement and licensing support, as well as access
to Westinghouse intellectual property needed for the project. The
agreement will take effect after approval of the bankruptcy court
and rejection of the current engineering, procurement and
construction contract by Westinghouse. The interim assessment
agreement, which has allowed progress to continue on the
construction site, has been extended through June 22.
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March
29, 2017. The petitions were signed by AlixPartners' Lisa J.
Donahue, chief transition and development officer.
The Debtors listed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.
The Hon. Michael E. Wiles presides over the cases.
Gary T. Holtzer, Esq., Robert J. Lemons, Esq., Garrett A. Fail,
Esq., and David N. Griffiths, Esq., at Weil, Gotshal & Manges LLP,
serve as counsel to the Debtors. AlixPartners LLP serves as the
Debtors' financial advisor. The Debtors' investment banker is PJT
Partners Inc. Their claims and noticing agent is Kurtzman Carson
Consultants LLC.
Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.
The statutory unsecured claimholders committee formed in the case
tapped Proskauer Rose LLP as counsel, with the engagement led by
partner Martin J. Bienenstock, the chair of the firm's Business
Solutions, Governance, Restructuring & Bankruptcy Group; partner
Timothy Q. Karcher; and senior associate Vincent Indelicato.
WORLD TRIATHLON: CGI Acquisition No Impact on Moody's B2 CFR
------------------------------------------------------------
Moody's Investors Service said that World Triathlon Corporation's
(WTC) B2 corporate family rating (CFR) will not be impacted by the
company's acquisition of Competitor Group Holdings, Inc. ("CGI").
The acquisition was funded with equity from the Company's parent,
Dalian Wanda Group. To fund the working capital needs associated
with the CGI transaction, as well as repay its revolver borrowings,
WTC recently raised a $30 million fungible add-on to its existing
term loan B. Nearly $16 million of the $30 million will be
allocated to repayment of the revolving credit facility, which
improves WTC's liquidity. Overall, the transaction is credit
positive as modestly improves leverage, which Moody's estimates to
be 5.5x at year end 2017 and around 5x at year end 2018. Also, the
acquisition broadens WTC's business mix and has a positive impact
on liquidity. All other ratings including the company's stable
outlook are also unchanged.
CGI operates endurance sports events, focusing on running events
such as half and full length marathons. Being complementary to WTC,
Moody's expects WTC to extract meaningful cost synergies as a
result of the combination. With margins currently very modest, CGI
events should become more profitable as costs are rationalized and
WTC leverages its institutional knowledge to grow revenue. CGI will
significantly increase the scale of WTC and will drive annual
top-line growth.
WTC's B2 corporate family rating (CFR) reflects its predictable and
recurring revenue, strong brand loyalty and good free cash flow
generation due to its minimal capital requirements. Moody's also
expects WTC to benefit from the positive industry trend of higher
participation rates in triathlon, cycling and running races as it
expands by offering additional events around the world. These
strengths are offset by the company's small scale, low margins,
narrow business focus, lack of tangible assets, foreign currency
risk, reputation risks and high leverage.
WTC continues to expand globally and has potential to grow
significantly in China, facilitated by its equity sponsor Dalian
Wanda. Entry into the Chinese market represents an enormous
opportunity for WTC to grow its franchise. However, penetration
into China is in a nascent state and, therefore, Moody's does not
consider this opportunity in the current credit outlook. In
addition, the company's frequent acquisitions and large working
capital swings result in poor earnings quality and somewhat distort
the company's reported credit metrics.
Moody's could upgrade WTC's ratings if it maintains good liquidity,
continues to generate strong free cash flow and grows EBITDA or
reduces debt such that leverage is sustained below 4x (Moody's
adjusted). Moody's could lower WTC's ratings if leverage is
sustained above 5x (Moody's adjusted) for an extended period of
time or if free cash flow turns negative.
World Triathlon Corporation owns, operates and licenses triathlon
events under the IRONMAN brand. The company was established in 1978
and now hosts over 250 events worldwide, including over 100 half
and full IRONMAN competitions. WTC is owned by an affiliate of
Chinese conglomerate Dalian Wanda.
[*] Former Chief Judge in New Jersey Dies
-----------------------------------------
Abraham Moussako, writing for Bankruptcy Law360, reports that
former Chief Judge William H. Gindin, who sat on the U.S.
Bankruptcy Court in New Jersey from 1985 to 2004, has died.
According to a statement from Kathryn C. Ferguson, the court's
current chief judge, Mr. Gindin was 85, died on May 24, and is
survived by his wife and four children. An obituary that ran in
the Courier News states that he also is survived by eight
grandchildren and one great-grandchild.
[*] Marc Carmel Joins Longford Capital as Director
--------------------------------------------------
Longford Capital on June 12, 2017, disclosed that Marc J. Carmel,
accomplished bankruptcy attorney from Kirkland & Ellis and Paul
Hastings, has joined the firm as a Director. He will lead Longford
Capital's involvement in the bankruptcy and restructuring sector.
Mr. Carmel will assist with investment sourcing, due diligence, and
monitoring of portfolio investments.
Before joining Longford Capital, Mr. Carmel practiced law for 17
years. He led representations in restructurings and bankruptcies
involving companies throughout the country in varied industries
(including energy, entertainment, health care, manufacturing,
mining, real estate, retail, technology, and transportation). Mr.
Carmel has a broad range of experience, including representing his
corporate clients in numerous litigation matters in bankruptcy and
state and federal courts throughout the country and counseling
clients with respect to fiduciary duties of directors and officers,
contingency planning, distressed asset acquisitions, and all
aspects of financial and operational restructurings.
Mr. Carmel received his law degree from Harvard Law School after
receiving Bachelor of Business Administration and Masters of
Accounting degrees from the University of Michigan. Mr. Carmel is
also a Certified Public Accountant.
"We are very pleased to have Marc join us at Longford Capital.
Controversies arising in the bankruptcy context and with distressed
companies outside of court are particularly well-suited for
third-party funding. Marc will help us identify opportunities to
assist companies with pursuing meritorious legal claims while
navigating the challenges of bankruptcy and restructuring," stated
William P. Farrell, Jr., Co-Founder, Managing Director, and General
Counsel.
About Longford Capital
Longford Capital -- http://www.longfordcapital.com/-- is a private
investment company that provides capital to companies and leading
law firms involved in large-scale, commercial legal disputes.
Typically, Longford Capital funds attorneys' fees and other costs
necessary to pursue meritorious claims in return for a share of a
favorable settlement or award. The firm manages a diversified
portfolio and considers investments in subject matter areas where
it has developed considerable expertise, including,
business-to-business contract claims, antitrust and trade
regulation claims, intellectual property claims (including patent,
trademark, copyright, and trade secret), fiduciary duty claims,
fraud claims, claims in bankruptcy and liquidation, domestic and
international arbitrations, and a variety of others.
[*] Moody's: Global Spec.-Grade Default Rate Continues Dip in May
-----------------------------------------------------------------
Moody's global speculative-grade default rate fell to 3.3% for the
trailing 12-month period ended May 31, down from 3.7% in April, the
rating agency says in its latest global default report. Moody's
expects the rate to continue to decline this year and beyond, to
reach 2.5% by December and 2.2% by May 2018.
"With high-yield spreads tightening and unemployment at low levels,
Moody's expects the global default rate to trend lower over the
next 12 months," said Sharon Ou, a Moody's Vice President and
Senior Credit Officer. "The continued recovery in commodity sectors
should also help keep defaults low."
However, as the commodity sector's woes continue to recede, the
retail sector is taking over the spotlight, Ou says. In the US, 22
Moody's-rated retailers are currently rated Caa or lower, up from
19 in February, with department stores and specialty retailers
facing the most stress. Moody's expects the retail sector to have
the highest default rate in the US in the next 12 months, and to
have the second-highest rate in Europe, behind Media: Advertising,
Printing & Publishing.
In May, there were seven defaults among Moody's-rated
speculative-grade companies, including the bankruptcy filing of
rue21 inc., which marked the second default in the retail sector
this year. No new defaults were recorded in the commodity sectors
in May, although they remain the biggest contributor to the year's
tally so far, accounting for 11 of the 39 defaults.
Thus far in 2017, defaults have been concentrated in the US, where
23 companies have been unable to make their debt repayments, filed
for bankruptcy protection, or restructured debt via distressed
exchanges. Only nine companies have defaulted so far this year in
Europe. While the US speculative-grade default has fallen to 3.9%
in May from 4.7% in April, in Europe the comparable rate has held
steady at 2.5% for the past two months.
Meanwhile, in the leveraged loan market, in May Moody's recorded
defaults by five issuers, with three of these in the US. The
issuer-weighted US loan default rate declined to 1.5% in May from
2.1% in April.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ALSWF US 93.1 (50.1) (33.4)
ABSOLUTE SOFTWRE OU1 GR 93.1 (50.1) (33.4)
ABSOLUTE SOFTWRE ABT CN 93.1 (50.1) (33.4)
ABSOLUTE SOFTWRE ABT2EUR EU 93.1 (50.1) (33.4)
ADVANCEPIERRE FO APFH US 1,279.8 (281.1) 218.4
ADVANCEPIERRE FO APFHEUR EU 1,279.8 (281.1) 218.4
ADVANCEPIERRE FO 1AC GR 1,279.8 (281.1) 218.4
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
APPIAN CORP APPN US 96.5 (11.8) 12.9
APPIAN CORP 910 GR 96.5 (11.8) 12.9
ASPEN TECHNOLOGY AZPN US 244.0 (249.5) (280.2)
ASPEN TECHNOLOGY AST GR 244.0 (249.5) (280.2)
ASPEN TECHNOLOGY AST TH 244.0 (249.5) (280.2)
ASPEN TECHNOLOGY AZPNEUR EU 244.0 (249.5) (280.2)
AUTOZONE INC AZO US 8,902.6 (1,827.4) (291.5)
AUTOZONE INC AZ5 TH 8,902.6 (1,827.4) (291.5)
AUTOZONE INC AZ5 GR 8,902.6 (1,827.4) (291.5)
AUTOZONE INC AZOEUR EU 8,902.6 (1,827.4) (291.5)
AUTOZONE INC AZ5 QT 8,902.6 (1,827.4) (291.5)
AVID TECHNOLOGY AVID US 250.4 (268.9) (81.7)
AVID TECHNOLOGY AVD GR 250.4 (268.9) (81.7)
AVON - BDR AVON34 BZ 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP US 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP TH 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP* MM 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP GR 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP CI 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP1EUR EU 3,426.2 (358.2) 498.0
AXIM BIOTECHNOLO AXIM US 0.8 (2.9) (2.1)
BENEFITFOCUS INC BNFT US 172.0 (34.2) 18.2
BENEFITFOCUS INC BTF GR 172.0 (34.2) 18.2
BLUE BIRD CORP BLBD US 309.3 (82.2) 8.9
BOMBARDIER INC-B BBDBN MM 23,112.0 (3,555.0) 1,258.0
BOMBARDIER-B OLD BBDYB BB 23,112.0 (3,555.0) 1,258.0
BOMBARDIER-B W/I BBD/W CN 23,112.0 (3,555.0) 1,258.0
BONANZA CREEK EN BCEI US 1,135.2 (73.8) (160.1)
BONANZA CREEK EN B2CN GR 1,135.2 (73.8) (160.1)
BONANZA CREEK EN BCEI1EUR EU 1,135.2 (73.8) (160.1)
BRINKER INTL EAT US 1,403.1 (498.7) (289.1)
BRINKER INTL BKJ GR 1,403.1 (498.7) (289.1)
BRINKER INTL EAT2EUR EU 1,403.1 (498.7) (289.1)
BROOKFIELD REAL BRE CN 99.6 (33.1) 1.6
BUFFALO COAL COR BUC SJ 51.5 (21.4) (19.6)
BURLINGTON STORE BURL US 2,558.9 (40.9) (32.6)
BURLINGTON STORE BUI GR 2,558.9 (40.9) (32.6)
BURLINGTON STORE BURL* MM 2,558.9 (40.9) (32.6)
CADIZ INC CDZI US 62.0 (57.7) 7.1
CADIZ INC 2ZC GR 62.0 (57.7) 7.1
CAESARS ENTERTAI CZR US 14,812.0 (1,926.0) (3,266.0)
CAESARS ENTERTAI C08 GR 14,812.0 (1,926.0) (3,266.0)
CALIFORNIA RESOU CRC US 6,237.0 (447.0) (279.0)
CALIFORNIA RESOU 1CLB GR 6,237.0 (447.0) (279.0)
CALIFORNIA RESOU CRCEUR EU 6,237.0 (447.0) (279.0)
CALIFORNIA RESOU 1CL TH 6,237.0 (447.0) (279.0)
CALIFORNIA RESOU 1CLB QT 6,237.0 (447.0) (279.0)
CAMBIUM LEARNING ABCD US 124.3 (58.5) (69.7)
CAMPING WORLD-A CWH US 1,811.9 (2.9) 332.2
CAMPING WORLD-A C83 GR 1,811.9 (2.9) 332.2
CAMPING WORLD-A CWHEUR EU 1,811.9 (2.9) 332.2
CARDCONNECT CORP CCN US 168.8 (3.4) 21.3
CARDCONNECT CORP 55C GR 168.8 (3.4) 21.3
CARDCONNECT CORP CCNEUR EU 168.8 (3.4) 21.3
CASELLA WASTE WA3 GR 621.2 (23.2) 3.3
CASELLA WASTE CWST US 621.2 (23.2) 3.3
CEDAR FAIR LP FUN US 1,958.3 (47.6) (105.4)
CEDAR FAIR LP 7CF GR 1,958.3 (47.6) (105.4)
CHESAPEAKE ENERG CHK US 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CS1 GR 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CS1 TH 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CHK* MM 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CS1 QT 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CHKEUR EU 11,699.0 (1,203.0) (1,428.0)
CHOICE HOTELS CZH GR 904.1 (292.5) 68.8
CHOICE HOTELS CHH US 904.1 (292.5) 68.8
CINCINNATI BELL CBB US 1,474.0 (127.4) 9.3
CINCINNATI BELL CIB1 GR 1,474.0 (127.4) 9.3
CINCINNATI BELL CBBEUR EU 1,474.0 (127.4) 9.3
CLEAR CHANNEL-A C7C GR 5,386.4 (1,234.5) 339.9
CLEAR CHANNEL-A CCO US 5,386.4 (1,234.5) 339.9
CLIFFS NATURAL R CVA GR 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CVA TH 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CLF US 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CLF* MM 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CVA QT 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CLF2EUR EU 1,925.7 (703.0) 503.9
COGENT COMMUNICA CCOI US 732.7 (63.6) 248.6
COGENT COMMUNICA OGM1 GR 732.7 (63.6) 248.6
COLGATE-BDR COLG34 BZ 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CL US 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CPA GR 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CL SW 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CL* MM 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CLEUR EU 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CLCHF EU 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CL EU 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CPA TH 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CPA QT 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CLUSD SW 12,448.0 (5.0) 787.0
CPI CARD GROUP I PMTS CN 261.8 (101.9) 52.1
DELEK LOGISTICS D6L GR 413.6 (19.0) 8.6
DELEK LOGISTICS DKL US 413.6 (19.0) 8.6
DENNY'S CORP DE8 GR 308.2 (64.7) (45.5)
DENNY'S CORP DENN US 308.2 (64.7) (45.5)
DOMINO'S PIZZA EZV TH 742.5 (1,853.7) 159.2
DOMINO'S PIZZA EZV GR 742.5 (1,853.7) 159.2
DOMINO'S PIZZA DPZ US 742.5 (1,853.7) 159.2
DOMINO'S PIZZA EZV QT 742.5 (1,853.7) 159.2
DUN & BRADSTREET DB5 GR 2,279.3 (979.5) (139.6)
DUN & BRADSTREET DB5 TH 2,279.3 (979.5) (139.6)
DUN & BRADSTREET DNB US 2,279.3 (979.5) (139.6)
DUN & BRADSTREET DNB1EUR EU 2,279.3 (979.5) (139.6)
DUNKIN' BRANDS G 2DB GR 3,196.1 (119.0) 218.1
DUNKIN' BRANDS G DNKN US 3,196.1 (119.0) 218.1
DUNKIN' BRANDS G 2DB TH 3,196.1 (119.0) 218.1
DUNKIN' BRANDS G DNKNEUR EU 3,196.1 (119.0) 218.1
EIGHT DRAGONS CO EDRG US - (0.0) (0.0)
ERIN ENERGY CORP ERN SJ 287.4 (250.8) (277.5)
EVERI HOLDINGS I EVRI US 1,320.5 (109.6) 4.1
EVERI HOLDINGS I G2C TH 1,320.5 (109.6) 4.1
EVERI HOLDINGS I G2C GR 1,320.5 (109.6) 4.1
EVERI HOLDINGS I EVRIEUR EU 1,320.5 (109.6) 4.1
FAIRPOINT COMMUN FRP US 1,197.9 (74.0) 15.6
FAIRPOINT COMMUN FONN GR 1,197.9 (74.0) 15.6
FERRELLGAS-LP FEG GR 1,679.3 (703.5) (26.2)
FERRELLGAS-LP FGP US 1,679.3 (703.5) (26.2)
FIFTH STREET ASS FSAM US 191.2 (1.7) -
FIFTH STREET ASS 7FS TH 191.2 (1.7) -
GAMCO INVESTO-A GBL US 182.5 (148.1) -
GCP APPLIED TECH GCP US 1,077.7 (137.7) 259.3
GCP APPLIED TECH 43G GR 1,077.7 (137.7) 259.3
GCP APPLIED TECH GCPEUR EU 1,077.7 (137.7) 259.3
GMCI CORP GMCI US 0.1 (0.8) (0.8)
GNC HOLDINGS INC IGN GR 2,062.6 (69.2) 490.1
GNC HOLDINGS INC GNC US 2,062.6 (69.2) 490.1
GNC HOLDINGS INC IGN TH 2,062.6 (69.2) 490.1
GNC HOLDINGS INC GNC1EUR EU 2,062.6 (69.2) 490.1
GOGO INC GOGO US 1,270.1 (76.6) 348.7
GOGO INC G0G GR 1,270.1 (76.6) 348.7
GREEN PLAINS PAR GPP US 93.3 (63.1) 4.3
GREEN PLAINS PAR 8GP GR 93.3 (63.1) 4.3
H&R BLOCK INC HRB US 2,577.6 (800.8) 648.2
H&R BLOCK INC HRB GR 2,577.6 (800.8) 648.2
H&R BLOCK INC HRB TH 2,577.6 (800.8) 648.2
H&R BLOCK INC HRBEUR EU 2,577.6 (800.8) 648.2
HALOZYME THERAPE HALO US 226.8 (58.5) 160.6
HALOZYME THERAPE RV7 GR 226.8 (58.5) 160.6
HALOZYME THERAPE HALOEUR EU 226.8 (58.5) 160.6
HALOZYME THERAPE RV7 QT 226.8 (58.5) 160.6
HAMILTON LANE-A HLNE US 207.1 (103.6) -
HAMILTON LANE-A HLNEEUR EU 207.1 (103.6) -
HCA HEALTHCARE I 2BH GR 33,795.0 (5,357.0) 3,574.0
HCA HEALTHCARE I HCA US 33,795.0 (5,357.0) 3,574.0
HCA HEALTHCARE I 2BH TH 33,795.0 (5,357.0) 3,574.0
HCA HEALTHCARE I HCAEUR EU 33,795.0 (5,357.0) 3,574.0
HORTONWORKS INC HDP US 220.6 (15.5) (16.7)
HORTONWORKS INC 14K GR 220.6 (15.5) (16.7)
HORTONWORKS INC 14K QT 220.6 (15.5) (16.7)
HORTONWORKS INC HDPEUR EU 220.6 (15.5) (16.7)
HOVNANIAN-A-WI HOV-W US 2,133.6 (133.9) 1,392.3
HP COMPANY-BDR HPQB34 BZ 28,686.0 (3,955.0) (302.0)
HP INC HPQ* MM 28,686.0 (3,955.0) (302.0)
HP INC HPQ US 28,686.0 (3,955.0) (302.0)
HP INC 7HP TH 28,686.0 (3,955.0) (302.0)
HP INC 7HP GR 28,686.0 (3,955.0) (302.0)
HP INC HPQ TE 28,686.0 (3,955.0) (302.0)
HP INC HPQ CI 28,686.0 (3,955.0) (302.0)
HP INC HPQ SW 28,686.0 (3,955.0) (302.0)
HP INC HWP QT 28,686.0 (3,955.0) (302.0)
HP INC HPQCHF EU 28,686.0 (3,955.0) (302.0)
HP INC HPQUSD EU 28,686.0 (3,955.0) (302.0)
HP INC HPQUSD SW 28,686.0 (3,955.0) (302.0)
HP INC HPQEUR EU 28,686.0 (3,955.0) (302.0)
IDEXX LABS IDXX US 1,572.1 (73.9) (57.5)
IDEXX LABS IX1 GR 1,572.1 (73.9) (57.5)
IDEXX LABS IX1 TH 1,572.1 (73.9) (57.5)
IDEXX LABS IX1 QT 1,572.1 (73.9) (57.5)
IDEXX LABS IDXX AV 1,572.1 (73.9) (57.5)
IMMUNOGEN INC IMU GR 163.3 (167.5) 101.8
IMMUNOGEN INC IMGN US 163.3 (167.5) 101.8
IMMUNOGEN INC IMU TH 163.3 (167.5) 101.8
IMMUNOGEN INC IMU QT 163.3 (167.5) 101.8
IMMUNOGEN INC IMGNEUR EU 163.3 (167.5) 101.8
IMMUNOMEDICS INC IMMU US 52.7 (131.9) (36.5)
IMMUNOMEDICS INC IM3 GR 52.7 (131.9) (36.5)
IMMUNOMEDICS INC IM3 TH 52.7 (131.9) (36.5)
IMMUNOMEDICS INC IM3 QT 52.7 (131.9) (36.5)
INFOR ACQUISIT-A IAC/A CN 233.0 (5.5) 0.3
INFOR ACQUISITIO IAC-U CN 233.0 (5.5) 0.3
INNOVIVA INC INVA US 391.9 (334.2) 193.9
INNOVIVA INC HVE GR 391.9 (334.2) 193.9
INNOVIVA INC INVAEUR EU 391.9 (334.2) 193.9
JACK IN THE BOX JBX GR 1,230.9 (469.4) (126.4)
JACK IN THE BOX JACK US 1,230.9 (469.4) (126.4)
JACK IN THE BOX JACK1EUR EU 1,230.9 (469.4) (126.4)
JACK IN THE BOX JBX QT 1,230.9 (469.4) (126.4)
JUST ENERGY GROU JE US 1,238.0 (149.3) 109.1
JUST ENERGY GROU 1JE GR 1,238.0 (149.3) 109.1
JUST ENERGY GROU JE CN 1,238.0 (149.3) 109.1
KENNADY DIAMONDS KDI CN 4.5 (1.4) (3.7)
KERYX BIOPHARM KYX GR 127.7 (22.5) 97.2
KERYX BIOPHARM KERX US 127.7 (22.5) 97.2
KERYX BIOPHARM KYX TH 127.7 (22.5) 97.2
KERYX BIOPHARM KERXEUR EU 127.7 (22.5) 97.2
L BRANDS INC LTD GR 7,882.0 (835.0) 1,321.0
L BRANDS INC LTD TH 7,882.0 (835.0) 1,321.0
L BRANDS INC LB US 7,882.0 (835.0) 1,321.0
L BRANDS INC LBEUR EU 7,882.0 (835.0) 1,321.0
L BRANDS INC LB* MM 7,882.0 (835.0) 1,321.0
L BRANDS INC LTD QT 7,882.0 (835.0) 1,321.0
LAMB WESTON LW US 2,432.2 (650.9) 336.9
LAMB WESTON 0L5 GR 2,432.2 (650.9) 336.9
LAMB WESTON LW-WEUR EU 2,432.2 (650.9) 336.9
LAMB WESTON 0L5 TH 2,432.2 (650.9) 336.9
LANTHEUS HOLDING LNTH US 249.6 (101.2) 67.6
LANTHEUS HOLDING 0L8 GR 249.6 (101.2) 67.6
LENNOX INTL INC LXI GR 1,950.6 (1.0) 148.9
LENNOX INTL INC LII US 1,950.6 (1.0) 148.9
LENNOX INTL INC LII1EUR EU 1,950.6 (1.0) 148.9
MADISON-A/NEW-WI MSGN-W US 864.4 (987.0) 195.4
MANNKIND CORP MNKD IT 85.2 (198.7) (37.0)
MASCO CORP MAS US 5,139.0 (59.0) 1,534.0
MASCO CORP MSQ GR 5,139.0 (59.0) 1,534.0
MASCO CORP MSQ TH 5,139.0 (59.0) 1,534.0
MASCO CORP MAS* MM 5,139.0 (59.0) 1,534.0
MASCO CORP MAS1EUR EU 5,139.0 (59.0) 1,534.0
MCDONALDS - BDR MCDC34 BZ 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MDO TH 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD TE 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MDO GR 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD* MM 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD US 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD SW 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD CI 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MDO QT 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDCHF EU 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDUSD EU 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDUSD SW 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDEUR EU 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD AV 32,120.3 (2,030.8) 2,686.5
MCDONALDS-CEDEAR MCD AR 32,120.3 (2,030.8) 2,686.5
MDC COMM-W/I MDZ/W CN 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MDZ/A CN 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MDCA US 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MD7A GR 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MDCAEUR EU 1,626.7 (356.8) (280.0)
MDC PARTNERS-EXC MDZ/N CN 1,626.7 (356.8) (280.0)
MEAD JOHNSON MJN US 4,227.1 (392.8) 1,508.5
MEAD JOHNSON 0MJA TH 4,227.1 (392.8) 1,508.5
MEAD JOHNSON 0MJA GR 4,227.1 (392.8) 1,508.5
MEAD JOHNSON MJNEUR EU 4,227.1 (392.8) 1,508.5
MEDLEY MANAGE-A MDLY US 138.5 (14.5) 57.0
MERITOR INC AID1 GR 2,536.0 (125.0) 55.0
MERITOR INC MTOR US 2,536.0 (125.0) 55.0
MERITOR INC MTOREUR EU 2,536.0 (125.0) 55.0
MICHAELS COS INC MIK US 2,009.8 (1,721.9) 502.5
MICHAELS COS INC MIM GR 2,009.8 (1,721.9) 502.5
MIRAGEN THERAPEU MGEN US 57.8 48.0 49.7
MIRAGEN THERAPEU 1S1 GR 57.8 48.0 49.7
MIRAGEN THERAPEU SGNLEUR EU 57.8 48.0 49.7
MONEYGRAM INTERN MGI US 4,437.5 (199.3) (23.5)
MONEYGRAM INTERN 9M1N GR 4,437.5 (199.3) (23.5)
MONEYGRAM INTERN 9M1N TH 4,437.5 (199.3) (23.5)
MONEYGRAM INTERN MGIEUR EU 4,437.5 (199.3) (23.5)
MOODY'S CORP DUT GR 5,435.9 (724.2) 2,061.7
MOODY'S CORP MCO US 5,435.9 (724.2) 2,061.7
MOODY'S CORP DUT TH 5,435.9 (724.2) 2,061.7
MOODY'S CORP MCOEUR EU 5,435.9 (724.2) 2,061.7
MOODY'S CORP DUT QT 5,435.9 (724.2) 2,061.7
MOTOROLA SOLUTIO MTLA GR 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MTLA TH 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MSI US 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MOT TE 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MSI1EUR EU 8,140.0 (1,037.0) 688.0
MSG NETWORKS- A MSGN US 864.4 (987.0) 195.4
MSG NETWORKS- A 1M4 GR 864.4 (987.0) 195.4
MSG NETWORKS- A 1M4 TH 864.4 (987.0) 195.4
MSG NETWORKS- A MSGNEUR EU 864.4 (987.0) 195.4
NANOSTRING TECHN NSTG US 106.5 (3.1) 59.9
NANOSTRING TECHN 0F1 GR 106.5 (3.1) 59.9
NANOSTRING TECHN NSTGEUR EU 106.5 (3.1) 59.9
NATHANS FAMOUS NATH US 78.3 (67.3) 55.7
NATHANS FAMOUS NFA GR 78.3 (67.3) 55.7
NATIONAL CINEMED XWM GR 1,151.9 (54.1) 92.9
NATIONAL CINEMED NCMI US 1,151.9 (54.1) 92.9
NATIONAL CINEMED NCMIEUR EU 1,151.9 (54.1) 92.9
NAVISTAR INTL IHR GR 5,952.0 (5,127.0) 825.0
NAVISTAR INTL NAV US 5,952.0 (5,127.0) 825.0
NAVISTAR INTL IHR TH 5,952.0 (5,127.0) 825.0
NAVISTAR INTL IHR QT 5,952.0 (5,127.0) 825.0
NEFF CORP-CL A NEFF US 652.7 (124.7) 1.3
NEFF CORP-CL A NFO GR 652.7 (124.7) 1.3
NEW ENG RLTY-LP NEN US 190.0 (33.5) -
NXCHAIN INC NXCN US 0.0 (0.3) (0.3)
NYMOX PHARMACEUT NYMX US 1.7 (1.2) (0.2)
NYMOX PHARMACEUT NYM GR 1.7 (1.2) (0.2)
OCEAN THERMAL EN TDYSD US 0.0 (1.6) (1.6)
OMEROS CORP 3O8 GR 58.4 (48.1) 34.4
OMEROS CORP OMER US 58.4 (48.1) 34.4
OMEROS CORP 3O8 TH 58.4 (48.1) 34.4
OMEROS CORP OMEREUR EU 58.4 (48.1) 34.4
PENN NATL GAMING PN1 GR 4,947.0 (540.7) (50.0)
PENN NATL GAMING PENN US 4,947.0 (540.7) (50.0)
PHILIP MORRIS IN PM1EUR EU 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PMI SW 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PM1 TE 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN 4I1 TH 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PM1CHF EU 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN 4I1 GR 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PM US 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PM FP 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PMI1 IX 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PMI EB 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN 4I1 QT 36,627.0 (10,557.0) 3,529.0
PINNACLE ENTERTA PNK US 4,003.8 (351.8) (82.3)
PINNACLE ENTERTA 65P GR 4,003.8 (351.8) (82.3)
PITNEY BOWES INC PBW GR 5,747.2 (46.3) (215.3)
PITNEY BOWES INC PBI US 5,747.2 (46.3) (215.3)
PITNEY BOWES INC PBW TH 5,747.2 (46.3) (215.3)
PITNEY BOWES INC PBIEUR EU 5,747.2 (46.3) (215.3)
PLANET FITNESS-A PLNT US 1,156.4 (188.0) 28.1
PLANET FITNESS-A 3PL TH 1,156.4 (188.0) 28.1
PLANET FITNESS-A 3PL GR 1,156.4 (188.0) 28.1
PLANET FITNESS-A 3PL QT 1,156.4 (188.0) 28.1
PLANET FITNESS-A PLNT1EUR EU 1,156.4 (188.0) 28.1
PROS HOLDINGS IN PH2 GR 210.7 (19.9) 63.0
PROS HOLDINGS IN PRO US 210.7 (19.9) 63.0
QUANTUM CORP QNT2 GR 225.0 (116.0) (42.0)
QUANTUM CORP QNT1 TH 225.0 (116.0) (42.0)
QUANTUM CORP QTM US 225.0 (116.0) (42.0)
QUANTUM CORP QTM1EUR EU 225.0 (116.0) (42.0)
QUANTUM CORP QNT1 QT 225.0 (116.0) (42.0)
REATA PHARMACE-A RETA US 88.2 (220.3) 34.5
REATA PHARMACE-A 2R3 GR 88.2 (220.3) 34.5
REATA PHARMACE-A RETAEUR EU 88.2 (220.3) 34.5
REGAL ENTERTAI-A RGC US 2,686.1 (826.1) (7.6)
REGAL ENTERTAI-A RETA GR 2,686.1 (826.1) (7.6)
REGAL ENTERTAI-A RGC* MM 2,686.1 (826.1) (7.6)
RESOLUTE ENERGY R21 GR 489.6 (75.9) (69.6)
RESOLUTE ENERGY REN US 489.6 (75.9) (69.6)
RESOLUTE ENERGY RENEUR EU 489.6 (75.9) (69.6)
REVLON INC-A REV US 2,999.0 (642.0) 343.1
REVLON INC-A RVL1 GR 2,999.0 (642.0) 343.1
REVLON INC-A RVL1 TH 2,999.0 (642.0) 343.1
REVLON INC-A REVEUR EU 2,999.0 (642.0) 343.1
ROSETTA STONE IN RST US 185.9 (1.0) (58.1)
ROSETTA STONE IN RS8 GR 185.9 (1.0) (58.1)
ROSETTA STONE IN RS8 TH 185.9 (1.0) (58.1)
ROSETTA STONE IN RST1EUR EU 185.9 (1.0) (58.1)
RR DONNELLEY & S DLLN GR 3,907.3 (174.1) 725.7
RR DONNELLEY & S RRD US 3,907.3 (174.1) 725.7
RR DONNELLEY & S DLLN TH 3,907.3 (174.1) 725.7
RR DONNELLEY & S RRDEUR EU 3,907.3 (174.1) 725.7
RYERSON HOLDING RYI US 1,738.9 (32.7) 676.2
RYERSON HOLDING 7RY GR 1,738.9 (32.7) 676.2
RYERSON HOLDING 7RY TH 1,738.9 (32.7) 676.2
SALLY BEAUTY HOL SBH US 2,070.8 (320.6) 657.6
SALLY BEAUTY HOL S7V GR 2,070.8 (320.6) 657.6
SANCHEZ ENERGY C SN US 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C SN* MM 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C 13S GR 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C 13S TH 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C SNEUR EU 2,078.6 (77.6) 29.0
SBA COMM CORP 4SB GR 7,297.4 (1,916.5) 72.7
SBA COMM CORP SBAC US 7,297.4 (1,916.5) 72.7
SBA COMM CORP SBJ TH 7,297.4 (1,916.5) 72.7
SBA COMM CORP SBACEUR EU 7,297.4 (1,916.5) 72.7
SCIENTIFIC GAM-A TJW GR 7,073.2 (1,995.2) 434.7
SCIENTIFIC GAM-A SGMS US 7,073.2 (1,995.2) 434.7
SEARS HOLDINGS SEE GR 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SEE TH 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SHLD US 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SEE QT 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SHLDEUR EU 9,071.0 (3,527.0) 127.0
SIGA TECH INC SIGA US 160.8 (296.1) 52.6
SILVER SPRING NE SSNI US 449.6 (42.7) 0.7
SILVER SPRING NE 9SI GR 449.6 (42.7) 0.7
SILVER SPRING NE 9SI TH 449.6 (42.7) 0.7
SILVER SPRING NE SSNIEUR EU 449.6 (42.7) 0.7
SIRIUS XM CANADA XSR CN 307.0 (127.9) (152.0)
SIRIUS XM CANADA SIICF US 307.0 (127.9) (152.0)
SIRIUS XM HOLDIN SIRI US 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN RDO TH 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN RDO GR 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN RDO QT 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN SIRIEUR EU 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN SIRI AV 7,931.8 (921.1) (1,901.0)
SONIC CORP SONC US 571.7 (157.7) 38.2
SONIC CORP SO4 GR 571.7 (157.7) 38.2
SONIC CORP SONCEUR EU 571.7 (157.7) 38.2
SOURCE ENERGY SE SHLE CN 236.6 (62.2) 18.2
SOURCE ENERGY SE S4O GR 236.6 (62.2) 18.2
SOURCE ENERGY SE SHLEEUR EU 236.6 (62.2) 18.2
STRAIGHT PATH-B STRP US 20.9 (10.2) (7.4)
STRAIGHT PATH-B 5I0 GR 20.9 (10.2) (7.4)
SYNTEL INC SYNT US 443.6 (136.2) 134.5
SYNTEL INC SYE GR 443.6 (136.2) 134.5
SYNTEL INC SYE TH 443.6 (136.2) 134.5
SYNTEL INC SYNT1EUR EU 443.6 (136.2) 134.5
TAILORED BRANDS TLRD US 2,114.2 (113.6) 712.4
TAILORED BRANDS WRMA GR 2,114.2 (113.6) 712.4
TAILORED BRANDS TLRD* MM 2,114.2 (113.6) 712.4
TAUBMAN CENTERS TU8 GR 4,044.9 (75.4) -
TAUBMAN CENTERS TCO US 4,044.9 (75.4) -
TEMPUR SEALY INT TPD GR 2,680.3 (11.3) 90.1
TEMPUR SEALY INT TPX US 2,680.3 (11.3) 90.1
TOCAGEN INC TOCA US 34.3 (1.5) 14.0
TOCAGEN INC 37T GR 34.3 (1.5) 14.0
TOCAGEN INC TOCAEUR EU 34.3 (1.5) 14.0
TRANSDIGM GROUP T7D GR 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDG US 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDG SW 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDGCHF EU 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP T7D QT 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDGEUR EU 10,187.3 (2,038.8) 1,587.8
UBI BLOCKCHAIN I UBIA US 0.0 (0.4) (0.4)
ULTRA PETROLEUM UPL US 1,699.0 (3,016.7) 331.2
ULTRA PETROLEUM UPL1EUR EU 1,699.0 (3,016.7) 331.2
UNISYS CORP UISCHF EU 1,962.3 (1,626.7) 19.3
UNISYS CORP UISEUR EU 1,962.3 (1,626.7) 19.3
UNISYS CORP UIS US 1,962.3 (1,626.7) 19.3
UNISYS CORP UIS1 SW 1,962.3 (1,626.7) 19.3
UNISYS CORP USY1 TH 1,962.3 (1,626.7) 19.3
UNISYS CORP USY1 GR 1,962.3 (1,626.7) 19.3
UNITI GROUP INC UNIT US 3,280.7 (1,426.9) -
UNITI GROUP INC 8XC GR 3,280.7 (1,426.9) -
VALVOLINE INC VVV US 1,907.0 (218.0) 261.0
VALVOLINE INC 0V4 GR 1,907.0 (218.0) 261.0
VALVOLINE INC 0V4 TH 1,907.0 (218.0) 261.0
VALVOLINE INC VVVEUR EU 1,907.0 (218.0) 261.0
VECTOR GROUP LTD VGR GR 1,387.1 (264.3) 469.4
VECTOR GROUP LTD VGR US 1,387.1 (264.3) 469.4
VECTOR GROUP LTD VGR QT 1,387.1 (264.3) 469.4
VERISIGN INC VRS TH 2,315.5 (1,187.7) 317.8
VERISIGN INC VRS GR 2,315.5 (1,187.7) 317.8
VERISIGN INC VRSN US 2,315.5 (1,187.7) 317.8
VERISIGN INC VRSNEUR EU 2,315.5 (1,187.7) 317.8
VERSUM MATER VSM US 1,120.0 (61.7) 388.9
VERSUM MATER 2V1 GR 1,120.0 (61.7) 388.9
VERSUM MATER VSMEUR EU 1,120.0 (61.7) 388.9
VERSUM MATER 2V1 TH 1,120.0 (61.7) 388.9
VIEWRAY INC VRAY US 90.8 (27.0) 34.6
VIEWRAY INC 6L9 GR 90.8 (27.0) 34.6
VIEWRAY INC VRAYEUR EU 90.8 (27.0) 34.6
WEIGHT WATCHERS WTW US 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WW6 GR 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WW6 TH 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WTWEUR EU 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WW6 QT 1,301.0 (1,185.2) (33.3)
WELBILT INC WBT US 1,837.1 (26.3) 94.8
WELBILT INC 6M6 GR 1,837.1 (26.3) 94.8
WELBILT INC MFS1EUR EU 1,837.1 (26.3) 94.8
WEST CORP WSTC US 3,456.0 (390.6) 243.4
WEST CORP WT2 GR 3,456.0 (390.6) 243.4
WIDEOPENWEST INC WOW US 2,661.6 (645.2) (33.7)
WIDEOPENWEST INC WU5 GR 2,661.6 (645.2) (33.7)
WIDEOPENWEST INC WOW1EUR EU 2,661.6 (645.2) (33.7)
WINGSTOP INC WING US 113.2 (67.3) (3.5)
WINGSTOP INC EWG GR 113.2 (67.3) (3.5)
WINMARK CORP WINA US 47.4 (2.3) 12.4
WINMARK CORP GBZ GR 47.4 (2.3) 12.4
WORKIVA INC WK US 139.8 (5.0) (2.5)
WORKIVA INC 0WKA GR 139.8 (5.0) (2.5)
YRC WORLDWIDE IN YRCW US 1,727.9 (438.0) 243.7
YRC WORLDWIDE IN YEL1 GR 1,727.9 (438.0) 243.7
YRC WORLDWIDE IN YEL1 TH 1,727.9 (438.0) 243.7
YRC WORLDWIDE IN YEL1 QT 1,727.9 (438.0) 243.7
YRC WORLDWIDE IN YRCWEUR EU 1,727.9 (438.0) 243.7
YUM! BRANDS INC YUM US 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC TGR GR 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC TGR TH 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMEUR EU 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC TGR QT 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMCHF EU 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUM SW 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMUSD SW 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMUSD EU 5,151.0 (5,812.0) (281.0)
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***