/raid1/www/Hosts/bankrupt/TCR_Public/140127.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, January 27, 2014, Vol. 18, No. 26
Headlines
33-39 EAST AVE: Case Summary & 10 Unsecured Creditors
710 LONG RIDGE: U.S. Trustee, Others Object to Plan Confirmation
87 MAIN STREET: Case Summary & 4 Unsecured Creditors
A&S GROUP: U.S. Trustee Wins Dismissal of Chapter 11 Case
ADVANCED READY: Tilcon Withdraws Document Supporting Conversion
AEMETIS INC: Sprott Stake at 11.9% as of Dec. 31
AEROVISION HOLDINGS: Seeks Further Extension of Exclusive Periods
AEROVISION HOLDINGS: Seeks Extension of Time to Decide on Leases
ALION SCIENCE: Expects Lower Revenue in Fiscal First Quarter
AMERICAN BONANZA: Has Until Feb. 3 to Cure Promissory Note Default
AMERICAN DENTAL: Moody's Says $15MM Add-on No Impact on B3 CFR
ARCAPITA BANK: Court Approves Tide/Hopper Settlement
ARMORWORKS ENTERPRISES: Jan. 29 Initial Confirmation Hearing Set
BANK OF UNION: FDIC Named as Receiver; BancFirst Assumes Deposits
BATE LAND: Feb. 11 Hearing to Confirm Chapter 11 Plan
BATE LAND: Wants Solicitation Period Extended Until April 1
BELLE FOODS: Haskell Slaughter Withdraws as Committee Co-Counsel
BELLE FOODS: Files Amended Schedules of Assets and Liabilities
BENTLEY PREMIER: Bid to Review Rejection of HHDU Hiring Opposed
BIG M: Settles Dispute With Buyer Over Purchase Price
BIG SANDY: Court Confirms Liquidating Chapter 11 Plan
BIOZONE PHARMACEUTICALS: Obtains $2.6-Mil. From Private Placement
BIXI: In Bankruptcy Due to $50-Mil. Debt
BON-TON STORES: Gabelli Funds Stake at 4% as of Jan. 17
BWAY HOLDING: S&P Revises Outlook to Stable & Affirms 'B' CCR
CAESARS ENTERTAINMENT: Bank Debt Trades at 4% Off
CENTENNIAL BEVERAGE: Can Use Cash Collateral Until Jan. 31
CHRYSLER GROUP: Fiat Chief to Propose U.S. Stock Listing
CONSTAR INTERNATIONAL: U.S. Trustee Forms 5-Member Creditors Panel
COOPER TIRE: Apollo Tyres Open to Transactions
CROSSROADS CHARTER: S&P Cuts LT Rating on 2012/2007 Bonds to BB+
CRUMBS BAKE SHOP: Raises $5-Mil. in Financing
DEWEY & LEBOEUF: Trustee Sues FedEx to Recover $193,402
DIGERATI TECHNOLOGIES: Resolves Chapter 11 Controversies
DOTS LLC: Meeting to Form Creditors' Panel on Feb. 5
DUNKIN' BRANDS: S&P Rates Amended $1.9 Billion Secured Debt 'B+'
EAGLE HAULING: Case Summary & 20 Largest Unsecured Creditors
EASTERN AIRPORT HOSPITALITY: Voluntary Chapter 11 Case Summary
EASTERN AIRPORT KITCHENS: Voluntary Chapter 11 Case Summary
EMPRESAS OMAJEDE: Disclosure Statement Hearing Set on March 25
EWGS INTERMEDIARY: Wants Access to Cash Collateral Until Feb. 8
FOREST OIL: Moody's Affirms 'B3' Sr. Unsecured Notes Rating
FREE LANCE-STAR: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Reshuffles Global Manufacturing
FREESEAS INC: Hanover May Sell 400,000 Common Shares
GLYECO INC: Appoints Chief Business Development Officer
GLYECO INC: Adds Two New Members to Board of Directors
GYMBOREE CORP: Bank Debt Trades at 7% Off
H&R BLOCK: Narrows List of Bidders For Bank Unit
HAMILTON PROPER: Case Summary & 20 Largest Unsecured Creditors
HELIA TEC: Has Until March 10 to Propose Exit Plan
HOST HOTELS: S&P Raises CCR to 'BB+'; Outlook Stable
IG INVESTMENTS: Moody's Affirms B1 CFR on Term Loan Upsize
IG INVESTMENTS: S&P Revises Outlook to Stable & Affirms 'B' CCR
IKARIA INC: Moody's Rates 2nd Sr. Secured Term Loan 'Caa1'
INNOVATIVE COMPOSITES: Seeks MCTO Approval; Delays Annual Filing
IRISH BANK: Seeks to Sell Florida Property to Port Authority
IRISH BANK: Seeks to Sell Loan Assets to Equity Firm
ISC8 INC: Hikes Authorized Common Shares to 2 Billion
JAMESPORT DEVELOPMENT: Files for Chapter 11 in Central Islip
JEH COMPANY: Jan. 27 Hearing on Vehicle Sale
JEH COMPANY: Wants to Include Two Ramps in Vehicle Sale
JEH COMPANY: Dismissal of Stallion Station Case Sought
KAHN FAMILY: Wells Fargo Wants Adequate Protection on Cash Use
LEE'S FORD: Judge Confirms Chapter 11 Reorganization Plan
LEE'S FORD: Court OKs Use of Cash Collateral Until Feb. 10
LEE'S FORD: Wins Approval to Obtain $350,000 Loan From CTBI
LJSS HOLDINGS: S&P Assigns 'B' CCR & Rates New $280MM Debt 'B'
LONGVIEW POWER: Has Until March 31 to Decide on Unexpired Leases
LONGVIEW POWER: Backstoppers Support Exclusivity Extension
M*MODAL INC: Bank Debt Trades at 15% Off
MARTIFER SOLAR: Files for Chapter 11 in Las Vegas
MF GLOBAL: Corzine Can't Dodge CFTC Suit Over Collapse
MOTORS LIQUIDATION: Says No Unit Distribution for Dec. 31 Qtr.
NATURAL MOLECULAR: Court Reassigns Case to Judge Barreca
NNN 123: Hearing on Case Dismissal Continued Until Feb. 6
NNN 123: Asks Court to Extend Plan-Related Deadlines
NORTHERN BLIZZARD: DBRS Assigns 'B(low)' Provisional Issuer Rating
OCEANIA CRUISES: Moody's Keeps B2 Rating Over Indirect Parent IPO
OVERSEAS SHIPHOLDING: Proskauer Blasts Malpractice Claims
PFS HOLDING: S&P Assigns 'B' CCR & Rates $260MM 1st-Lien Loan 'B'
PHOENIX COMPANIES: Commences Solicitation to Amend Indenture
REVSTONE INDUSTRIES: Sale of Unit to Proceed Over Suitor Challenge
RJL 60-68 HALSTEAD: Case Summary & Unsecured Creditor
ROTECH HEALTHCARE: Objects to Baker & McKenzie's Fee Application
RP CROWN: Add-on Term Loan No Impact on Moody's Ratings
RP CROWN: S&P Alters Outlook to Negative on Proposed Loan Add-on
RUE21 INC: Bank Debt Trades at 13% Off
SANTA FE GOLD: Contemplates $23MM Secured Debt Restructurings
SIMPLY WHEELZ: Butler Snow Approved as Bankruptcy Counsel
SOTERA DEFENSE: S&P Withdraws 'CCC' Corporate Credit Rating
SOUTHWIRE CO: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable
SRA INTERNATIONAL: Moody's Lowers Corporate Family Rating to B3
STANS ENERGY: Expects to File Financial Statements by Feb. 28
TAMPA WAREHOUSE: Has Access to Cash Collateral Until March 15
TAMPA WAREHOUSE: To Ink Management Contract With CBRE Inc.
TRAINOR GLASS: Clarification on Cash Collateral Order Withdrawn
TUSCANY INT'L: Enters Into Forbearance Agreement with Sr. Lenders
UNIVERSAL HEALTH: Jan. 30 Hearing on Bank's Bid for Stay Relief
UTSTARCOM HOLDINGS: SoftBank Sells Entire Stake for $12.4-Mil.
VAULT CORPORATION: Case Summary & Largest Unsecured Creditors
VIVARO CORP: Deadline to File Plan Extended Until March 30
VULCAN MATERIALS: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
VWR FUNDING: Term Loan Repricing Plan No Impact on Moody's B3 CFR
WALTER ENERGY: Bank Debt Trades at 2% Off
WATERJET HOLDINGS: S&P Lowers Rating on Sr. Secured Notes to 'B'
WEST CORP: Obtains Lender Consent to Amend Credit Agreement
WESTMORELAND COAL: Moody's Confirms Caa1 Corporate Family Rating
XTREME POWER: Files for Bankruptcy to Sell to Horizon
XTREME POWER: Has Up to $2.5-Mil. of Financing From Horizon
XTREME POWER: Seeks to Use SVB's Cash Collateral
XTREME POWER: Proposes Baker Botts as Special Counsel
XTREME POWER: Taps Gordian Group as Investment Banker
* Securities Lawsuits on the Rise
* Cuomo to Split JPMorgan N.Y. Settlement Money with Schneiderman
* Cuomo Asks Feds to Help Fund Ailing NYC Hospitals
* Geithner Said U.S. Would Respond to Downgrade, Accdg. to S&P
* Wis. Gov. Entitled to Immunity From Equal Protection Claims
* Quinn Emanuel Snags Stutman Restructuring Pro in LA
* BOND PRICING -- For the Week From Jan. 13 to 17, 2014
*********
33-39 EAST AVE: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------
Debtor: 33-39 East Ave LLC
117 Turtleback Road
New Canaan, CT 06840
Case No.: 14-50103
Chapter 11 Petition Date: January 24, 2014
Court: United States Bankruptcy Court
District of Connecticut (Bridgeport)
Judge: Hon. Alan H.W. Shiff
Debtor's Counsel: Douglas S. Skalka, Esq.
NEUBERT, PEPE, AND MONTEITH, P.C.
195 Church Street, 13th Floor
New Haven, CT 06510
Tel: (203) 821-2000
Fax: 203-821-2009
Email: dskalka@npmlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert J. Cuda, member.
A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb14-50103.pdf
710 LONG RIDGE: U.S. Trustee, Others Object to Plan Confirmation
----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3; the National
Labor Relations Board; and New England Health Care Employees
Union, District 1199, SEIU, object to the confirmation of 710 Long
Ridge Road Operating Company II, LLC, et al.'s First Amended Joint
Plan of Reorganization.
The U.S. Trustee complains that certain of the parties seeking
releases under the Joint Plan do not appear to be entitled to such
relief under applicable law. The U.S. Trustee adds that in these
cases, it is difficult to understand how the release of certain of
the releases is appropriate, let alone necessary. Absent a proper
and appropriate factual scenario or basis, the overly-inclusive
release and exculpation provisions may not be implemented or
applied as to certain parties, under the circumstances of the
Chapter 11 cases. Moreover, the U.S. Trustee complains that the
Joint Plan, which provides that TCHI Company LLC and TCHI Mortgage
Holding Company are retaining their interests in the Debtors while
unsecured creditors are not being paid in full, appears to
potentially violate the "absolute priority rule."
The NLRB objects to the Plan because it fails to comply with
numerous provisions of the Bankruptcy Code and because it is a
"barely-concealed scheme by the Debtors and their corporate
parents to insulate themselves from paying significant amounts of
backpay to their employees."
The Union complains that the Plan does not provide for a
distribution equal to the allowed amount of administrative and
priority claims held by the Union. Moreover, the Union asserts
that the Plan cannot be confirmed because it is not feasible. The
Union pointed out that the Debtors have not set aside a reserve
for the payment of administrative or priority claims held by the
Union.
The Plan provides that in return for covering future operating
deficits, the owners of the five nursing homes managed by the
Debtors will retain the equity. Mortgages will be revised and
paid in full, eventually. Continuing trade suppliers, with more
than $3 million in claims, would have 75 percent of their debts
paid over 12 months.
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing to consider confirmation of the Joint Plan on
Jan. 30, 2014, at 10:00 a.m.
The U.S. Trustee is represented by Donald F. MacMaster, Esq., in
Newark, New Jersey. Mr. McMaster may be reached at:
Donald F. MacMaster, Esq.
One Newark Center, Suite 2100
Newark, NJ 07102
Tel: (973) 645-3014
Fax: (973) 645-5993
The NLRB is represented by:
Abby Propis Simms, Esq.
Board Member, NLRB
E-mail: abby.simms@nlrb.gov
Nancy E. Kessler Platt, Esq.
Dawn L. Goldstein, Esq.
Paul A. Thomas, Esq.
Marissa A. Wagner, Esq.
Edward D. Swidriski III, Esq.
Julie Kaufman, Esq.
1099 14th Street, NW
Washington, DC 20570
Tel: (202) 273-2930
The Union is represented by:
Susan J. Cameron, Esq.
Suzanne Hepner, Esq.
LEVY RATNER, P.C.
80 Eighth Avenue, 8th Floor
New York, New York 10011-5126
Tel: (212) 627-8100
Fax: (212) 627-8182
E-mail: scameron@levyratner.com
shepner@levyratner.com
-- and --
Kathy L. Krieger, Esq.
Darin M. Dalmat, Esq.
JAMES & HOFFMAN, P.C.
1130 Connecticut Ave., NW
Suite 950
Washington, DC 20036-3975
Tel: (202) 496-0500
Fax: (202) 496-0555
E-mail: klkrieger@jamhoff.com
dmdalmat@jamhoff.com
About 710 Long Ridge Road Operating Company II
710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut. The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.
710 Long Ridge Road Operating Company II and its affiliates sought
Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13-
13657) on Feb. 24, 2013, to modify their collective bargaining
agreements with the New England Health Care Employees Union,
District 1199, SEIU.
The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors. Logan & Company, Inc.
is the claims and notice agent. Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.
Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors. The Committee tapped to retain
EisnerAmper LLP as accountant.
87 MAIN STREET: Case Summary & 4 Unsecured Creditors
----------------------------------------------------
Debtor: 87 Main Street Associates, LLC
117 Turtleback Road
New Canaan, CT 06840
Case No.: 14-50104
Chapter 11 Petition Date: January 24, 2014
Court: United States Bankruptcy Court
District of Connecticut (Bridgeport)
Judge: Hon. Alan H.W. Shiff
Debtor's Counsel: Douglas S. Skalka, Esq.
NEUBERT, PEPE, AND MONTEITH, P.C.
195 Church Street, 13th Floor
New Haven, CT 06510
Tel: (203) 821-2000
Fax: 203-821-2009
Email: dskalka@npmlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert J. Cuda, member.
A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb14-50104.pdf
A&S GROUP: U.S. Trustee Wins Dismissal of Chapter 11 Case
---------------------------------------------------------
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia dismissed the Chapter 11 case of A&S
Group, Inc.
On Dec. 12, 2013, the court held a hearing on the Acting United
States Trustee's motion to dismiss or convert the case. Present
at the hearing were Lindsay Swift on behalf of the Acting United
States Trustee and Keith Logue on behalf of the Debtor.
As reported by the TCR on July 30, 2013, the Acting U.S. Trustee
sought for the dismissal of the case for failure to timely file
monthly operating reports.
No party had opposed the requested dismissal.
About A&S Group
Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
12-72662) in Atlanta, on Sept. 9, 2012. The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties. The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.
Judge Wendy L. Hagenau oversees the case. The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel. The Debtor
listed total assets of $10,278,149 and total debts of $17,580,095
in its schedules. The petition was signed by Sami Durukan,
president.
ADVANCED READY: Tilcon Withdraws Document Supporting Conversion
---------------------------------------------------------------
Tilcon New York Inc. withdrew its memorandum of law in support of
its request to convert the Chapter 11 case of Advanced Ready Mix
Corp. to Chapter 7 or, in the alternative, appoint a Chapter 11
Trustee which was filed on April 29, 2013.
As reported in the Troubled Company Reporter on May 28, 2013,
Tilcon sought the conversion of the Debtor's Chapter case because,
amog other things, the Debtor has ceased business operations and
has no income or employees, (2) the Debtor's principal has
transferred all or substantially all of the Debtor's assets to a
related operating entity such that the Debtor has no business to
reorganize, and (3) the Debtor's principal has engaged in a
pattern of self dealing and insider transfers to affiliated
entities to the detriment of the Debtor and its creditors.
Tilcon is represented by:
Elizabeth M. Aboulafia, Associate
CULLEN AND DYKMAN LLP
100 Quentin Roosevelt Boulevard
Garden City, New York 11530-4850
Tel: (516) 357-3700
Fax: (516) 357-3792
About Advanced Ready Mix
On March 28, 2013, an involuntary petition for relief (Bankr.
E.D.N.Y. Case No. 13-41795) was filed against Advanced Ready Mix
Corp. by Local 282 Welfare Trust Fund, Local 282 Pension Trust
Fund, Local 282 Annuity Trust Fund and Local 282 Job Training
Trust Fund pursuant to section 303 of the Bankruptcy Code.
On April 22, 2013, the Debtor submitted its Answer to Involuntary
Petition in which it contested Local 282's standing as petitioning
creditors.
On April 26, 2013, Tilcon New York Inc. joined in the involuntary
petition pursuant to Section 303(c) of the Bankruptcy Code.
Tilcon is a judgment creditor of the Debtor, holding a judgment in
the amount of $287,500 against the Debtor and Rocco Manzione
arising out of a state court breach of contract action.
From its inception, the Debtor operated its ready mix concrete
manufacturing business from a property located at 239 Ingraham
Street, Brooklyn, New York and the contiguous lot located at 610
Johnson Street.
AEMETIS INC: Sprott Stake at 11.9% as of Dec. 31
------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Sprott Inc. and Sprott Private Credit Trust
disclosed that as of Dec. 31, 2013, they beneficially owned
23,538,130 shares of common stock of Aemetis, Inc., representing
11.9 percent of the shares outstanding. Sprott previously
reported beneficial ownership of 17,320,343 common shares or 10.2
percent equity stake as of Dec. 31, 2012. A copy of the
regulatory filing is available for free at http://is.gd/PvnLyW
About Aemetis
Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.
McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about Aemetis, Inc.'s ability to continue as a going concern
following the annual results for the year ended Dec. 31, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations and its cash flows from
operations are not sufficient to cover debt service requirements.
The Company reported a net loss of $4.3 million on $189.0 million
of revenues in 2012, compared with a net loss of $18.3 million on
$141.9 million of revenues in 2011. The Company's balance sheet
at Sept. 30, 2013, showed $93.38 million in total assets, $110.06
million in total liabilities and a $16.68 million total
stockholders' deficit.
AEROVISION HOLDINGS: Seeks Further Extension of Exclusive Periods
-----------------------------------------------------------------
Aerovision Holdings 1 Corp. asks the Bankruptcy Court to extend
its exclusive deadline to file a plan of reorganization through
May 19, 2014, and its exclusive period to solicit acceptances of
that Plan until July 18, 2014. The Debtor maintains that
extending the Exclusive Periods will give it the opportunity to
have its plan of reorganization confirmed.
The Debtor tells the Court it is still addressing case issues and
needs additional time to further negotiate with its creditor
towards a resolution of case issues and a possible consensual Plan
of Reorganization.
Pursuant to Section 1121(b) of the Bankruptcy Code, the Debtor has
the exclusive right to file a plan of reorganization for a period
of 120 days following the Petition Date. Furthermore, under
Section 1121(c)(3), the Debtor has the balance of 180 days after
the order for relief to solicit acceptances of that plan.
Currently, the Exclusive Filing Period expires on Feb. 17, 2014.
The Debtor relates that during the course of this case, it
recently settled a substantial controversy with contested Creditor
i3 Aircraft Holdings, LLC, and is in the process of documenting
the resolution for approval by the Bankruptcy Court through a
forthcoming motion under Federal Rule of Bankruptcy Procedure
9019.
Additionally, the Debtor is in negotiations with another group of
contested creditors, namely Tiger Aircraft Corp, Logix Global,
Inc. and Aerovision, LLC.
"The results of the above negotiations will be of paramount
importance to the direction of the Disclosure Statement and Plan
in this case," the Debtor asserts. Without knowing the results of
this negotiation, the Debtor said it is unable to adequately
prepare a Disclosure Statement and Plan.
The Debtor maintains it is not seeking this extension to delay the
administration of the case or to pressure creditors to accept an
unsatisfactory plan.
About Aerovision Holdings
Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida. Mark Daniels signed the petition as
president. The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million. Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.
AEROVISION HOLDINGS: Seeks Extension of Time to Decide on Leases
----------------------------------------------------------------
Aerovision Holdings 1 Corp. requested an extension of time to
assume or reject executory contracts and unexpired leases.
Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Debtor
has 120 days from the date of the filing of its petition in which
to assume or reject an unexpired lease in which the Debtor is the
lessee, which runs on Oct. 19, 2013.
On Oct. 21, 2013, the Debtor filed a motion to extend time to
assume or reject executory contracts and unexpired leases, which
was granted by the Court on Nov. 5, 2013. Pursuant to the Order,
the Executory Period expires on Feb. 16, 2014.
The Debtor has executory contracts and unexpired lease agreements
for rental property and pieces of equipment necessary for the
continued operation of its. The Debtor requests additional time
to determine whether to assume or reject contracts and leases due
to the fact that it is in the midst of a complex resolution
discussions and negotiations with contested creditors.
One of the contested Creditors and the Debtor have a framework for
a possible resolution that will eliminate the need for contested
proceedings. A motion under Rule 9019 of the Federal Rules of
Bankruptcy Procedure has been filed with the Court.
Additionally, the Debtor is in negotiations with another group of
contested Creditors, namely Tiger Aircraft Corp, Logix Global,
Inc., and Aerovision, LLC.
The Debtor says it is not prudent for it to make a business
decision whether or not to assume or reject the leases or
contracts at this time until such a time as it is clear whether
the issues with the Creditors can be resolved.
It is requested that the Debtor has until the hearing on
confirmation of its anticipated Plan of Reorganization in which to
assume or reject the leases and contracts, or an extension of 90
days (May 19, 2014), whichever occurs earlier.
About Aerovision Holdings
Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida. Mark Daniels signed the petition as
president. The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million. Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.
ALION SCIENCE: Expects Lower Revenue in Fiscal First Quarter
------------------------------------------------------------
Alion Science and Technology Corporation disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that the
Company is continuing to pursue the refinancing transactions
contemplated by the refinancing support agreement among the
Company, ASOF Investments, LLC, and Phoenix Investment Adviser
LLC.
Alion said revenue and Consolidated EBITDA for the first quarter
of fiscal year 2014 is currently expected to be below the
Company's previously disclosed revenue and Consolidated EBITDA for
the first quarter of fiscal year 2013 and the fourth quarter of
fiscal year 2013. The expected decrease in first quarter fiscal
year 2014 revenue and Consolidated EBITDA is primarily attributed
to the impact of sequestration, the Congressional continuing
resolution and the U.S. federal government shutdown at the
beginning of fiscal year 2014. These matters have affected
funding to a number of the Company's programs, caused delays in
new awards and driven slower than anticipated ramp-up of new
programs. In addition, Alion's cash collections for the first
quarter of fiscal year 2014 are expected to be below collection
levels from the first quarter of fiscal year 2013 and fourth
quarter of fiscal year 2013. Cash collections have been disrupted
by slower payments from the Defense Finance and Accounting
Services which has been impact by the U.S. federal government
shutdown at the beginning of fiscal year 2014 and sequestration.
Alion currently is forecasting revenue growth for fiscal year 2014
to be consistent with recent prior years' performance.
Additionally, Consolidated EBITDA and Consolidated EBITDA margin
for fiscal year 2014 are also currently forecasted to be
consistent with recent prior years' performance. Cash collections
for fiscal year 2014 are currently forecasted to be consistent
with recent prior years' performance.
The Company expects the recently enacted Bipartisan Budget Act of
2013 may increase the level of new awards the Company receives and
the funding of current programs in which the Company is currently
engaged and could have a positive effect on the Company's revenue
and Consolidated EBITDA performance for fiscal year 2014.
About Alion Science
Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis. Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.
Alion Science has been reporting losses for four consecutive years
from Sept. 30, 2010, to Sept. 30, 2013. This year, Alion Science
incurred a net loss of $36.59 million.
The Company's balance sheet at Sept. 30, 2013, showed $624.62
million in total assets, $793.86 million in total liabilities,
$61.89 million in redeemable common stock, $20.78 million in
common stock warrants, $130,000 in accumulated other comprehensive
loss and a $252.05 million accumulated deficit.
Deloitte & Touche LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013. The independent auditors noted
that the Company does not expect to be able to repay its existing
debt at their scheduled maturities. The Company's financing
needs, its recurring net losses, and its excess of liabilities
over assets raise substantial doubt about its ability to continue
as a going concern, the auditors stated.
Bankruptcy Warning
The Company said in the Annual Report for the year ended Sept. 30,
2013, "Management's cash flow projections indicate that absent a
refinancing transaction or series of transactions, the Company
will be unable to pay the principal and accumulated unpaid
interest on its Secured Notes and Unsecured Notes when those
instruments mature in November 2014 and February 2015,
respectively. Our liabilities exceed our assets and we do not
have sufficient cash flow from operating activities to repay the
Secured and Unsecured Notes at maturity. Our history of
continuing losses, our financial position, and the substantial
liquidity needs we face, could make refinancing our debt more
difficult and expensive and raises substantial doubt about the
Company's ability to continue as a going concern. Management is
actively engaged in the process of refinancing our existing
indebtedness, including identifying additional potential sources
of cash to refinance, retire or amend Alion's existing long term
debt agreements."
"We have reached a preliminary understanding with the holders of a
majority of our outstanding Unsecured Notes regarding potential
refinancing transactions involving our outstanding indebtedness
and are negotiating a definitive agreement. However, management
can provide no assurance that Alion will be able to enter into a
definitive agreement or conclude a refinancing of its Unsecured
Notes or that additional financing will be available to retire or
replace its Secured Notes, and if available, that the terms of any
transaction would be favorable. Default under the Unsecured Note
Indenture or the Secured Note Indenture could allow our debt
holders to declare all amounts outstanding under the revolving
credit facility, the Secured Notes and the Unsecured Notes to be
immediately due and payable. Any event of default could have a
material adverse effect on our business, financial condition and
operating results if creditors were to exercise their rights,
including proceeding against substantially all of our assets that
secure the Credit Agreement and the Secured Notes, and possibly
cause us to invoke insolvency proceedings including, but not
limited to, a voluntary case under the U.S. Bankruptcy Code,"
the Company added.
AMERICAN BONANZA: Has Until Feb. 3 to Cure Promissory Note Default
------------------------------------------------------------------
American Bonanza Gold Corp. on Jan. 23 advised that it has
received notice from a holder of an Amended and Restated
Promissory Note dated April 1, 2013 issued by the Company, that
the Company is in default of making interest and principal
payments due under the Note. In accordance with the terms of the
Note, the Company has until February 3 to cure a default from the
date it is provided with valid notice.
The Note is one of a series of promissory notes issued by the
Company having a principal amount outstanding of $8.6 million.
The notes are governed by the terms of an inter creditor agreement
that provides that the only holders of a majority of the notes may
take action to recover on the notes, with the result that the
subject Noteholder cannot take action to recover on the note.
Pursuant to the terms of the Inter creditor Agreement, the
Noteholder has also given notice of the default to the other
holders of this series of notes.
The Company is working with the other holders of the notes, who
together represent the majority of the principal amount
outstanding on the notes and a majority of the notes, to negotiate
a sustainable solution to the Company's obligations under the
notes. To date, none of the other holders of the notes have
indicated that they will seek any enforcement action in respect of
the notes. There is no guarantee that a deferral will be
provided, or that the Company will be able to find means of
rectifying the default.
The Company also advised that the common shares of the Company
were voluntarily delisted from the OTCQX effective as of close of
market on January 10, 2014. The common shares of Bonanza continue
to trade on the Toronto Stock Exchange under the symbol "BZA", and
in the US on the OTCQB under the symbol "ABGFF".
Merger
American Bonanza also disclosed that it has entered into a binding
letter agreement with Kerr Mines Inc. to merge their respective
businesses pursuant to an amalgamation or plan of arrangement.
Pursuant to the terms of the Letter Agreement, American Bonanza
and Kerr Mines have agreed to enter into a definitive agreement
for the Transaction. Under the terms of the Transaction, each
American Bonanza Shareholder (other than an American Bonanza
shareholder that exercises dissent rights) will be entitled to
receive 0.53 of a Kerr Mines common shares for approximately every
one (1) common share of American Bonanza held by such shareholder,
subject to adjustment. Currently, Kerr Mines has approximately
392 million Kerr Mines Shares outstanding and American Bonanza has
approximately 234 million American Bonanza Shares outstanding. In
addition, each holder of the outstanding stock options and share
purchase warrants of American Bonanza will receive such number of
replacement options or warrants of Kerr based upon the Exchange
Ratio.
Further, pursuant to the terms of the Letter Agreement, Kerr Mines
has advanced $1,000,000 at an annual interest rate equal to the
prime rate plus 1%, to American Bonanza to satisfy certain amounts
and payables outstanding of American Bonanza. The Loan and a
break fee of $500,000 are payable by American Bonanza in the event
of termination of the Transaction in certain circumstances.
In connection with the Transaction, American Bonanza may settle
certain outstanding unsecured indebtedness through the issue of
American Bonanza Shares. The terms of the settlements have not
yet been determined, but are expected to result in the issue of
approximately 337 million American Bonanza Shares prior to
completion of Transaction. American Bonanza Shares issued to
settle this indebtedness will be exchanged for Kerr Mines Shares
based upon the Exchange Ratio.
Upon completion of the Transaction, the Kerr Mines board will be
reconstituted to consist of five nominees of the Kerr Mines
shareholders and two nominees of the American Bonanza
shareholders. Such directors will hold office until the next
annual meeting of shareholders of Kerr Mines, or until their
successors are elected or appointed.
Completion of the Transaction will be subject to certain standard
conditions including, without limitation: (a) execution of a
definitive agreement by February 15, 2014; (b) satisfactory due
diligence; (c) receipt of all necessary consents, waivers,
permits, exemptions, orders and approvals, including the approval
of each of the Toronto Stock Exchange (the "TSX"), as applicable;
(d) receipt of a fairness opinion concerning the Transaction by
American Bonanza; and (e) receipt of shareholder approval of the
Transaction by the American Bonanza and if required, Kerr Mines
shareholders.
Bonanza is operating the newly constructed Copperstone gold mine
in Arizona, where operations have been suspended pending the
completion of certain work programs and funding efforts, in order
to bring the mine back into production at or above feasibility
design production rates.
About Kerr Mines Inc.
Kerr Mines, a Canadian-based exploration and development company,
is the owner of the McGarry gold mine in Ontario's Kirkland Lake
area. Including the McGarry Mine property, Kerr Mines has
established a sizeable footprint of contiguous gold properties in
Virginiatown on the prolific Larder Lake-Cadillac Break that
extends 200 km east-west straddling the Ontario and Quebec border
and that have produced 95 million ounces of gold in past
operations. The McGarry Mine consists of 33 contiguous patented
mining claims, including three licenses of occupation, totaling
484 hectares. The McGarry Mine is fully permitted and all
equipment and systems at the site have been brought up to
standards.
In addition, in December 2010, Kerr Mines signed a definitive
five-year option agreement for the purchase of up to 100 percent
of the mineral rights on the Kerr-Addison property, which is
adjacent to the McGarry Mine. The Kerr-Addison Gold Mine was one
of Canada's largest gold producers, producing more than 11 million
ounces of gold during a 58-year operating life from 1938 to 1996.
In December 2012, Kerr Mines completed the purchase of the mineral
rights on 18 mining claims totaling 627 acres (the Barber-Larder
Property) located on the western boundary of the McGarry Mine.
About American Bonanza Gold Corp.
American Bonanza Gold Corp. -- http://www.americanbonanza.com/--
is an exploration-stage mining company. The Company is engaged in
the identification, acquisition, exploration and development of
precious metals properties located in the United States and
Canada. The Company's principal property is Copperstone project,
which is located in Arizona. It has interests in several other
exploration projects located in Arizona and Nevada. Bonanza
Explorations Inc. is the Company's wholly owned subsidiary.
Bonanza Explorations Inc. owns the Copperstone Property in
Arizona, Gold Bar Project, Nevada, and other exploration
properties located in Arizona and Nevada. In March 2011, the
Company and Golden Band Resources Inc. (Golden Band) acquired
Barrick Gold Corp.'s Iskut Joint Venture interest with 47.5% to
the Company and 52.5% to Golden Band.
AMERICAN DENTAL: Moody's Says $15MM Add-on No Impact on B3 CFR
--------------------------------------------------------------
Moody's Investors Service said that American Dental Partners,
Inc.'s ("ADPI") $15 million add-on to its $205 million term loan
due February 2018 is credit-positive, but does not currently
impact the B3 Corporate Family Rating, B2 rating for the senior
secured credit facilities, or negative outlook.
The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
Headquartered in Wakefield, Massachusetts, American Dental
Partners, Inc. ("ADPI") is a leading provider of dental practice
management ("DPM") services in the United States. The company
provides dental facilities, support staff and comprehensive
business support functions under management services agreements
("MSA") to its affiliated dental groups. ADPI provides all
services necessary for the administration of the non-clinical
aspects of the dental operations (e.g. organizational planning, IT
support, and financial reporting) while the affiliated practices
are responsible for providing dental care to patients. American
Dental Partners is privately-owned by financial sponsor JLL
Partners, Inc. During the twelve months ended September 30, 2013,
the company generated net revenues of approximately $287 million.
ARCAPITA BANK: Court Approves Tide/Hopper Settlement
----------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York approved a settlement agreement resolving
disputes arising from the purchase of Tide Natural Gas Storage I,
LP f/k/a Alinda Natural Gas Storage I, LP and Tide Natural Gas
Storage II, LP f/k/a Alinda Natural Gas Storage II, LP, of Falcon
Gas Storage Company, Inc.'s membership interests in NorTex Gas
Storage Company.
Pursuant to an escrow agreement in relation to the NorTex
purchase, $70,046,117 is being held in an escrow account under the
control of HSBC Bank USA, National Association, acted as escrow
agent.
John Hopper and several individuals filed suit against, among
others, Falcon, Arcapita Bank, and other defendants in two
separate actions in Texas state court. The claims in the Hopper
Action related to Tide's purchase of Falcon's membership interests
in NorTex. A settlement was agreed in the Hopper Action. The
settlement provides that Falcon and one of the defendants will pay
the Hopper Parties a total of $14,750,000 in two installments. Of
that amount, $8,250,000 remained owing to the Hopper Parties.
A dispute also arose between Tide and Falcon/Arcapita relating to
Tide's purchase of Falcon's membership interests in NorTex and
Tide's claim to funds in the escrow account. Tide commenced an
action against Falcon/Arcapita and HSBC in relation to its claim.
The Tide/Hopper settlement approved by the bankruptcy court
resolves disputes and claims filed by the Hopper Parties against
the Debtors, and the claims filed by Tide and HSBC against the
Debtors. The settlement agreement also resolves and deemed the
federal and state court actions and adversary proceedings relating
to the NorTex purchase dismissed.
The Tide/Hopper settlement also provides that $44,000,000 will be
disbursed to Tide, while $7,177,500 will be disbursed to or on
behalf of the Hopper Parties. Of the Hopper Distribution,
$6,044,057 will be paid to the attorneys for the Hopper Parties,
Andrews Kurth LLP, while $1,133,441 will be disbursed to Falcon.
Law360 reported that, alongside the approval of the Tide/Hopper
settlement, Judge Lane on Jan. 21 also approved the reorganization
plan of an Arcapita Bank BSC subsidiary. The report related that
Judge Lane praised everyone involved in the deal, which ended
various lawsuits and bankruptcy claims and requests for claim
subordination among a complicated web of parties tied to the 2010
sale of a company owned by Falcon.
About Arcapita Bank
Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012. The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.
Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.
The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.
Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc.,
served as its financial advisor and investment banker.
Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank. Arcapita is not a domestic bank licensed in the United
States. Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain. The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters. The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.
The Arcapita Group had roughly US$7 billion in assets under
management. On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion. The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.
Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.
Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.
As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.
A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:
http://bankrupt.com/misc/arcapita.doc1265.pdf
The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013.
ARMORWORKS ENTERPRISES: Jan. 29 Initial Confirmation Hearing Set
----------------------------------------------------------------
U.S. Bankruptcy Judge Brenda Moody Whinery is set to hold an
initial hearing on Jan. 29 in connection with the proposed
restructuring plan for ArmorWorks Enterprises LLC and its
subsidiary.
The Jan. 29 hearing will be a non-evidentiary hearing where the
ballot report will be considered and any objections will be
assessed.
In case there are no unresolved objections, Judge Whinery may
consider confirmation of the plan at the initial hearing but the
bankruptcy judge may still require that evidence or offers of
proof supporting the confirmation be presented. If an evidentiary
hearing is required, a continued confirmation hearing date will be
scheduled.
Judge Whinery approved on Dec. 30 the outline of the plan or the
so-called disclosure statement. The disclosure statement provides
creditors with information about the restructuring plan to help
them decide whether to accept or reject the plan.
The restructuring plan was jointly proposed by ArmorWorks and its
subsidiary Techfiber LLC, C Squared Capital Partners LLC, Anchor
Management LLC, ArmorWorks Inc., William Perciballi and the
unsecured creditors' committee.
The plan proposes to pay all claims against and member equity
interests in ArmorWorks and Techfiber through a sale of assets or
equity. Proceeds from the sale will be used to pay off creditors
and members of ArmorWorks.
Earlier, Judge Whinery approved the bid process proposed by
ArmorWorks and Techfiber in connection with the sale of their
assets or equity of the reorganized companies.
Pursuant to the bid procedures, interested buyers are required to
submit their bids by Feb. 7. An auction will be held on Feb. 21
at the Phoenix office of Gallagher & Kennedy, P.A.
A status hearing regarding the auction will be held on Feb. 19
while a hearing to consider approval of the sale is scheduled for
March 4.
Proposed Treatment of Claims
Under the latest version of the disclosure statement, creditors
holding secured claims under Class 2 will retain their pre-
bankruptcy liens in their collateral.
The claims will be satisfied (i) through the abandonment or
transfer of the collateral to the secured creditors, or the
allowance of the claims (in which case the creditors have the
right to assert a general unsecured claim paid under Class 4 or 5
for any deficiency); (ii) any pre-bankruptcy default under the
applicable contract and security documents will be cured on the
effective date of the plan and regular payments will be made to
the creditors; or (iii) payment in full of the claims with
interest from and after the effective date at the greater of the
non-default contract rate of interest or 3% simple interest per
annum.
Creditors with secured claims for 2012 and 2013 property taxes
will retain their liens on the property. These Class 3 secured
tax claims will be paid in full.
Unsecured claims against ArmorWorks under Class 4 will accrue
interest from and after the effective date at the rate of 3.25%
per annum simple interest. Creditors will receive payment after
all administrative and priority claims are paid in full.
Meanwhile, unsecured claims against Techfiber under Class 5 will
accrue interest from and after the effective date at the rate of
3.25% per annum simple interest. Holders of such claims will also
be paid after the payment in full of all administrative and
priority claims.
Class 6 consists of the 40% member equity interest of C Squared
and the 60% member equity interest of AWI in ArmorWorks, which
will be deemed allowed under the plan.
If the transaction is an asset sale, all member equity interests
in ArmorWorks will be retained by the members at closing of the
sale. However, all member equity interests in ArmorWorks will be
cancelled if it is an equity sale.
Class 7 consists of the 100% member equity interest of ArmorWorks
in TechFiber. Under the plan, if the transaction is an asset
sale, ArmorWorks will retain its interest, and TechFiber will be
reorganized solely for the purpose of liquidating any excluded
assets and the dissolution of the reorganized companies.
If the transaction is an equity sale, ArmorWorks' interest in
TechFiber will disposed of unless it is an excluded asset. If the
deal is an equity sale and the company's interest in Tech Fiber is
an excluded asset, it will be transferred to a liquidating trust,
along with all other excluded assets.
Meanwhile, all Class 8 general unsecured claims asserted by any
subsidiary against ArmorWorks and Techfiber will be deemed
satisfied as a result of the closing of the transaction. No
distributions will be made to holders of those claims.
A full-text copy of the disclosure statement is available without
charge at http://is.gd/NYi0Fd
About ArmorWorks
Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.
ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products. ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.
The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as
financial advisor. ArmorWorks estimated $10 million to $50
million in assets and liabilities.
As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.
The Plan filed in the Debtors' cases would resolve the ongoing
dispute with C Squared by allowing ArmorWorks to redeem C
Squared's 40 percent minority interest, or alternatively, allow C
Squared to purchase the 60 percent majority interest of AWI.
ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.
BANK OF UNION: FDIC Named as Receiver; BancFirst Assumes Deposits
-----------------------------------------------------------------
The Bank of Union, El Reno, Oklahoma, was closed Friday by the
Oklahoma State Banking Department, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with BancFirst, Oklahoma City, Oklahoma, to
assume all of the deposits of The Bank of Union.
The two branches of The Bank of Union will reopen as branches of
BancFirst during their normal business hours. Depositors of The
Bank of Union will automatically become depositors of BancFirst.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship in order
to retain their deposit insurance coverage up to applicable
limits.
Customers of The Bank of Union should continue to use their
existing branch until they receive notice from BancFirst that it
has completed systems changes to allow other BancFirst branches to
process their accounts as well.
This evening and over the weekend, depositors of The Bank of Union
can access their money by writing checks or using ATM or debit
cards. Checks drawn on the bank will continue to be processed.
Loan customers should continue to make their payments as usual.
As of September 30, 2013, The Bank of Union had approximately
$331.4 million in total assets and $328.8 million in total
deposits. In addition to assuming all of the deposits of the
failed bank, BancFirst agreed to purchase approximately $225.5
million of the failed bank's assets. The FDIC will retain the
remaining assets for later disposition.
The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $70.0 million. Compared to other alternatives,
BancFirst's acquisition was the least costly resolution for the
FDIC's DIF. The Bank of Union is the second FDIC-insured
institution to fail in the nation this year, and the first in
Oklahoma. The last FDIC-insured institution closed in the state
was First Capital Bank, Kingfisher, on June 8, 2012.
BATE LAND: Feb. 11 Hearing to Confirm Chapter 11 Plan
-----------------------------------------------------
The Bankruptcy Court will convene a hearing on Feb. 11, 2014, at
10:00 a.m., to consider the confirmation of Bate Land & Timber,
LLC's Chapter 11 Plan, as amended and supplemented.
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina, Wilmington Division,
conditionally approved the disclosure statement explaining Bate
Land & Timber, LLC's Plan of Reorganization, as reported in the
TCR on Sept. 10, 2013.
The Plan proposes to sell all of the Debtor's real property valued
at $47,032,125, and personal property valued at $6,445,499.
Proceeds from the asset sales will fund the Plan. The liens
secured by the Debtor's property will attach to the net proceeds
of the sale remaining after payment costs of sale and all
reasonable and ordinary closing costs.
A full-text copy of the Plan, dated Aug. 30, 2013, is available
for free at http://bankrupt.com/misc/BATELANDds0830.pdf
As reported in the TCR on Dec. 6, 2013, Bate Land Company LP filed
an objection to the confirmation of the Debtor's Plan. The Plan
proposes to pay nothing to BLC because, the Debtor contends, BLC's
debt was fully satisfied prior to the filing of the Chapter 11
petition.
About Bate Land & Timber
Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on July 25,
2013 (Case No. 13-04665, E.D.N.C.). Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.
The Debtor listed estimated assets of $10 million to $50 million
and estimated debts of $100,001 to $500,000. The petition was
signed by Brad Cheers, manager.
The Plan filed in the case proposes to sell all of the Debtor's
real property valued at $47,032,125, and personal property valued
at $6,445,499. Proceeds from the asset sales will fund the Plan.
The liens secured by the Debtor's property will attach to the net
proceeds of the sale remaining after payment costs of sale and all
reasonable and ordinary closing costs.
The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.
BATE LAND: Wants Solicitation Period Extended Until April 1
-----------------------------------------------------------
Bate Land & Timber, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina to extend until April 1 its
exclusive period to solicit acceptances for the chapter 11 plan.
The Debtor filed its Plan on Aug. 30, 2013. The confirmation
hearing for the Plan is scheduled for Feb. 11, 2014. The deadline
for the 180-day period for obtaining confirmation of the Debtor's
Plan was set for Jan. 22.
The Debtor explains that since the hearing on confirmation of the
Plan is after the current deadline, the Debtor requests that the
180-day period for obtaining confirmation of the Debtor's Plan be
extended until April 1.
The Plan
As reported in the TCR on Sept. 10, 2013, Judge Stephani W.
Humrickhouse of the U.S. Bankruptcy Court for the Eastern District
of North Carolina, Wilmington Division, conditionally approved the
disclosure statement explaining Bate Land & Timber, LLC's Plan of
Reorganization.
The Plan proposes to sell all of the Debtor's real property valued
at $47,032,125, and personal property valued at $6,445,499.
Proceeds from the asset sales will fund the Plan. The liens
secured by the Debtor's property will attach to the net proceeds
of the sale remaining after payment costs of sale and all
reasonable and ordinary closing costs.
A full-text copy of the Plan, dated Aug. 30, 2013, is available
for free at http://bankrupt.com/misc/BATELANDds0830.pdf
Bate Land Company LP has objected to confirmation of the Debtor's
Plan of Reorganization. The Plan proposes to pay nothing to BLC
because, the debtor contends, BLC's debt was fully satisfied prior
to the filing of the Chapter 11 petition.
About Bate Land & Timber
Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on July 25,
2013 (Case No. 13-04665, E.D.N.C.). Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.
The Debtor listed estimated assets of $10 million to $50 million
and estimated debts of $100,001 to $500,000. The petition was
signed by Brad Cheers, manager.
The Plan filed in the case proposes to sell all of the Debtor's
real property valued at $47,032,125, and personal property valued
at $6,445,499. Proceeds from the asset sales will fund the Plan.
The liens secured by the Debtor's property will attach to the net
proceeds of the sale remaining after payment costs of sale and all
reasonable and ordinary closing costs.
The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.
BELLE FOODS: Haskell Slaughter Withdraws as Committee Co-Counsel
----------------------------------------------------------------
Scott Williams, Jennifer B. Kimble and the law firm of Haskell
Slaughter Young & Rediker, LLC, withdrew as co-counsel for the
Official Committee of Unsecured Creditors of Belle Foods, LLC.
The counsel also requests that their name, mailing address and
email address be removed from the Matrix or service list
maintained by the Court and the Noticing Agent. They did not
state the reason for the withdrawal.
About Belle Foods
Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.
The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller. The stores are in Florida, Georgia,
Alabama and Mississippi.
Belle Foods disclosed $64,408,112 in assets and liabilities of
$18,836,157 plus an unknown amount.
D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.
BELLE FOODS: Files Amended Schedules of Assets and Liabilities
--------------------------------------------------------------
Belle Foods, LLC, submitted to the U.S. Bankruptcy Court for the
Northern District of Alabama amended schedules of assets and
liabilities, disclosing:
Assets Liabilities
----------- -----------
A. Real Property $3,647,901
B. Personal Property $61,324,158
C. Property Claimed as Exempt
D. Creditors Holding Secured Claims Unknown
E. Creditors Holding Unsecured
Priority Claims $2,453,416
F. Creditors Holding Unsecured
Nonpriority Claims $14,173,671
----------- -----------
Total $64,972,059 Unknown
A copy of the Amended Schedules is available at:
http://bankrupt.com/misc/BELLE_SALAMENDED1230.pdf
About Belle Foods
Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.
The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller. The stores are in Florida, Georgia,
Alabama and Mississippi.
D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.
Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.
BENTLEY PREMIER: Bid to Review Rejection of HHDU Hiring Opposed
---------------------------------------------------------------
In the Chapter 11 case of Bentley Premier Builders LLC, parties-
in-interest Mark Smith Custom Homes, Inc., Peckham Custom
Builders, Ltd., Don Chiles, Bill Loughborough, Teresa
Loughborough, and Mark Pitts, object to Hiersche, Hayward,
Drakeley & Urbach, P.C.'s "Motion for Reconsideration of and to
Alter and Amend the Order Denying Application to Employ Hiersche,
Hayward, Drakeley & Urbach, P.C."
The Court denied the Debtor's request to employ Hiersche Hayward
after two full days of an evidentiary hearing that involved
testimony and dozens of exhibits.
Hiersche Hayward seeks reconsideration of the Court's order,
apparently on the grounds that the Court did not do a good enough
job considering the evidence before it and in weighing the
credibility of one of the firm's main witnesses, Sandra Golgart,
who also served as the fiduciary in charge of the Debtor.
Mark Smith Custom Homes et al. contend that Hiersche Hayward does
not identify any change in controlling law, newly-discovered
evidence, or actual "manifest error" of law or fact. Instead, it
simply seeks a "do-over," asking the Court to disregard its
careful examination of the record and reach a different, more
favorable result for them. There are no valid grounds for doing
so, and the Court should deny the Motion.
Mark Smith Custom Homes et al. said that Hiersche Hayward relies
on selective evidence as if that were the only evidence presented
during the trial. It ignores the sworn testimony of Ms. Golgart
at the 341 meeting, which brought out the inconsistencies and
contradictions in the firm's position. Hiersche Hayward also
ignores that the Court can judge the credibility of Ms. Golgart.
Mark Smith Custom Homes et al. also noted that, only after
questioning, Hiersche Hayward finally admitted it received post-
petition transfers. Despite testimony from the firm's Gerald P.
Urbach, Esq., at the first hearing that he would return any money
without being asked, the firm has still not returned the post-
petition transfers despite demand by the Trustee. To date, the
funds have not been paid. In fact, the firm tries to take credit
for negotiating cash collateral orders when it failed to disclose
to the Court, the lender and presumably the Debtor, that it was
holding cash collateral. The firm only disclosed to the Court it
held post-petition funds three months after the bankruptcy was
filed. This actual conflict should be dispositive. Mark Smith
Custom Homes et al. pointed out that there are no cases in which a
proposed general counsel has been employed in such an adverse
position.
Mark Smith Custom Homes et al. also noted that the firm's legal
bills reflect that Bentley paid 90% of the legal bill for the
state court disqualification hearing in which the Court considered
the disqualification of the firm for both Bentley and Ms. Golgart.
The firm states it has investigated whether Bentley had any claims
against Ms. Golgart yet their time records reflect no such
investigation, Mark Smith Custom Homes et al. said. In fact,
their exhibits reflect payments due from Ms. Golgart to Bentley.
Additionally, evidence was presented at the first hearing which
showed that Ms. Golgart's legal bills were being paid by Bentley.
HHDU cannot be the party investigating claims against Ms. Golgart
while simultaneously defending her.
Mark Smith Custom Homes et al. also said the firm tries to take
credit for the appointment of the Chapter 11 Trustee. The Debtor
only consented on the eve of the hearing after facing three
different motions to appoint a Chapter 11 Trustee. It was a fait
accompli. It is interesting that the firm discloses in a public
pleading its advice which should be privileged information.
About Bentley Premier
Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of selling high-end residential lots and
building high-quality luxury homes. The Debtor owns and develops
lots, primarily in the two subdivisions known as Normandy Estates,
which straddles both Denton and Collin Counties, near the
intersection of Spring Creek Parkway and Midway Road in Plano, and
Wyndsor Pointe, which is located in Frisco off Stonebrook Parkway,
one-half mile west of the Dallas North Tollway. The company has
100 vacant residential lots, with listing prices ranging from
$150,000 to $900,000. In addition to these vacant lots, the
company owns a model house and an Amenities Center in Normandy
Estates, two houses in Wyndsor Pointe, some common areas and an
approximately 5-acre tract zoned for commercial use.
Bentley filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
13-41940) on Aug. 6, 2013 in Sherman, Texas. The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.
The Phillip M. Pourchot Revocable Trust (led by co-trustee Phillip
M. Pourchot) and Sandy Golgart each hold a 50% member's interest
in the Debtor. Ms. Golgart signed the bankruptcy petition.
The Debtor sought bankruptcy after Starside LLC, an entity owned
by Phillip Pourchot, acquired the note issued to Sovereign Bank
for a $7,250,000 loan, and served notice of its attempt to
foreclose upon properties securing the note.
Judge Brenda Rhoades presides over the case.
The Debtor tapped Gerald P. Urbach, Esq., and Jason A. Katz, Esq.,
at Hiersche, Hayward, Drakeley & Urbach, P.C., in Addison, Texas.
The Court, however, denied the application.
A chapter 11 trustee was appointed following motions filed by the
U.S. Trustee and the Pourchot Trust. Jason R. Searcy, the Chapter
11 trustee, tapped to employ Joshua P. Searcy, Esq., at Searcy &
Searcy, P.C. as attorneys, and Gollob, Morgan, Peddy & Co., P.C.,
as accountants.
The deadline to file claims against and interest in the Debtor
expired Dec. 5, 2013. Governmental entities have until Feb. 3,
2014, to file proofs of claim.
BIG M: Settles Dispute With Buyer Over Purchase Price
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
a stipulation and consent order resolving the dispute between
Big M, Inc., and YM LLC USA, the purchaser of the Debtor's assets,
with respect to the asset purchase agreement dated April 5, 2013,
as supplemented.
The Debtor related that the transaction set forth in the APA was
consummated on May 28, 2013. Subsequent to the June 20 closing,
the Debtor, through its counsel, informed the Court of these
disputed issues regarding the purchase price:
1) value of the Debtor's inventory;
2) 3% discount on the total cost of goods; and
3) discount for post-inventory count "shrinkage" or "theft."
The purchaser has also alleged that the Debtor is responsible for
payment on account of a medical insurance dispute amounting to
$130,000.
The stipulation provides for the resolution of the purchase price
dispute:
i) within five days of the Effective Date, the purchaser will
pay to the Debtor in good funds the sum of $500,000;
ii) within five days of the execution of the stipulation, the
Debtor will deliver to the purchaser a schedule evidencing
that all undisputed cure amount have been paid and that any
remaining disputed cure amount have been placed into a
segregated account;
iii) the Debtor will diligently and in good faith pursue a
resolution of the disputed cure amounts and will use its
best effort to settle the disputed cure amount by Feb. 28,
2014, subject to extensions granted by the Bankruptcy Court;
and
iv) within five business days of the Effective Date, the Debtor
will pay to the purchaser $65,000 to resolve the medical
insurance dispute.
About Big M
Totowa, New Jersey-based Big M, Inc., filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013, with Salus
Capital Partners, LLC, funding the Chapter 11 effort. Judge
Donald H. Steckroth presides over the case.
At the time of the bankruptcy filing, Big M was the owner of
Mandee, Annie sez, and Afazxe Stores. The Mandee brand is a
juniors fashion retailer with 84 stores in Illinois and along the
East Coast. Annie sez is a discount department-store retailer for
women with 35 stores. Afaze is 10-store jewelry and accessory
chain.
Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor. PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor. GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.
Attorneys at Becker Meisel LLC serve the Debtor as conflicts
counsel.
The Debtor disclosed $21,384,430 in assets and $21,374,057 in
liabilities as of the Chapter 11 filing.
The Official Committee of Unsecured Creditors has tapped Cooley
Godward Kroish, LLP, as its counsel, and CBIZ Accounting, Tax and
Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as
its financial advisor.
In mid-2013, the Bankruptcy Court authorized the Debtor to sell
substantially all of its assets to YM LLC USA, formerly known as
YM Inc USA.
BIG SANDY: Court Confirms Liquidating Chapter 11 Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado confirmed
on Jan. 21 the plan proposed by Big Sandy Holding Company to exit
Chapter 11 protection.
Under the plan dated Nov. 5, 2013, all four classes of claims are
impaired and holders of those claims will receive pro rata
distribution of cash from the estate.
Holders of Class 1 (General Unsecured Claims), Class 2 (Sub.
Debt's Unsecured Claims) and Class 3 (TruPS Unsecured Claims) will
recover an estimated 3.25% to 18.25% of the allowed claim amount,
while holders of Class 4 (Equity Interests) will recover nothing.
About Big Sandy Holding
Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended. Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.
Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.
Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel. In its petition, Big Sandy estimated $10 million to
$50 million in assets and debts. The petition was signed by Dan
Allen, chairman/CEO/president.
In February 2013, the Bankruptcy Court authorized Big Sandy to
sell substantially all of its assets -- essentially 100% of the
issued and outstanding capital stock of its wholly owned bank
subsidiary, Mile High Banks -- to Strategic Growth Bancorp
Incorporated, the successful bidder. The total consideration
includes $5,500,000 (payable via (a) offsetting all amounts
outstanding under the DIP Loan Agreement on the closing date, (b)
$3,000,000 to the broker and (c) the remaining amounts to the
Debtor), the allocation of the tax refund, the assumption of the
assumed contract liabilities and the recapitalization of the Bank.
The Strategic transaction would recapitalize the Bank in
accordance with regulatory requirements -- by up to $90 million.
Richard A. Wieland, U.S. Trustee for Region 19, was unable to form
an official committee of unsecured creditors in the Debtor's
case.
BIOZONE PHARMACEUTICALS: Obtains $2.6-Mil. From Private Placement
-----------------------------------------------------------------
Biozone Pharmaceuticals, Inc., closed on the sale of 5,500,000
shares of common stock in a private placement offering to eight
accredited investors in exchange for $2,750,000. The investors
were also issued 5,500,000 10-year warrants exercisable at $0.50
per share. Palladium Capital Advisors, LLC, acted as placement
agent for the offering. The net proceeds to the Company were
$2,612,500.
The common stock and warrants sold have not been registered under
the Securities Act of 1933 and were issued and sold in reliance
upon the exemption from registration contained in Section 4(a)(2)
of the Act and Rule 506(b) promulgated thereunder.
About Biozone Pharmaceuticals
Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours. The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com. During late February 2011, the Company began to
explore alternatives to its original business plan. On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products. On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.
Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses. On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date. Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.
On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.
Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011. The Company's balance
sheet at Sept. 30, 2013, showed $7.59 million in total assets,
$18.05 million in total liabilities and a $10.45 million total
shareholders' deficiency.
Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012. The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079. These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.
BIXI: In Bankruptcy Due to $50-Mil. Debt
----------------------------------------
Andy Riga, writing for The Montreal Gazette, reported that Bixi,
the bike-sharing service, was not supposed to cost the city of
Montreal a cent but taxpayers could be on the hook for tens of
millions of dollars, the city admitted on Jan. 21.
According to the report, the bike-sharing service's debt is almost
$50 million.
Citing Bixi's "grim financial portrait," Mayor Denis Coderre
announced he had forced the city-controlled non-profit company to
enter bankruptcy protection, the report related.
Though he wants Bixi out of the international bike-sharing
business, Coderre said he would like to see Bixi continue to roll
in Montreal, the report further related.
"We will have Bixi in Montreal this summer," he said, noting many
users have purchased memberships, the report cited. Keeping Bixi
operating in the city in 2014 could cost taxpayers a further $1.5
million.
BON-TON STORES: Gabelli Funds Stake at 4% as of Jan. 17
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Gabelli Funds, LLC, and its affiliates
disclosed that as of Jan. 17, 2014, they beneficially owned
700,000 shares of common stock of The Bon-Ton Stores, Inc.,
representing 4 percent of the shares outstanding. A copy of the
regulatory filing is available for free at http://is.gd/JW39A7
About Bon-Ton Stores
The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 10 furniture galleries, in 25 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.
For the 39 weeks ended Nov. 2, 2013, the Company reported a net
loss of $64.89 million. The Company incurred a net loss of $21.55
million for the year ended Feb. 2, 2013, following a net loss of
$12.12 million for the year ended Jan. 28, 2012. The Company's
balance sheet at Nov. 2, 2013, showed $1.80 billion in total
assets, $1.75 billion in total liabilities and $48.87 million in
total shareholders' equity.
* * *
As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.
"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.
As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.
BWAY HOLDING: S&P Revises Outlook to Stable & Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Atlanta-
based BWAY Holding Co. and all related rated entities, including
BOE Intermediate Holding Corp., BWAY Parent Co. Inc., and BWAY
Corp. (collectively, BWAY), to stable from negative.
At the same time, S&P affirmed its 'B' corporate credit rating on
BWAY.
S&P affirmed the 'B' issue ratings on BWAY's existing secured
debt. The '3' recovery rating is unchanged, and indicates S&P's
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.
S&P affirmed the 'CCC+' issue ratings on BWAY's existing unsecured
debt. The '6' recovery rating indicates S&P's expectation of
negligible (0% to 10%) recovery in the event of payment default.
"The outlook revision to stable reflects the company's successful
realization of various synergies from the Ropak Packaging
acquisition coupled with our expectation of stable operating
trends of the overall business," said Standard & Poor's credit
analyst Henry Fukuchi. The outlook revision also is based on
S&P's expectation of adequate liquidity and decent cash flow
generation in the next few years. Based on S&P's scenario
forecasts, it expects total adjusted debt to EBITDA to remain
elevated between 6x to 7x and funds from operations (FFO) to total
adjusted debt to remain in the high-single-digit percentage area
in the next few years. S&P treats about $620 million of paid-in-
kind (PIK) notes as debt in its calculations. In light of the
company's high leverage metrics, there is little room for
deterioration at the current ratings. While S&P do not expect
leveraged acquisitions or dividends, any deterioration from
current credit metrics would result in lower ratings.
The outlook is stable. S&P believes BWAY's predictable
profitability, sustainable synergies achieved from the Ropak
acquisition, moderate free cash flow, and adequate liquidity
should support the current ratings. S&P's expectation at the
current rating includes an FFO to total adjusted debt ratio in the
high-single-digit percentage area and sufficient availability
under its revolver supporting adequate liquidity.
S&P could lower the ratings if operating performance deteriorates
modestly from current levels and the company's ratio of FFO to
total adjusted debt drops to about 5% with no clear prospects of
recovery or if the company's liquidity position deteriorates
materially. A decline in FFO to adjusted debt could result from
sharp increases in raw material costs or weaker demand trends in
key end markets. In such a scenario, EBITDA margins could
decrease by more than 200 basis points or revenue could decline by
more than 10% from expectations. A downgrade is also possible if
leverage increases for other reasons, including shareholder
distributions or debt-funded acquisition activity.
S&P could consider a modest upgrade if the company can improve its
FFO to total adjusted debt ratio to 12% or more consistently and
approach future growth spending and shareholder distributions in a
credit-supportive manner. This could happen if EBITDA margins
increase about 300 basis points from current levels with at least
15% revenue growth. The company could achieve such a scenario if
it benefits from efficiency initiatives, pricing gains, and easing
raw material cost pressures, along with a favorable recovery in
the housing market. For an upgrade, S&P would also need evidence
that future financial policy decisions will support an improved
financial risk profile.
CAESARS ENTERTAINMENT: Bank Debt Trades at 4% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
96.47 cents-on-the-dollar during the week ended Friday, January
24, 2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal. This represents
an increase of 0.25 percentage points from the previous week, The
Journal relates. Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility. The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating. The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees. Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names. The Company has its corporate
headquarters in Las Vegas.
Harrah's announced its re-branding to Caesar's on mid-November
2010.
The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year. The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.
* * *
Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.
As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.
In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.
"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.
CENTENNIAL BEVERAGE: Can Use Cash Collateral Until Jan. 31
----------------------------------------------------------
Centennial Beverage Group, LLC and Compass Bank signed an
agreement, which allows the company to use the bank's cash
collateral until January 31.
Centennial Beverage's use of the cash collateral will be in
accordance with the line item budget, which can be accessed at for
free at http://is.gd/a559tj
Compass Bank is represented by:
J. Frasher Murphy, Esq.
Matthew T. Ferris, Esq.
WINSTEAD PC
500 Winstead Building
2728 N. Harwood Street
Dallas, TX 75201
Fax: 214.745.5390
E-mail: fmurphy@winstead.com
mferris@winstead.com
About Centennial Beverage
Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers. The 75-year-old-company once
had 70 stores throughout Texas. They are now concentrated in the
Dallas-Fort Worth area. Sales for the year ended in November 2012
were $158 million. Year-over-year, revenue was down 50%,
according to a court filing. In its schedules, the Debtor
disclosed $24,053,049 in assets and $48,451,881 in liabilities as
of the Petition Date.
Robert Dew Albergotti, Esq., and Ian T. Peck, Esq., at Haynes and
Boone, LLP, in Dallas, serve as counsel to the Debtor. M. Jack
Martin, III, Esq., at Jack Martin & Associates, in Austin, Tex.,
serves as special counsel. RGS LLC serves as the Debtor's
financial advisor. BYGH Tax Consulting is property tax consultant
to the Debtor.
The Official Committee of Unsecured Creditors has retained Munsch
Hardt Kopf & Harr, P.C. as its attorneys, and Lain, Faulkner &
Co., P.C. as financial advisors.
CHRYSLER GROUP: Fiat Chief to Propose U.S. Stock Listing
--------------------------------------------------------
Gilles Castonguay and Telis Demos, writing for The Wall Street
Journal, reported that Fiat SpA's chief executive is set to
propose to the board a U.K. tax home for the new group being
created by the Italian auto maker's takeover of Chrysler Group
LLC, and listing it on a New York exchange, according to people
familiar with the plans.
According to the report, Sergio Marchionne's proposal would mirror
the direction taken last year by Fiat's sister company, CNH
Industrial NV, of which he's chairman. It would help him avoid
making the politically difficult choice between Italy and the U.S.
as the headquarters for the new group, and could allow the company
to pay less tax on dividends.
Fiat's board would still need to approve the proposals. Mr.
Marchionne has overseen Fiat's gradual acquisition of Chrysler
since 2009 and now aims to consolidate the two companies to create
the world's seventh largest auto maker, the report related.
Mr. Marchionne is also expected to propose New York as the market
for the group's primary stock listing, the report said. Mr.
Marchionne suggested strongly last week in a briefing with
reporters that the combined Fiat-Chrysler would seek a U.S. stock
listing, because it could give the group greater access to capital
than Milan, where Fiat's stock trades.
The upcoming proposals to the board were first reported by
Bloomberg. The proposals would come alongside the presentation of
Fiat and Chrysler's results for the fourth quarter and all of
2013, which the board is to review ahead of their Jan. 29
publication.
About Chrysler Group
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products. Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck. Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.
Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002). The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.
In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat. Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.
* * *
Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.
CONSTAR INTERNATIONAL: U.S. Trustee Forms 5-Member Creditors Panel
------------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, has appointed
five creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Constar International
Holdings LLC, et al.
The Committee is consists of:
1. DAK Americas
Attn: Veronica Ramirez Briones
5925 Carnegie Blvd, Suite 500
Charlotte, NC 28209
Tel: (704) 940-7576
Fax: (704) 940-7560
2. Lotte Chemical UK Limited
Attn: Mark Kenrick
Davies Offices, Wilton Site
Redcar TS10 4XZ, United Kingdom
Tel: (0)1642451234
Fax: (0)1642451328
3. QLOG Limited
Attn: Jim Harlow
5th Floor Towers Point
Wheelhouse Road, Rugeley
Staffs. WS15 1UN, United Kingdom
Tel: (0)1899 503740
Fax: (0)1899 586703
4. Morssinkhof Plastics Zeewolde B.V.
Attn: Bart de Vries
Industrieweg 55
3899 at Zeewolde, Netherlands
Tel: 31 544 372306
Fax: 31 544 375735
5. Pension Benefit Guaranty Corporation
Attn: Craig Yamaoka
1200 K. Street NW
Washington, D.C. 20005-4026
Tel: (202) 326-4070 x3614
Fax: (202) 842-2643
About Constar International
Privately held Constar International Holdings and nine affiliated
debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case
No. 13-13281) on Dec. 19, 2013.
Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.
Judge Christopher S. Sontchi oversees the 2013 case.
This is Constar International's third bankruptcy. Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009. Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.
The new petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.
Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.
Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.
COOPER TIRE: Apollo Tyres Open to Transactions
----------------------------------------------
Chad Bray, writing for The New York Times' DealBook, reported that
Apollo Tyres of India remains open to future strategic
acquisitions despite the collapse last year of a potential $2.5
billion deal with the Cooper Tire and Rubber Company, its vice
chairman said on Jan. 24.
According to the report, the deal would have been the largest-ever
Indian acquisition of an American company and would have made
Apollo one of the 10 largest tire producers in the world, a long-
term goal.
The transaction, which was derailed by problems with a joint
venture in China and a dispute with a labor union in the United
States, ultimately landed the companies in court, with Cooper
trying to force the merger's completion, the report related.
Cooper terminated the transaction in December, and the companies
are now sparring over potential breakup fees.
Neeraj Kanwar, Apollo's vice chairman and managing director, told
DealBook that the Indian firm was open to acquisitions that would
expand its geographic reach, give it access to new technology or
propels it into the top echelon of tire producers worldwide, the
report further related.
"It has to be a good marriage," the report cited Mr. Kanwar, who
was attending the World Economic Forum.
Cooper is a Delaware corporation with its principal executive
offices located in Findlay, Ohio. Cooper is the parent company of
a global family of companies that specialize in the design,
manufacture, marketing and sales of passenger car and light truck
tires. Cooper has joint ventures, affiliates and subsidiaries
that also specialize in medium truck, motorcycle and racing tires.
The Individual Defendants are directors and officers of the
Company.
CROSSROADS CHARTER: S&P Cuts LT Rating on 2012/2007 Bonds to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on Crossroads Charter Academy, Mich.'s (the
academy) series 2012 public school academy revenue bonds and
series 2007 revenue bonds. The outlook is stable.
"The rating reflects our view of the academy's negative operating
margin in fiscal 2013 and a declining trend during the past three
years," said Standard & Poor's credit analyst Kenneth Gacka. "The
lower rating also reflects our opinion that the school's maximum
annual debt service coverage generated in fiscal 2013 is
inadequate at less than 1x and will likely be strained again in
fiscal 2014 based on the fiscal 2014 budget, which calls for the
use of reserves to balance operations," continued Mr. Gacka.
As of the close of fiscal year 2013, the school had $7.4 million
of long-term debt outstanding.
CRUMBS BAKE SHOP: Raises $5-Mil. in Financing
---------------------------------------------
Jamie Mason, writing for The Deal, reported that a few months
after warning that it needed to raise financing to fund its cash
flow needs, Crumbs Bake Shop Inc. has obtained a $5 million senior
secured credit facility, but the nation's largest cupcake store
chain isn't going to open new stores.
According to the report, it will continue closing underperforming
ones and is exploring a strategic relationship with a formerly
bankrupt ice cream maker.
The New York-based retailer known for its oversized cupcakes,
which has 69 locations in 12 states and the District of Columbia,
is getting the credit facility from its nearly 15%-owner, Fischer
Enterprises LLC, which bought beaded ice cream maker Dippin' Dots
LLC out of bankruptcy in 2012 and now wants to create synergies
between the two holdings, Crumbs said on Jan. 22, the report
related.
For Crumbs, milking its relationship with Fischer isn't a bad
idea, the report said. In the company's latest financial report,
filed with the Securities and Exchange Commission on Nov. 14,
Crumbs warned that it needed additional capital to fund its cash
flow requirements.
Besides having only $1.66 million cash on its balance sheet as of
Sept. 30, Crumbs reported a $9.52 million net loss for the first
nine months of 2013, the report further related. It also has a
$20.195 million accumulated deficit.
DEWEY & LEBOEUF: Trustee Sues FedEx to Recover $193,402
-------------------------------------------------------
Alan M. Jacobs, the liquidating trustee for Dewey & LeBoeuf LLP
sued Federal Express Corporation and FedEx Ground Package System,
Inc., to recover transfers in an amount at least $193,402, that
were made by the Debtor on or within 90 days prior to its Petition
Date. The transfers, according to court papers, were made on
account of the Debtor's purchases, on an unsecured basis, of
shipping services and related goods or services from FedEx.
About Dewey & LeBoeuf
Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.
Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929. In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.
At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.
Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28. All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure. The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate. The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.
The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million. The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.
Judge Martin Glenn oversees the case. Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy
Solutions LLC serves as claims and notice agent. The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.
JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP. JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors. The Noteholders hired
Bingham McCutchen LLP as counsel.
The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners. The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel. The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.
FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.
Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March. The plan created
a trust to collect and distribute remaining assets. The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.
DIGERATI TECHNOLOGIES: Resolves Chapter 11 Controversies
--------------------------------------------------------
Digerati Technologies, Inc., on Jan. 23 provided an update on its
Chapter 11 Bankruptcy case. After months of litigation associated
with Digerati, numerous parties entered into negotiations in early
January 2014 that resulted in a mutual agreement that settled
disputes between those parties. The settlement was structured in
the form of two agreements, a State Court Agreement that included
several non-Digerati parties and a Bankruptcy Settlement Agreement
that included Digerati and many of the parties to the State Court
Agreement. The Settlement Agreement resolves the controversy and
litigation that has surrounded Digerati since December 2012,
resulting from the November 2012 transaction whereby Digerati
acquired two oilfield services companies operating in the Bakken
region of North Dakota and Montana.
On January 15, 2014, the Bankruptcy Court entered an Order
Approving Compromise and Settlement on Digerati's and other
settling parties' Emergency Motion to Approve Compromise of
Controversy Under Bankruptcy Rule 9019. The Court Order resolves
current and prospective claims between numerous parties, as
specified in the Settlement Agreement attached as an exhibit to
the Court Order. A complete copy of the Court Order is an exhibit
to the Company's Form 8-K filed with the Securities and Exchange
Commission on Jan. 23, 2014.
In addition to approving the Settlement, the Bankruptcy Court set
a combined hearing on approval of Digerati's First Amended
Disclosure Statement and confirmation of the Second Amended Plan
for Jan. 31, 2014. Digerati filed its Second Amended Plan and
First Amended Disclosure Statement on January 21, 2014. The Court
also conditionally approved the First Amended Disclosure statement
on Jan. 21, 2014.
Parties to the Settlement Agreement, including Arthur L. Smith,
Antonio Estrada, Robert C. Rhodes, William E. McIlwain, and Robert
L. Sonfield, Jr., agree that Arthur L. Smith is the current
Director, Chairman, CEO, President, and Secretary of Digerati and
that Antonio Estrada is the current CFO and Treasurer.
Mr. Rhodes, Mr. McIlwain, and Mr. Sonfield agree that they
currently hold no position, professional retention, or affiliation
whatsoever with Digerati.
About Digerati Technologies
Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry. Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.
The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.
The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.
Bankruptcy Judge Jeff Bohm oversees the case. Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel. The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.
Earlier in the case, Rhode Holdings, LLC, sought the transfer of
venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division.
DOTS LLC: Meeting to Form Creditors' Panel on Feb. 5
----------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Feb. 5, 2014, at 10:00 a.m. in
the bankruptcy case of DOTS LLC. The meeting will be held at:
United States Trustee's Office
One Newark Center, 1085 Raymond Blvd.
14th Floor, Room 1401
Newark, NJ 07102
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 DOTS LLC
Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women. Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States. Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.
Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of its assets.
Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker. Donlin, Recano & Company, Inc., is the claims and notice
agent.
As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility. The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P. ("IPC)
and related entities. Moreover, the Debtors have aggregate
unsecured debts of $47.0 million.
Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP. The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.
The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.
DUNKIN' BRANDS: S&P Rates Amended $1.9 Billion Secured Debt 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level rating (the same as the long-term corporate credit
rating) to Canton, Mass.-based Dunkin' Brands Inc.'s amended and
extended senior secured credit facility, including its $1.8
billion senior secured term loan due 2021 and its $100 million
senior secured revolving credit facility due 2019. The recovery
rating on the debt is '3', indicating S&P's expectations for a
meaningful recovery (50%-70%) in the event of a default.
The ratings on Dunkin' Brands reflect Standard & Poor's view of
the company's business risk profile as "fair", based on its highly
franchised business model and good market position in the very
competitive beverage-and-snack sector. The company's financial
risk profile is "highly leveraged". As of Sept 28, 2013, total
adjusted debt to EBITDA was at 5.8x and funds from operations
(FFO) to debt was 9%. In S&P's forecast for the next year, it
thinks EBITDA will continue to grow on positive performance from
modest same-store sales growth at franchisee operations and new
store openings. Despite S&P's expectations for modest credit
metrics improvement, it believes the company will likely pursue
additional shareholder initiatives because of prospects for
earnings growth and minimal capital spending requirements.
The stable outlook incorporates S&P's view that the company's
performance trends will remain good with new store openings and
positive same-store trends. S&P also expects credit metrics will
remain in line with a highly leveraged financial risk profile. A
downgrade could occur if financial policy changes so that the
company sustains leverage above 6.5x, which could result from
large debt-financed shareholder returns or acquisitions.
Intensified competition that exerts prolonged pricing pressures
could also lead to weaker credit ratios. An upgrade is unlikely
at this time given the company's elevated debt level and financial
policy. However, it could occur if performance improves and debt
declines so that leverage falls under 5x and FFO to debt increases
to about 15% on a sustained basis.
RATINGS LIST
Dunkin' Brands Inc.
Corporate Credit Rating B+/Stable/--
New Rating
Dunkin' Brands Inc.
$1.8B senior secured term loan due 2021 B+
Recovery Rating 3
$100M senior secured revolving B+
credit facility due 2019
Recovery Rating 3
EAGLE HAULING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eagle Hauling & Conveying Inc.
3131 Newcastle Road
Lafayette, IN 47905-9463
Case No.: 14-40026
Chapter 11 Petition Date: January 23, 2014
Court: United States Bankruptcy Court
Northern District of Indiana (Hammond Division at
Lafayette)
Judge: Hon. Robert E. Grant
Debtor's Counsel: David A. Rosenthal (VM), Esq.
DAVID A. ROSENTHAL, ATTY
410 Main Street
Lafayette, IN 47901
Tel: (765) 423-5375
Fax: (765) 423-2597
Email: darlaw@nlci.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/innb14-40026.pdf
EASTERN AIRPORT HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Eastern Airport Hospitality, LLC
760 Airport Road
Hazleton, PA 18202
Case No.: 14-00286
Chapter 11 Petition Date: January 24, 2014
Court: United States Bankruptcy Court
Middle District of Pennsylvania (Wilkes-Barre)
Judge: Hon. Robert N. Opel II
Debtor's Counsel: Allen B. Dubroff, Esq.
ALLEN B. DUBROFF, ESQ. & ASSOCIATES, LLC
1500 JFK Blvd, Two Penn Center, Suite 1030
Philadelphia, PA 19102
Tel: 215-690-3871
Fax: 215-689-3777
Email: allen@dubrofflawllc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dennis Domico, member.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
EASTERN AIRPORT KITCHENS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Eastern Airport Kitchens, Inc.
dba Hollywood Diner & Sports Bar
760 Airport Road
Hazleton, PA 18202
Case No.: 14-00285
Chapter 11 Petition Date: January 24, 2014
Court: United States Bankruptcy Court
Middle District of Pennsylvania (Wilkes-Barre)
Judge: Hon. Robert N. Opel II
Debtor's Counsel: Allen B. Dubroff, Esq.
ALLEN B. DUBROFF, ESQ. & ASSOCIATES, LLC
1500 JFK Blvd, Two Penn Center, Suite 1030
Philadelphia, PA 19102
Tel: 215-690-3871
Fax: 215-689-3777
Email: allen@dubrofflawllc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dennis Domico, president.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
EMPRESAS OMAJEDE: Disclosure Statement Hearing Set on March 25
--------------------------------------------------------------
A hearing is scheduled on March 25, 2014, at 10:00 a.m. at Jose V
Toledo Fed Bldg & US Courthouse, 300 Recinto Sur, 2nd Floor
Courtroom 2, to consider approval of the disclosure statement
accompanying Empresas Omajede, Inc.'s plan of reorganization dated
Dec. 9, 2013.
The purpose of the Disclosure Statement is to provide information
necessary for the Debtor's creditors to make an informed decision
in exercising their rights to vote on the Debtor's Plan of
Reorganization.
Under the Plan, holders of allowed administrative expense claims
(estimated to be $20,000) will receive 100 percent recovery. The
secured claim of Banco de Desarrollo Economico de Puerto Rico
(estimated to be $430,472) will be allowed in its entirety.
Banco Popular de Puerto Rico has estimated recovery of 100 percent
of its $2,518,192 secured claim.
Holders of Allowed General Unsecured Claims will be paid 100
percent of their claims, as may be fully determined and allowed by
the Court, including the claim of the State Insurance Fund,
without interest, in deferred equal consecutive monthly
instalments commencing on the 30th day of the month following the
Effective Date and continuing on the 30th day of the following 59
months. These claims are estimated in the amount of $983,380 and
will be paid $15,919 monthly.
The shares of Debtor's shareholders will be retained and are
unaltered.
After confirmation of the Plan, the Debtor will continue with its
current management, with the following compensation:
- Antonio Betancourt Capo, Chairman of the Board, president and
chief executive officer - $192,000 per year.
All executory contracts and unexpired leases which have not
expired by their own terms or have not been assumed or rejected on
or prior to the Confirmation Date, and Debtor's leases with its
tenants, will be deemed rejected on the Effective Date, and the
entry of the Confirmation Order by the Bankruptcy Court will
constitute approval of those rejections pursuant to Sections
365(a) and 1123(b)(2) of the Bankruptcy Code.
If the Plan is not confirmed and consummated, the alternatives
include (a) Debtor's liquidation under Chapter 7 of the Bankruptcy
Code, (b) dismissal of Debtor's Chapter 11 Case, or (c) the
proposal of an alternative plan.
All creditors entitled to vote on the Plan may cast their votes
for or against the Plan by completing, dating, signing and casting
the Ballot Forms accompanying this Disclosure Statement to be
returned to the following address:
Empresas Omajede, Inc.
c/o G.A. Carlo-Altieri & Associates
254 San Jose Street ? Third Floor
San Juan, PR 00901
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/EMPRESAS_DS.pdf
About Empresas Omajede
Empresas Omajede, Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Nelson E. Galarza serves as financial advisor.
The Debtor disclosed $16,718,614 in assets and $4,935,883 in
liabilities in its schedules. The Debtor is a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets
located at La Ectronica Building, 1608 Bori St., in San Juan,
Puerto Rico.
EWGS INTERMEDIARY: Wants Access to Cash Collateral Until Feb. 8
---------------------------------------------------------------
EWGS Intermediary, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware for authorization to use cash collateral
in which the subordinated lender -- PNC Bank, National Association
and EW Golf Holding Corp. -- assert an interest.
The Debtor propose to use the cash collateral to operate their
business until Feb. 8, 2014.
As adequate protection from any diminution in value of the
lender's collateral, the Debtor proposes to grant the subordinated
lender replacement lien on all prepetition and postpetition assets
and properties.
The Debtors request that the Court consider the matter before
Feb. 8.
About EWGS Intermediary
EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12876). They are
represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz,
Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington,
Delaware. The Debtors tapped Bayshore Partners LLC as their
investment banker, FTI Consulting, LLC, as their financial
advisors, and Epiq Bankruptcy Solutions, LLC, as claims and
noticing agent. The Company indicates total assets greater than
$100 million on its Chapter 11 petition.
As reported in the Troubled Company Reporter on Nov. 26, 2013,
Edwin Watts Golf Shops LLC, which sells golf equipment and
clothing online and through 90 U.S. retail stores, won court
approval of procedures for a bankruptcy sale process without
having a lead bidder under contract.
PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.
FOREST OIL: Moody's Affirms 'B3' Sr. Unsecured Notes Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Forest Oil Corporation's B2
Corporate Family Rating (CFR), its B3 senior unsecured notes
rating and its SGL-3Speculative Grade Liquidity Rating. The
outlook remains negative.
"The completion of a series of major divestitures has left behind
a much smaller E&P company seeking to stabilize its operations,
generate higher quality cash flows and ultimately achieve a
reduction in debt leverage," commented Andrew Brooks, Moody's Vice
President. "The negative outlook remains in place reflecting the
execution challenges Forest faces in achieving these objectives
following its significant downsizing."
Ratings affirmed:
Corporate Family Rating, affirmed at B2
Probability of Default Rating, affirmed at B2-PD
Senior Unsecured Notes Rating, affirmed at B3
Speculative Grade Liquidity Rating, affirmed at SGL-3
Outlook, maintained at negative
LGD revision:
Senior Unsecured LGD to LGD4 - 66% from LGD4 - 68%
Ratings Rationale
Forest's B2 CFR reflects its diminished scale following the
dramatic downsizing it has evidenced through a series of major
asset sales, which while generating funds for a substantial
reduction in debt, leaves the company much smaller in size and
with less flexibility with which to stabilize its operations and
restore growth. Forest's pro forma 2013 production reflecting
asset sales approximated 18,500 Boe per day, leaving Forest less
than half its size of a year ago, and with reduced basin
diversity. Despite its smaller asset base, Forest's B2 rating
remains aligned with the B2 E&P peer group. Additionally, while
size has been reduced, the production profile will evidence a
higher liquids content, which should lead to improved margins and
cash flow. Operations are now focused on the Eagle Ford Shale,
where Forest operates in a joint venture with Schlumberger
Production Management (Schlumberger, A1 stable), and to a lesser
extent the liquids-rich East Texas Cotton Valley. Successful
development of its Eagle Ford acreage is paramount to stabilizing
Forest's B2 CFR.
In an effort to address its over-levered balance sheet, Forest
embarked an asset sale program which generated $1.5 billion in
proceeds, reducing total debt by about $1.1 billion since mid-
2012. With 2013's sale of its Texas Panhandle assets, representing
about half of the company's hydrocarbon production, the four-year
downward trajectory in proved reserves and production accelerated.
While debt has been materially reduced, production declines have
out-paced debt reduction, prompting relative leverage measures to
climb. At September 30, pro forma debt of $800 million was over
$43,000 per Boe of average daily production, and we estimate debt
on the company's pro forma proved developed reserves was around
$11.50 per Boe, both measures weak for its B2 rating.
Forest's SGL-3 Speculative Grade Liquidity rating reflects our
expectation of adequate liquidity through 2014. We expect Forest's
capital budget of $290-$310 million to result in a cash flow
deficit approximating $140 million in 2014, which would likely be
funded by residual cash proceeds from the sale of the Panhandle
assets, supplemented by borrowings under its secured borrowing
base revolving credit. Pro forma at September 30, Forest had $106
million cash and an undrawn $400 million revolver. The revolver
includes a leverage covenant limiting debt/EBITDA to 5x through
March 2014 before tightening to 4.75x in 2014's second quarter and
4.5x at June 30, potentially restricting access to the facility
without an improvement in EBITDA over the first half of 2014. The
revolver is secured by a mortgage and security interest in
Forest's proved oil and gas properties and related assets; we view
Forest's alternate sources of liquidity as weak.
The negative outlook reflects the execution risk related to
Forest's ability to grow production and generate improved margins
and cash flow as a significantly smaller company sufficient to
appreciably reduce relative debt leverage from elevated levels ,
notwithstanding its focus on growing oil production in the Eagle
Ford. If Forest can grow production to above 20,000 Boe per day
while maintaining debt to average daily production around $40,000
per Boe, the outlook could be stabilized.
A downgrade could be considered if Forest fails to execute on its
development program in the Eagle Ford, should debt on production
deteriorate beyond $45,000 per Boe, or should Forest fail to
maintain the ratio of RCF/debt to over 20%. Should Forest's
leveraged full-cycle ratio (LFCR) fail to approach 1x by mid-2014,
a downgrade is also possible.
An upgrade is unlikely over the next year but would be considered
if Forest's production grows to 30,000 Boe per day with debt to
average daily production approaching $30,000 on a sustainable
basis, together with improved Finding and Development costs,
leading to a LFCR exceeding 1.5x.
The B3 rating on the senior unsecured notes reflects both the
overall probability of default of Forest, to which Moody's assigns
a PDR of B2-PD, and a loss given default of LGD4 (66%). Forest's
senior unsecured notes are subordinate to its $400 million secured
revolving credit facility's priority claim to the company's
assets. The size of the claims relative to Forest's outstanding
senior unsecured notes results in the notes being rated one notch
below the B2 CFR under Moody's Loss Given Default Methodology.
Forest Oil Corporation is an independent exploration and
production company headquartered in Denver, Colorado.
FREE LANCE-STAR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:
Debtor Case No.
------ --------
The Free Lance-Star Publishing Co. of 14-30315
Fredericksburg, Va.
dba The Free Lance-Star Publishing Co.
dba The Free Lance-Star
dba JobFetch
dba fredericksburg.com
dba Print Innovators
616 Amelia Street
Fredericksburg, VA 22401-3887
William Douglas Properties, LLC 14-30316
616 Amelia Street
Fredericksburg, VA 22401-3887
Type of Business: Publishing, newspaper, radio and communications
company
Chapter 11 Petition Date: January 23, 2014
Court: United States Bankruptcy Court
Eastern District of Virginia (Richmond)
Judge: Hon. Kevin R. Huennekens
Debtors' Counsel: Paula S. Beran, Esq.
TAVENNER & BERAN, PLC
20 North Eighth Street, Second Floor
Richmond, VA 23219
Tel: 804-783-8300
Fax: 804-783-0178
Email: pberan@tb-lawfirm.com
- and -
Lynn L. Tavenner, Esq.
TAVENNER & BERAN, PLC
20 North Eighth Street, Second Floor
Richmond, VA 23219
Tel: (804) 783-8300
Fax: 804-783-0178
Email: ltavenner@tb-lawfirm.com
Debtors' KAUFMAN & CANOLES, P.C.
Special
Corporate
Counsel:
Debtors' PROTIVITI, INC.
Financial
Advisor:
Free Lance-Star
Estimated Assets: $50 million to $100 million
Estimated Debts: $50 million to $100 million
William Douglas
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Nicholas J. Cadwallender, designated
agent.
List of Free Lance-Star's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Pension Benefit Guaranty Unrefunded $5,280,844
Corporation pension
1200 K Street N.W., Suite 270 obligation
Washington, DC 20005-4028
T: 202-326-4242
distress@pbgc.gov
City of Fredericksburg Property taxes $202,183
and trade debt
International Forest Trade Debt $77,000
Products LLC
Dominion VA Power Trade Debt $72,297
White Birch Paper Company Trade Debt $61,759
Eastman Kodak Trade Debt $36,393
Flint Group North America Corp Trade Debt $23,724
Midland Paper Company Trade Debt $18,670
Professional Building Trade Debt $18,185
Maintenance, Inc.
Arrow Marketing Group Inc. Trade Debt $17,753
Columbia Gas Trade Debt $17,622
Arbitron Company Trade Debt $17,422
Resolute FP US Inc. Trade Debt $17,038
Washington Post Trade Debt $14,591
Suntrust Customer Credit $7,935
Rappaport Companies Customer Credit $6,807
Utility Management Services Trade Debt $5,156
Richmond Window Corp Customer Credit $5,000
Spotsylvania Historical Customer Credit $5,000
Jobfetch.com Joint venture $4,852
GENERAL MOTORS: Reshuffles Global Manufacturing
-----------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. on Jan. 24 named a new manufacturing chief to
oversee its global production and factories in a continuing shift
of top executives, and took another step toward shrinking its
troubled operation in South Korea.
According to the report, Jim DeLuca will become executive vice
president of global manufacturing on Feb. 1, succeeding longtime
veteran Tim Lee, 62 years old, who officially steps down on April
1, the company said. Mr. Lee, who also served as chairman of GM
China, will relinquish those duties to another executive.
In South Korea, GM is considering a plan to trim as many as 1,100
hourly workers as part of an overall effort to scale back
operations in the country due to rising costs, according to people
familiar with the strategy, the report related. The company
hasn't yet decided whether the job cuts will be through attrition,
terminations, buyouts or a combination, the people said. GM
employs about 10,000 hourly workers in South Korea.
Mr. Lee's departure isn't unexpected, the report said. Nearly a
year ago, the company reduced the vesting restrictions on his
options, signaling his expected retirement. His duties in China
will be handed over to recently named GM China President Matt
Tsien. Mr. DeLuca and Mr. Tsien report to Chief Executive Officer
Mary Barra.
GM has made several changes in its management recently to increase
its focus on China, which now accounts for about 30% of the auto
maker's global vehicle sales, the report further related. Last
year, Volkswagen AG overtook GM as the biggest foreign auto maker
selling vehicles in China. VW sold 3.27 million vehicles in the
country last year while GM notched 3.16 million.
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.
FREESEAS INC: Hanover May Sell 400,000 Common Shares
----------------------------------------------------
Freeseas, Inc., filed a Form F-1 registration statement with the
U.S. Securities and Exchange Commission to register 400,000 shares
of common stock, $.001 par value, for resale by Hanover Holdings
I, LLC.
The selling stockholder may sell shares of Common Stock from time
to time in the principal market on which the Company's Common
Stock is quoted at the prevailing market price or in negotiated
transactions. The Company is not selling any securities under
this prospectus and will not receive any of the proceeds from the
sale of Common Stock by the selling stockholder. The Company will
pay the expenses of registering these shares, including legal and
accounting fees.
The shares of Common Stock offered by the selling stockholder have
been issued in connection with a Settlement Agreement dated
Nov. 3, 2013.
The Company's common stock is currently quoted on The NASDAQ
Capital Market under the symbol "FREE." On Jan. 17, 2014, the
closing price of the Company's common stock was $2.07 per share.
A copy of the Form F-1 prospectus is available for free at:
http://is.gd/ZkU0rz
About FreeSeas Inc.
Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies. The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.
The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks." As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.
Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010. As of Sept. 30, 2013, the Company had $107.35
million in total assets, $106.63 million in total liabilities, all
current, and $711,000 in total shareholders' equity.
RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012. The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency. In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements. It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank. Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets. These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.
GLYECO INC: Appoints Chief Business Development Officer
-------------------------------------------------------
GlyEco, Inc., appointed Janet Carnell Lorenz, as its new chief
business development officer. In her new role, Ms. Lorenz will
focus on developing new business, identifying and establishing
strategic partnerships, and expanding the Company's glycol
recycling services.
Ms. Lorenz brings an extensive background in business development,
marketing and new technology launches to her role. A 22-year
veteran of the high-tech marketing industry, she previously
managed a top-ranked marketing firm with $40 million in annual
revenue. Ms. Lorenz specializes in bringing disruptive
technologies to market and has an extensive background in
branding, marketing, social media, and product development. Her
experience includes managing international market expansions,
developing national account campaigns and creating licensing
programs. Ms. Lorenz is one of the three founders of GlyEco and
has served as SVP of Corporate Development and Marketing since
2010.
"Janet has successfully positioned the Company's entry into the
glycol market as a technology innovator and game-changing leader,"
stated John Lorenz, chairman and CEO of GlyEco. "Her unique
insights into emerging industries, ability to build strategic
relationships, and experience in international expansion will
provide a solid foundation for her new role. I look forward to
working closely with Janet as we expand our glycol recycling
services into new markets."
GlyEco recently received independent third-party lab verification
that confirms the Company's ability to recycle waste glycol, a
hazardous material, to refinery-grade glycol standards. The
Company intends to expand its proprietary glycol recycling
services to industries which previously lacked options to recycle
their hazardous waste glycol.
Ms. Lorenz is married to John Lorenz, the Company's chairman,
chief executive officer, and president.
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
Glyeco disclosed a net loss of $1.86 million on $1.26 million of
net sales for the year ended Dec. 31, 2012, as compared with a net
loss of $592,171 on $824,289 of net sales for the year ended
Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013,
showed $15.55 million in total assets, $2.39 million in total
liabilities, $1.17 million in redeemable series AA convertible
preferred stock and $11.98 million total stockholders' equity.
Jorgensen & Co., in Lehi, UT, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012. The independent auditors noted that the
Company has not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations. These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.
GLYECO INC: Adds Two New Members to Board of Directors
--------------------------------------------------------
The Board of Directors of GlyEco, Inc., voted to increase the size
of the Board from five members to seven members and thereafter
appointed Everett Alexander and Dwight B. Mamanteo to fill the
resulting vacancies and serve as members of the Board, effective
Jan. 15, 2014.
Since 2002, Mr. Alexander has worked in the investment management
industry, analyzing and investing in companies across a broad
range of industries. Previously, he worked for Texaco Inc., in
their Global Gas & Power Division, where he helped manage the
firm's proprietary gasification technology licensing and project
development effort in Asia. His responsibilities included
negotiating licensing agreements and arranging project financing.
Mr. Alexander holds an M.B.A from The Wharton School of the
University of Pennsylvania, an MA in International Studies from
The Lauder Institute of the University of Pennsylvania, and a BA
from Williams College.
Since 2004, Mr. Mamanteo has served as a Portfolio Manager at
Wynnefield Capital, Inc. Since March 2007, Mr. Mamanteo has
served on the Board of Directors of MAM Software Group, Inc.
(NASDAQ: MAMS), a provider of innovative software and data
solutions for a wide range of businesses, including those in the
automotive aftermarket. Mr. Mamanteo serves as the Chairman of
the Compensation Committee and as a member of the Audit and
Governance Committees. Since June 2013, Mr. Mamanteo has served
on the Board of Directors of ARI Network Services, Inc. (NASDAQ:
ARIS), a provider of products and solutions that serve several
vertical markets with a focus on the outdoor power, power sports,
marine, RV, and appliance segments. Mr. Mamanteo serves as a
member of the Compensation and Governance Committees. Mr.
Mamanteo received an M.B.A. from the Columbia University Graduate
School of Business and a B.Eng. in Electrical Engineering from
Concordia University (Montreal).
There are no arrangements or understandings between Messrs.
Alexander and Mamanteo and any other persons pursuant to which
they were selected as directors; there are no family relationships
between them and any of the Company's directors and officers; and
there are no related party transactions reportable under Item
404(a) of Regulation S-K.
In consideration for their services, Messrs. Alexander and
Mamanteo will receive the standard compensation paid to non-
employee directors of $600 per quarter and 50,000 stock options
per year.
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
Glyeco disclosed a net loss of $1.86 million on $1.26 million of
net sales for the year ended Dec. 31, 2012, as compared with a net
loss of $592,171 on $824,289 of net sales for the year ended
Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013,
showed $15.55 million in total assets, $2.39 million in total
liabilities, $1.17 million in redeemable series AA convertible
preferred stock and $11.98 million total stockholders' equity.
Jorgensen & Co., in Lehi, UT, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012. The independent auditors noted that the
Company has not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations. These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.
GYMBOREE CORP: Bank Debt Trades at 7% Off
-----------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 97.18 cents-on-the-
dollar during the week ended Friday, Jan. 24, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents a decrease of 0.50
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility. The bank loan matures on Feb. 23, 2018. The bank
debt carries Moody's B2 and Standard & Poor's B- rating. The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
Headquartered in San Francisco, California, The Gymboree
Corporation is a retailer of infant and toddler apparel. The
company designs and distributes infant and toddler apparel through
its stores which operates under the "Gymboree", "Gymboree Outlet",
"Janie and Jack" and "Crazy 8" brands in the United States, Canada
and Australia. Revenues are approximately $1.2 billion. The
company is owned by affiliates of Bain Capital Partners LLC.
H&R BLOCK: Narrows List of Bidders For Bank Unit
------------------------------------------------
Tatjana Kulkarni, writing for The Deal, reported that tax preparer
H&R Block Inc. has narrowed the list of potential buyers for its
H&R Block Bank unit to six and has started discussions with each
of them to determine the best fit, according to a source.
The source, who asked not to be named, declined to identify the
six candidates, the report said.
H&R Block Bank has been up for sale for nearly two years and
suffered one busted auction, but some industry experts believe it
will be sold within the next six months, according to the report.
Officials from Kansas City, Mo.-based H&R Block didn't return
calls or emails on Jan. 22, the report related. The only comment
that the company has made recently on H&R Block Bank was through a
Dec. 10 statement from H&R Block CEO Bill Cobb, who said the
parent was "making progress in divesting the bank."
One H&R Block follower, Sandy Mehta, CEO of research firm Value
Investment Principals Ltd, believes financial services providers
and large insurers, among others, could be good suitors, the
report further related.
HAMILTON PROPER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hamilton Proper Partners Golf Partnership, L.P.
dba The Hawthorns Golf & Country Club
10 W. Market Street, Suite 1200
Indianapolis, IN 46204
Case No.: 14-00461
Chapter 11 Petition Date: January 24, 2014
Court: United States Bankruptcy Court
Southern District of Indiana (Indianapolis)
Judge: James M. Carr
Debtor's Counsel: Deborah Caruso, Esq.
DALE & EKE, P.C.
9100 Keystone Xing Ste 400
Indianapolis, IN 46240-2159
Tel: 317-844-7400
Email: dcaruso@daleeke.com
- and -
Erick P Knoblock, Esq.
DALE & EKE, P.C.
9100 Keystone Crossing Ste 400
Indianapolis, IN 46240
Tel: 317-844-7400 ext 29
Fax: 317-574-9426
Email: eknoblock@daleeke.com
- and -
Meredith R. Theisen, Esq.
DALE & EKE, P.C.
9100 Keystone Crossing, Suite 400
Indianapolis, IN 46240
Tel: 317-844-7400
Fax: 317-574-9426
Email: mtheisen@daleeke.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $50 million to $100 million
The petition was signed by Harold D. Garrison, authorized
individual.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/insb14-461.pdf
HELIA TEC: Has Until March 10 to Propose Exit Plan
--------------------------------------------------
The Hon. David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas extended until March 10, 2014, Helia
Tec Resources, Inc.'s time to file a Plan of Reorganization and
explanatory Disclosure Statement.
The Debtor, in its application, stated that it required additional
time beyond the Jan. 31 exclusivity period to determine the effect
of a recent pending purchase and formulate a feasible Plan and
adequate Disclosure Statement. The Debtor related that recent
public news events disclosed that a French energy consortium,
Total SA, purchased, or is in the process of purchasing, a
significant portion of the Debtor's project.
About Helia Tec Resources
Helia Tec Resources, Inc. filed a Chapter 11 petition (Bankr. S.
D. Tex. Case No. 13-36251) on Oct. 3, 2013 in Houston, Texas,
represented by Richard L. Fuqua, II, Esq., at Fuqua & Associates,
PC, in Houston, as counsel to the Debtor. The Debtor listed
$16.15 million in assets and $2.24 million in liabilities. The
petition was signed by Cary E. Hughes, president.
Judy A. Robbins, U.S. Trustee for Region 7, was unable to appoint
an official committee of unsecured creditors in the Debtor's case.
HOST HOTELS: S&P Raises CCR to 'BB+'; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Bethesda, Md.-based Host Hotels & Resorts Inc. (Host) to
'BB+' from 'BB'. The rating outlook is stable.
At the same time, S&P raised its issue-level rating on subsidiary
Host Hotels & Resorts L.P.'s senior unsecured debt to 'BBB' from
'BBB-', reflecting the upgrade of the corporate credit rating.
S&P's recovery rating on this debt remains '1', indicating its
expectation for very high (90% to 100%) recovery for lenders in
the event of a payment default.
The company's existing senior notes and debentures indentures have
released former subsidiary guarantees and stock pledges under
provisions in the indentures that require the same guarantees and
collateral provided to the revolving credit facility.
Effectively, the existing senior notes are currently unsecured.
However, if Host's leverage ratio exceeds 6x for two consecutive
fiscal quarters at a time when Host does not have an investment-
grade, long-term unsecured debt rating, the subsidiary guarantees
and equity pledges will spring back into place in Host's revolver
and notes indentures. S&P's simulated default scenario for Host
incorporates the assumption that the company's leverage ratio will
be above 6x and the notes would be secured at that time.
The upgrade reflects S&P's expectation that Host's credit measures
will improve in 2014 to levels that represent a cushion compared
with thresholds S&P believes is in line with a 'BB+' corporate
credit rating. S&P expects that total lease and joint venture
adjusted debt to EBITDA will likely improve to the mid-3x area,
and FFO to total lease adjusted debt would improve to the low-20%
area at the end of 2014. These forecasts reflect S&P's
expectation for EBITDA growth and Host's financial policy of
driving reported debt to EBITDA to 3x (S&P's lease and pro rata
joint venture debt and EBITDA adjustments add between 0.25x and
0.5x to reported debt to EBITDA). These expected leverage
measures are in line with an improved "significant" financial risk
assessment. The significant assessment also reflects the
company's continued reliance on external sources of capital for
growth as a real estate investment trust (REIT). S&P believes 4%
to 6% revenue per available room (RevPAR) growth in the U.S.
lodging industry in 2014 and Host's relatively prudent use of
equity capital to expand its hotel portfolio will enable it to
improve credit measures over time. In addition, these credit
measures represent a cushion relative to our thresholds at the
current rating. These thresholds are total adjusted debt to
EBITDA under 4x and funds from operations (FFO) to total debt of
about 20% on average.
The 'BB+' corporate credit rating on Host reflects S&P's
assessment of the company's financial risk profile as significant
and its assessment of the company's business risk profile as
"satisfactory," according to S&P's criteria.
IG INVESTMENTS: Moody's Affirms B1 CFR on Term Loan Upsize
----------------------------------------------------------
Moody's Investors Service affirmed IG Investments Holdings, LLC's
(the entity that indirectly owns Insight Global, LLC --
collectively referred to as "Insight Global") B1 Corporate Family
Rating ("CFR") and B1-PD Probability of Default Rating ("PDR").
Concurrently, Moody's affirmed the B1 ratings for the first lien
senior secured credit facility, consisting of a $60 million
revolving credit facility due 2017 and a $517 million (upsized
from $427 million) term loan due 2019. The rating outlook remains
stable.
Proceeds from the proposed $90 million add-on first lien term loan
along with $15 million of cash on hand will be used to fund a $102
million dividend and pay related transaction fees and expenses.
The affirmation of Insight Global's B1 CFR reflects Moody's views
that the company's continued operating performance improvement
provides key rating support despite the demonstrated shift towards
a more aggressive financial policy as a result of the proposed
dividend transaction. Moody's estimates that pro forma for the
proposed transaction, the company's leverage on a debt to EBITDA
basis (Moody's adjusted), increases to around 6.2 times from 5.2
times for the LTM period ended September 30, 2013. However, we
expect leverage to decline towards 5.6 times for the fiscal year
ending 2013 and to approach 5.0 times over the next 12-18 months
as a result of the aforementioned operating performance
improvements and resulting EBITDA growth.
Moody's notes that the proposed dividend transaction comes roughly
a year and a half after the closing of the LBO transaction in
October 2012, when the company was acquired by funds advised
and/or managed by Ares Management.
The following summarizes the rating activity for IG Investments
Holding, LLC:
Ratings affirmed:
Corporate Family Rating at B1
Probability of Default Rating at B1-PD
$60 million first lien senior secured revolving credit facility
due 2017 at B1 (LGD3, 49%)
$517 million (upsized from $427 million) first lien senior secured
term loan due 2019 at B1 (LGD3, 49%)
The rating outlook is stable.
Ratings Rationale
Insight Global's B1 corporate family rating reflects its high pro
forma leverage as measured by debt to EBITDA of about 6.2 times
(pro forma for the proposed incremental term loan and
incorporating Moody's standard analytical adjustments, including
capitalization of operating leases) for the LTM period ended
September 30, 2013. A key factor supporting the rating is Moody's
expectation of substantial operating performance improvement
arising from continuation of favorable demand trends in the
information technology segment of the temporary staffing industry,
such that leverage declines towards 5.0 times and EBITDA less
capex coverage of interest approaches 3.0 times over the medium
term. The rating considers that working capital needs will likely
constrain cash flow generation such that deleveraging will
primarily have to come from earnings growth. Positive ratings
consideration is given to the company's demonstrated ability to
meaningfully grow sales/earnings despite soft macro economic
conditions, good execution of new office locations, potential
growth opportunities with new and existing clients, and the still
material equity capital maintained by the sponsor. Notwithstanding
these positive factors, the ratings are constrained by the
company's relatively modest scale within the highly fragmented
staffing industry, some customer concentration, and exposure to
cyclical temporary staffing trends. The rating also incorporates
the company's recent shift towards a more aggressive financial
policy, which comes approximately a year and half after the
October 2012 LBO transaction.
The stable outlook reflects Moody's expectation that Insight
Global will sustain meaningful revenue and earnings growth while
maintaining its operating margins, such that leverage improves
from the current elevated pro forma levels to a level that is more
representative of the current B1 rating.
The ratings could be upgraded if Insight Global maintains top line
momentum and sustains its operating margins such that debt to
EBITDA is reduced below 3.5 times, EBITDA less capex to interest
materially exceeds 3.0 times, and free cash flow as a percentage
of debt exceeds 8%. An upgrade would also require that the company
demonstrate commitment to conservative financial policies.
Moody's could downgrade the ratings if Insight Global's revenue
and earnings do not materially grow as is expected such that
leverage remains above 5.5 times near-term. The ratings could also
be downgraded if EBITDA less capex to interest falls below 2.0
times and/or free cash flow turns negative. Aggressive shareholder
friendly policies such as debt financed dividends could also
pressure the ratings.
Insight Global, headquartered in Atlanta, Georgia, is a
specialized provider of temporary and project professionals in the
field of information technology. The company is private and is
sponsored by affiliates of Ares Management.
IG INVESTMENTS: S&P Revises Outlook to Stable & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Atlanta, Ga.-based IG Investments Holdings LLC to
stable from positive. At the same time, S&P affirmed all existing
ratings on the company, including the 'B' corporate credit rating.
The company will use net proceeds from the $90 million add-on to
its outstanding $427 million first-lien term loan due 2019 and
roughly $15 million of cash to pay a $102 million special
dividend. The recovery rating on the company's term loan and
$60 million revolving credit facility is '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery in the event
of a payment default.
Pro forma total debt is roughly $517 million.
"The outlook revision to stable reflects the company's proposed
special dividend, and our expectation that debt leverage will
remain relatively high, despite favorable organic revenue growth
prospects, reflecting the company's aggressive financial
policies," said Standard & Poor's credit analyst Hal Diamond.
"We view the company's business risk profile as "weak" (based on
our criteria), weighing its niche market position in the highly
competitive and fragmented staffing industry, risks related to its
rapid organic growth, and the vulnerability of revenue to economic
cycles. Our assessment of IG Investments Holdings' financial risk
profile as "highly leveraged" reflects our expectation that
adjusted debt leverage will remain above 5x, and organic revenue
growth will be good due to the company's aggressive financial
policies. We believe IG Investments Holdings has "adequate"
liquidity (as per our criteria) to cover its needs over the next
12 to 18 months," S&P noted.
The stable rating outlook incorporates S&P's expectation that
operating performance will remain steady and liquidity will remain
adequate, though debt leverage will remain relatively high
reflecting the company's aggressive financial policies. S&P
considers a downgrade as more likely than an upgrade over the
intermediate term.
S&P could lower the rating over the intermediate term if debt
leverage rises above 7x and discretionary cash flow approaches
breakeven levels. This could result from another special dividend
combined with economic cyclicality, and the potential for
increased competitive or client pressure on pricing.
Although less likely, S&P could consider raising the rating to
'B+' over the intermediate to long term if it become convinced
that the company will be able to reduce and maintain lease-
adjusted leverage below 5x, and if it demonstrates consistently
good revenue and EBITDA growth, while generating meaningful
positive discretionary cash flow. S&P will also consider the
track record that management establishes with respect to repaying
debt and returning cash to shareholders.
IKARIA INC: Moody's Rates 2nd Sr. Secured Term Loan 'Caa1'
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating to Ikaria, Inc.
("Ikaria"). Concurrently, Moody's rated Ikaria's proposed 1st lien
senior secured credit facilities at B1 and 2nd lien senior secured
term loan at Caa1. The outlook is stable.
Proceeds from the proposed debt issuance of approximately $1.245
billion, combined with $224 million of new cash equity
contribution and $188 million of rollover equity from existing
shareholders and management, will be used to fund the acquisition
of Ikaria by Madison Dearborn Partners, LLC (MDP), to repay
existing debt at Ikaria's subsidiary (Ikaria Acquisition Inc), and
to pay fees and expenses.
As part of the transaction, Ikaria is finalizing its previously
announced plans to split its operations into the Commercial
Business and the R&D Business. MDP and management are only
acquiring the Commercial Business, while the R&D Business will
remain with existing shareholders. Upon consummation of the
transaction, MDP will indirectly own roughly 52% of equity
interest in Ikaria and existing shareholders and management will
own the remaining 48%.
The rating action is as follows:
Ratings assigned subject to Moody's review of final terms and
documents:
Ikaria, Inc.
Corporate Family Rating -- B2
Probability of Default Rating -- B2-PD
1st lien senior secured credit facilities -- B1 (LGD3, 32%)
2nd lien senior secured term loan -- Caa1 (LGD5, 86%)
All the ratings of Ikaria Acquisition Inc. will be withdrawn upon
closing of the transaction.
Rating Rationale
The B2 CFR incorporates Ikaria's small size and single product
concentration risk, with almost all its revenues derived from
INOMAX therapy. The B2 CFR also reflects Ikaria's considerable
financial leverage as well as its history of aggressive dividends
albeit under the existing ownership. However, the initially high
leverage upon closing (which Moody's estimates around 5.5x
debt/EBITDA) is somewhat balanced by the company's solid free cash
flow generation and Moody's forward view of steady deleveraging.
Moody's anticipates that Ikaria's debt/EBITDA will fall below 5.0x
over the next 12-18 months, driven by debt repayment and EBITDA
growth. The ratings are also constrained by the high level of off-
label use of its products (the company cannot legally market for
off-label indications).
Positive rating consideration is given to Ikaria's strong
competitive position within its niche market, treating critically
ill patients who often have few treatment alternatives. Although
certain key patents for INOMAX expired or will expire in 2013 and
2014, the company has attained other longer-dated patents expiring
in 2029 and 2031. While medium and longer term competitive
pressures will persist, Moody's believes there are relatively high
barriers to entry. Therefore the company will be subject to only
modest pricing declines and/or market share loss over the next 2
to 3 years if competition were to occur.
The stable rating outlook is predicated on steady growth of
revenues and EBITDA, continuous deleveraging and the maintenance
of good liquidity. Further, the stable outlook incorporates
Moody's expectation that there will be no business disruption due
to R&D Business separation, product recalls or other product
issues. In addition, the outlook assumes that the recent
unfavorable clinical trial studies for BPD and Terlipressin will
not result in a material adverse financial impact.
Moody's could downgrade the ratings if any event is expected to
materially disrupt revenue or cash flow of INOMAX, such that there
would be material weakening of liquidity or if leverage exceeds
5.5 times. Moody's could also downgrade the ratings if competitive
pressures are expected to erode market share or pricing.
Positive rating pressure could develop if Ikaria establishes a
track record of maintaining a more conservative financial policy.
Absent meaningful competitive entrants, the ratings could be
upgraded if Ikaria is able to grow revenue and earnings
consistently and if leverage is sustained below 3.0x times.
Ikaria, headquartered in Hampton, New Jersey, develops and
manufactures products aimed at the critical care market. The
company's current product, INOMAX(R) therapy, delivers nitric
oxide (NO), a pharmaceutical drug delivered in gas form, for
inhalation through a proprietary delivery system. For the twelve
months ended September 30, 2013, Ikaria generated revenues of
approximately $371 million.
The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
INNOVATIVE COMPOSITES: Seeks MCTO Approval; Delays Annual Filing
----------------------------------------------------------------
Innovative Composites International Inc. on Jan. 24 disclosed that
it has made an application to the Ontario Securities Commission to
approve a temporary management cease trade order under National
Policy 12-203 Cease Trade Orders for Continuous Disclosure
Defaults, which, if granted, will prohibit trading in securities
of the Corporation by certain insiders of the Corporation, whether
direct or indirect. Innovative Composites is unable to file its
audited annual financial statements for the year ended Sept. 30,
2013, the related management's discussion and analysis, and Chief
Executive Officer and Chief Financial Officer certificates for
this period before the January 28, 2014 filing deadline.
Innovative Composites' failure to file the Required Filings before
the Filing Deadline is due to delays resulting from a recent
change in management of the Corporation as well as a change in the
Corporation's auditors. Innovative Composites is actively working
with its new auditors to complete the Required Filings on a timely
basis and anticipates that it will be a position to remedy the
default by filing the Required Filings by Feb. 11, 2014. The MCTO
will be in effect until the Required Filings are filed.
Innovative Composites intends to satisfy the provisions of the
alternative information guidelines set out in section 4.3 and 4.4
of NP 12-203 so long as the Required Filings are outstanding.
Innovative Composites has not taken any steps towards any
insolvency proceeding and the Corporation has no material
information to release to the public.
About Innovative Composites
Headquartered in Toronto, Canada, Innovative Composites
International Inc. -- http://www.innovativecompositesinc.com-- is
a high-tech engineering and manufacturing company whose goal is to
utilize its proprietary "green" composite materials and building
systems to provide innovative, engineered product solutions to
markets that include automotive and transportation, shelters and
containers, construction and housing, and industrial applications.
IRISH BANK: Seeks to Sell Florida Property to Port Authority
------------------------------------------------------------
Kieran Wallace and Eamonn Richardson, the foreign representative
of Irish Bank Resolution Corporation Limited (In Special
Liquidation) seek authority from the U.S. Bankruptcy Court for the
District of Delaware to sell certain assets to Tampa Port
Authority in consummation of a settlement between IBRC and the
Port.
The settlement agreement provides for the assignment of (i) IBRC's
interest in March 23, 2006 note in the amount of $27,000,000, (ii)
the mortgage securing the note, and (ii) the assignment of leases
given by Channelside Bay Mall, LLC, as the lessee of the
Channelside Bay Plaza, located at 615 Channelside Drive, in Tampa,
Florida, given to Anglo Irish Bank Corporation Limited, the
predecessor of IBRC. The settlement also provides mutual releases
of both parties from all claims held by either party against the
other in connection with
As consideration and payment for assignment of the Note, the
Mortgage and the Assignment of Leases, the Port agrees to pay
$5,750,000 to IBRC.
According to the Foreign Representatives' counsel, Van C. Durrer,
II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Los
Angeles, California, the consideration to be paid by the Port
under the settlement is fair and reasonable. He adds that the
consideration offered by the Port constitutes the highest or
otherwise best offer received and represents the quickest, most
efficient and least costly means of resolving the dispute among
IBRC, Channelside and the Port.
A hearing to consider approval of the settlement will be on Feb.
14, 2014, at 10:00 a.m. (EST). Objections are due Feb. 7.
Liberty Channelside, LLC, a creditor and party-in-interest in the
settlement agreement, filed an objection ahead of the objection
deadline. Liberty, which said it offered to assume the lease
agreement prior to the Petition Date, complains that the Court
should not allow the Port Authority essentially a monopolistic
right to purchase the property, to the detriment of the estate and
the rights of parties-in-interest. Liberty says it is willing to
pay more for the claims, rights, and other property that are
presumably encompassed by the settlement agreement.
Liberty is represented by John A. Anthony, Esq. --
janthony@anthonyandpartners.com -- and Edmund S. Whitson, III,
Esq. -- ewhitson@anthonyandpartners.com -- at Anthony & Partners,
LLC, in Tampa, Florida.
About Irish Bank Resolution
Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors. Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society. The two banks failed and were
merged into IBRC in July 2011. IBRC is tasked with winding them
down and liquidating their assets. In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.
IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing. Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.
Most assets in the U.S. have been sold already. IBRC is involved
in lawsuits in the U.S.
The IBRC liquidators want the U.S. bankruptcy judge to rule that
Ireland is home to the so-called foreign main bankruptcy
proceeding. If the judge agrees and determines that IBRC
otherwise qualifies, creditor actions in the U.S. will halt
automatically.
IRISH BANK: Seeks to Sell Loan Assets to Equity Firm
----------------------------------------------------
Kieran Wallace and Eamonn Richardson, the foreign representative
of Irish Bank Resolution Corporation Limited (In Special
Liquidation) seek authority from the U.S. Bankruptcy Court for the
District of Delaware to sell certain loan assets called "Tranche
14 U.S. Loans" to LSF VIII Origination Holdings Limited.
Tranche 14 contains approximately 475 Irish-originated corporate
loans, involving 52 borrowers. The nominal gross loan balance of
the Tranche 14 loan portfolio is approximately EUR3.5 billion.
The Tranche 14 loans include certain assets within the territorial
jurisdiction of the United States. The Tranche 14 U.S. Loans
include loans for which: (a) certain collateral is located in the
United States; (b) one or more borrowers are organized under the
laws of, or a citizen of, the United States; (c) one or more
guarantor(s) are organized under the laws of, or a citizen of, the
United States; or (d) the loan amount is denominated in United
States dollar in circumstances where there are additional factors
that lead the Foreign Representatives to seek approval for the
sale of the loan.
The purchase price, according to Van C. Durrer, II, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Los Angeles,
California, is highly commercially sensitive information, and
accordingly IBRC will not publicly release the purchase price, nor
will IBRC provide the purchase price to bidders for any of its
assets. Bidding on portfolios consisting of IBRC's other assets
is continuing, and preserving the confidentiality of the purchase
price will allow IBRC to obtain the highest and best price for its
other loan assets, Mr. Durrer says.
Mr. Durrer tells the Court that the purchaser is an affiliate of a
leading private equity firm that invests globally in distressed
assets, and has the financial resources to consummate the purchase
transaction.
A hearing on the request is scheduled for Feb. 14, 2014, at 10:00
a.m. Objections are due Feb. 7.
About Irish Bank Resolution
Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors. Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society. The two banks failed and were
merged into IBRC in July 2011. IBRC is tasked with winding them
down and liquidating their assets. In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.
IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing. Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.
Most assets in the U.S. have been sold already. IBRC is involved
in lawsuits in the U.S.
The IBRC liquidators want the U.S. bankruptcy judge to rule that
Ireland is home to the so-called foreign main bankruptcy
proceeding. If the judge agrees and determines that IBRC
otherwise qualifies, creditor actions in the U.S. will halt
automatically.
ISC8 INC: Hikes Authorized Common Shares to 2 Billion
-----------------------------------------------------
ISC8 Inc. filed an amendment to its Certificate of Incorporation
with the Delaware Secretary of State to increase the total
authorized shares of the Company's common stock, par value $0.01
per share, from 800,000,000 shares to 2,000,000,000 shares. A
copy of the Amendment is available for free at http://is.gd/Z9Pj4X
About ISC8 Inc.
Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.
The Company reported a net loss of $28.02 million on $501,000 of
revenues in fiscal year ended Sept. 30, 2013, compared with a net
loss of $19.7 million in fiscal year ended Sept 30, 2012.
The Company's balance sheet at Sept. 30, 2013 showed $4.96 million
in total assets, $60.52 million in total liabilities, and
stockholders' deficit of $55.55 million.
Squar, Milner, Peterson, Miranda & Williamson, LLP, in their audit
report on the consolidated financial statements for the year ended
Sept. 30, 2013, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has negative working capital of $29.7 million and a stockholders'
deficit of $55.5 million.
JAMESPORT DEVELOPMENT: Files for Chapter 11 in Central Islip
------------------------------------------------------------
Jamesport Development LLC filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 14-70202) on Jan. 21, 2014, in Central
Islip, New York.
Calverton, New York-based company estimated $10 million to $50
million in assets and $1 million to $10 million in liabilities.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due May 21, 2014.
The Debtor is represented by Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York.
JEH COMPANY: Jan. 27 Hearing on Vehicle Sale
--------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing today, Jan. 27, 2014, at 9:30 a.m., to consider
JEH Company, et al.'s motion to sell equipment pledged to Mack
Financial, Frost Bank, Ally and Ford Motor Credit.
As reported in the Troubled Company Reporter on Jan. 8, 2014, the
Debtors sought authorization to sell two vehicles pledged to Frost
Bank. The Debtors own two 2010 Ford Focus VIN Nos. ending in 8885
and 8677 with one having approximately 127,105 miles and the
second having approximately 70,882 miles. An independent third
party Cantwell has offered $4,000 and $5,300 respectively for the
two vehicles. The respective payoffs are approximately $7,447.28
each, leaving deficiencies in connection with each of the vehicles
in the approximate amount of $3,447 and $2,147.
The Debtors proposed to pay the entirety of the proceeds in
connection with these vehicles to Frost Bank as sufficient cash
proceeds exist to satisfy all ad valorem taxing authorities.
Those cash proceeds were generated by a prior sale and by order of
the Court, the liens of ad valorem taxing authorities already
attach to those assets.
About JEH Company
JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.
JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners. JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO. Stallion is in the quarter horse and thoroughbred horse
business.
In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.
JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.
JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.
JEH COMPANY: Wants to Include Two Ramps in Vehicle Sale
-------------------------------------------------------
JEH Company, et al., in an amended motion, notified the U.S.
Bankruptcy Court for the Northern District of Texas that the sale
of the 2004 Case 586G Wide VIN No. ending in 292454 pledged to
Wells Fargo Equipment Finance Manufacturer Service Group Case
Lift, included two ramps used in connection with the other
equipment for a total purchase price of $25,500. The ramps are
not pledged to Wells Fargo.
As reported in the Troubled Company Reporter on Jan. 8, 2014, an
independent third party Shoppa has offered $19,500 for the 2004
Case 586G Wide VIN No. ending in 292454. The respective payoff is
approximately $19,454.51, leaving a deficiency in connection with
this vehicle in the approximate amount of $45.49.
The Debtors propose to pay the entirety of the proceeds in
connection with these vehicles to Wells Fargo as sufficient cash
proceeds exist to satisfy all ad valorem taxing authorities.
Those cash proceeds were generated by a prior sale and by order of
the Court, the liens of ad valorem taxing authorities already
attach to those assets.
About JEH Company
JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.
JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners. JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO. Stallion is in the quarter horse and thoroughbred horse
business.
In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.
JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.
JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.
JEH COMPANY: Dismissal of Stallion Station Case Sought
------------------------------------------------------
JEH Stallion Station Inc. filed a motion to dismiss its Chapter 11
case.
The Stallion case was filed primarily to prevent foreclosure of
equipment by Frost Bank. The need for a bankruptcy protection of
those assets no longer exists, according to Stallion Station's
court filings.
The Debtors are in the process of seeking approval of a
liquidation plan. Stallion believes the dismissal of its case is
in the best interest of its creditors, by limiting administrative
expense related to that liquidation. Continuing to include the
Stallion case in the administratively consolidated reorganization
process raises administrative expense without a commensurate
benefit to the remaining estates.
Stallion does not believe conversion of the case to be in the best
interest of its creditors as a trustee and the professionals of
the trustee would likely need to invest time that has already been
invested by the Debtor and its professionals, without commensurate
benefit.
Hearing on the motion is set for Feb. 12, 2014 at 1:30 p.m. in Ft.
Worth, Texas.
Counsel for the Debtors can be reached at:
Mark J. Petrocchi, Esq.
2200 Forest Park Blvd.
Fort Worth, TX 76110
Tel: (817) 926-2500
Fax: (817) 926-2505
About JEH Company
JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.
JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners. JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO. Stallion is in the quarter horse and thoroughbred horse
business.
In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.
JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.
JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.
KAHN FAMILY: Wells Fargo Wants Adequate Protection on Cash Use
--------------------------------------------------------------
Wells Fargo Bank, N.A., asks the U.S. Bankruptcy Court for the
District of South Carolina to (i) prohibit Kahn Family, LLC's use
of cash collateral; and (ii) require the Debtor to account for and
segregate any of Wells Fargo's cash collateral which was generated
by non-debtor property and collected by the Debtor and preserve
all of Wells Fargo's rights with respect to such non-debtor cash
collateral.
Wells Fargo is the holder of six loans to Kahn-related entities,
which are generated by Mr. Kahn and secured by various collateral
pledged by non-debtor and debtor entities. Collectively, the
loans have a balance due of $61,802,838 as of Jan. 3, 2014.
According to Wells Fargo, the Debtor has not met its burden to
show Wells Fargo is adequately protected or otherwise obtained
approval by the Court to use cash collateral.
The Court will convene a hearing on Feb. 28, 2014, at 10:00 a.m.,
to consider the request.
About Kahn Family
Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013. Kahn Family disclosed $50 million to
$100 million in assets and liabilities. R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel. David G.
Wolff, Esq., at Barnes, Alford, Stork & Johnson, LLP, is the
Debtor's special counsel. Bill Quattlebaum, CPA of Elliott Davis,
LLC, serves as its accountant.
The Debtor's Plan of Reorganization dated Dec. 20, 2013, provides
that payments and distributions under the Plan will be funded by
(1) the sale of certain of the Debtor's real property at fair
market value; (2) the transfer of certain real property of the
Debtor to Gibraltar BB4, LLC; (3) conversion of certain unsecured
claims against the Debtor to equity in the Reorganized Debtor; (4)
cash on hand on the Effective Date; and (5) cash flow from
continuing operations.
Hearing on the Disclosure Statement is scheduled for Feb. 28,
2014, at 10:00 a.m. before Judge Helen E. Burris. Parties-in-
interest have until Feb. 21 to file formal written objections, if
any, to the Disclosure Statement.
LEE'S FORD: Judge Confirms Chapter 11 Reorganization Plan
---------------------------------------------------------
U.S. Bankruptcy Judge Tracey Wise confirmed on Jan. 17 the Chapter
11 plan of reorganization of Lee's Ford Dock, Inc. and its
affiliated debtors.
The Court approved the Disclosure Statement explaining the
Debtors' bankruptcy-exit plan on Oct. 23, 2013. As reported in
the Troubled Company Reporter on Aug. 27, 2013, the Debtors' plan
contemplates the continued business operations of the Debtors and
the payment of all allowed claims to the extent possible over a
period of time from future income and revenue.
All claims other than secured Claims will be paid to the greatest
extent possible within five years, according to the disclosure
statement for the Debtors' proposed Chapter 11 Joint Plan of
Reorganization, dated Aug. 22, 2013.
The Plan provides that the allowed secured claims of Branch
Banking & Trust Company in Class 1 will be repaid through regular
monthly principal and interest payments, amortized over 30 years
at an interest rate of 4.25%, with the entire claim to be repaid
in full on or before Aug. 31, 2025, which is the end of the
current term of the Corps Lease, with no prepayment penalties.
The Plan provides that the allowed secured claims of the U.S.
Small Business Administration in Class 2 will be repaid through
regular monthly principal and interest payments, amortized over 30
years at an interest rate of 4.00%, with the entire then-
outstanding balance of the Class 2 Claims to become due on
Sept. 24, 2037, with no prepayment penalties.
Each holder of allowed unsecured claims in Class 6, except as
otherwise set forth in the Disclosure Statement, will receive
distributions equal to the full Allowed amount of its Claim within
12 months following the Effective Date.
Holders of equity interests in the Debtors under Class 8 will
remain otherwise unimpaired by confirmation of the Debtors' Plan.
There will be no dividends, distributions, or any other payments
to or on account of the interests until all allowed claims have
been paid in full.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/lee'sford.doc271.pdf
About Lee's Ford
Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008. The
petition was signed by James D. Hamilton, president.
The Debtors collectively operate as "Lee's Ford Resort & Marina" -
- http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.
Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.
The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam. The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.
The Debtors disclosed $21,225,899 in assets and $13,339,745 in
liabilities as of the Chapter 11 filing.
Attorneys at DelCotto Law Group PLLC, in Lexington, Ky., serve as
the Debtors' counsel. Smith, Currie & Hancock LLP serves as
special counsel to advise and assist the Debtor in connection with
its pursuit of claims against the U.S. Army Corps of Engineers.
Venters Law Office serves as special counsel to advise and assist
the Debtor in connection with the prosecution and defense of
general litigation matters, including the collection of unpaid
boat slip rental fees, and any other specific matters in
connection therewith.
The U.S. Trustee has said an official committee has not been
appointed in the bankruptcy case of Lee's Ford Dock Inc. because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.
LEE'S FORD: Court OKs Use of Cash Collateral Until Feb. 10
----------------------------------------------------------
For the 21st time, U.S. Bankruptcy Judge Tracey Wise issued an
interim order authorizing Lee's Ford Dock Inc. and its debtor-
affiliates' continued use of cash collateral.
The latest order allows the companies to use the cash collateral
of C&I Solutions III, LLC until February 10 in accordance with a
budget.
As "adequate protection" for the use of C&I's cash collateral
during the month of January, Lee's Ford will pay $15,000 to C&I.
If Lee's Ford and the creditors are unable to reach an agreement
as to the terms of a final order by February 10, they may tender
further interim orders. If no interim orders are tendered by
February 10, this matter will come on for final hearing on
February 25.
Lee's Ford is represented by:
Elizabeth L. Thompson, Esq.
STITES & HARBISON PLLC
250 W. Main Street, Suite 2300
Lexington, KY 40507-1758
Tel: (859) 226-2300
Fax: (859) 253-9144
E-mail: ethompson@stites.com
About Lee's Ford
Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008. The
petition was signed by James D. Hamilton, president.
The Debtors collectively operate as "Lee's Ford Resort & Marina" -
- http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.
Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.
The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam. The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.
The Debtors disclosed $21,225,899 in assets and $13,339,745 in
liabilities as of the Chapter 11 filing.
Attorneys at DelCotto Law Group PLLC, in Lexington, Ky., serve as
the Debtors' counsel. Smith, Currie & Hancock LLP serves as
special counsel to advise and assist the Debtor in connection with
its pursuit of claims against the U.S. Army Corps of Engineers.
Venters Law Office serves as special counsel to advise and assist
the Debtor in connection with the prosecution and defense of
general litigation matters, including the collection of unpaid
boat slip rental fees, and any other specific matters in
connection therewith.
The U.S. Trustee has said an official committee has not been
appointed in the bankruptcy case of Lee's Ford Dock Inc. because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.
LEE'S FORD: Wins Approval to Obtain $350,000 Loan From CTBI
-----------------------------------------------------------
Lee's Ford Dock Inc. and its affiliated debtors received the green
light from U.S. Bankruptcy Judge Tracey Wise to borrow $350,000 in
financing.
The financing, which is in the form of a revolving line of credit
loan, will be provided by Community Trust Bank Inc.
As security for the loan, Community Trust will be granted valid
and perfected, senior and first-priority security interests in and
liens on the loan collateral. The collateral includes liens on
all of the assets of Lee's Ford and its affiliated debtors, and
guarantees of the line of credit by the companies, Hamilton
Revocable Trust and James Hamilton.
Lee's Ford was also authorized by Judge Wise to pay up to $23,000
to Community Trust for the fees and expenses incurred in
connection with obtaining the new loan.
About Lee's Ford
Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008. The
petition was signed by James D. Hamilton, president.
The Debtors collectively operate as "Lee's Ford Resort & Marina" -
- http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.
Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.
The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam. The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.
The Debtors disclosed $21,225,899 in assets and $13,339,745 in
liabilities as of the Chapter 11 filing.
Attorneys at DelCotto Law Group PLLC, in Lexington, Ky., serve as
the Debtors' counsel. Smith, Currie & Hancock LLP serves as
special counsel to advise and assist the Debtor in connection with
its pursuit of claims against the U.S. Army Corps of Engineers.
Venters Law Office serves as special counsel to advise and assist
the Debtor in connection with the prosecution and defense of
general litigation matters, including the collection of unpaid
boat slip rental fees, and any other specific matters in
connection therewith.
The U.S. Trustee has said an official committee has not been
appointed in the bankruptcy case of Lee's Ford Dock Inc. because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.
LJSS HOLDINGS: S&P Assigns 'B' CCR & Rates New $280MM Debt 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Illinois-based fluid power and motion
control technologies distributor and solutions provider LJSS
Holdings Inc. The outlook is stable. At the same time, S&P
assigned its 'B' issue-level rating to the company's proposed
$280 million senior secured credit facility, which consists of a
$25 million revolving credit facility due 2019 and a $255 million
term loan due 2021. The recovery rating is '3', which indicates
S&P's expectation for meaningful (50%-70%) recovery in a default
scenario. STS Operating Inc. is the borrower under the credit
facility.
"The rating on LJSS Holdings reflects our assessment of the
company's 'weak' business risk profile and 'highly leveraged'
financial risk profile," said Standard & Poor's credit analyst
Carol Hom. S&P's business risk profile assessment incorporates
its view of LJSS Holdings "weak" competitive position, which is
characterized by its limited scope of operations (limited to fluid
power and motion control technologies and solutions), significant
supplier concentration, and exposure to cyclical end-markets in
the highly fragmented fluid power distribution market. These
factors are partially offset by the company's value-added services
offering customized solutions that lower costs, low customer
concentration, and end-market diversity.
The outlook is stable. "We believe modest revenue growth and
stable EBITDA margins should allow the company to achieve the
deleveraging that we have assumed," said Ms. Hom.
"We could lower the rating if LJSS Holdings experiences worse-
than-expected operating performance or a significant loss of
customers or if the company adopts a more aggressive financial
policy, including higher debt to fund acquisitions or
distributions to its financial sponsor if we expect adjusted
leverage to remain above 7x for a sustained period. We could also
lower the rating if the company's ability to draw on its revolver
is limited; for instance, if the revolver is drawn more than 25%
and we expect the headroom under its springing maximum first-lien
leverage covenant to fall to less than 15%," S&P added.
On the other hand, S&P could raise the ratings if the company
experiences stronger-than-expected growth in the company's end
markets, if a more conservative financial policy improve leverage
to 4x-5x, and if S&P expects LJSS Holdings to sustain this
improvement. S&P believes LJSS Holdings could achieve this
through revenue growth, stable operating margins, and debt
reduction using free cash flow.
LONGVIEW POWER: Has Until March 31 to Decide on Unexpired Leases
----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended until March 31, 2014, Longview
Power, LLC, et al.'s time to assume or reject unexpired leases of
nonresidential real property.
As reported in the Troubled Company Reporter on Jan. 6, 2014, the
Debtors are party to approximately 430 Unexpired Leases, including
both subterranean land and mineral leases, well as traditional
nonresidential real property leases. On Nov. 12, 2013, each of
the Debtors filed their Schedules of assets and liabilities and
statements of financial affairs. As part of the schedules, the
Debtors identified the unexpired leases to which one or more of
the Debtors may be parties.
"To date, the Debtors have not yet had an opportunity to determine
conclusively which Unexpired Leases may be assumed or rejected as
part of their overall restructuring objectives. Rather, the
Debtors have been principally focused on stabilizing their
business operations, negotiating the terms of critical
postpetition financing, preparing and negotiating their disclosure
statement, and moving forward with approval for their plan of
reorganization. The Debtors therefore require additional time to
complete their analysis of the Unexpired Contract in light of
their overall restructuring goals," Zachary I. Shapiro, Esq., at
Richards, Layton & Finger, P.A., the attorney for the Debtors,
said in a Dec. 23 court filing.
According to Mr. Shapiro, the unexpired leases in the chapter 11
cases are complex and involve a large number of agreements with
numerous counterparties. Among other things, the Debtors engage
in mining operations on numerous properties across West Virginia
and Pennsylvania, many of which are governed by the Unexpired
Leases. A 90-day extension will provide the Debtors with
additional time to closely assess the locations and associated
operations governed by the Unexpired Leases and determine which
Unexpired Leases fit with the Debtors' operational restructuring
objectives, Mr. Shapiro stated.
About Longview Power LLC
Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh. The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.
Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary. The Debtor estimated assets and debts of
more than $1 billion. Judge Brendan Linehan Shannon presides over
the case. Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC
acts as the Debtors' investment bankers. Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors. Ernst &
Young serves as the Debtors' accountants. The Debtors' claims
agent is Donlin, Recano & Co. Inc.
The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.
Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.
Longview in November 2013 filed a bankruptcy-exit plan that will
drop $1 billion in debt from the Debtor's balance sheet and raise
money to cover the cost of fixing the plant. Under the Plan, the
lenders would share between 85 percent and 90 percent of the
reorganized company's equity, court papers show. The lenders
providing the bankruptcy loan would get the rest of the equity.
LONGVIEW POWER: Backstoppers Support Exclusivity Extension
----------------------------------------------------------
The so-called backstoppers support an extension of Longview Power
LLC, et al.'s exclusivity periods and expressed support on the
Debtors' response to Kvaerner North American Construction Inc.'s
objection to the extension request.
Backstoppers are holders of approximately 60 percent of the debt
outstanding under the Longview Credit Agreement.
The Debtors said they had clearly established that cause exists to
extend exclusivity in the cases.
As reported in the Troubled Company Reporter on Jan. 20, 2014,
Kvaerner said the Debtors and the Backstoppers have repeatedly
expressed that reorganization in the cases must be accomplished
quickly and that any other timetable is unworkable. Through the
exclusivity motion, however, the Debtors suddenly seek to prolong
the timeframe for reorganization.
As reported in the TCR on Jan. 3, 2014, the Debtor seeks an
expansion of the exclusive right to propose a reorganization plan
in concert with the already scheduled confirmation hearing on
Feb. 10 for approval of the Chapter 11 plan. Critical to the
confirmation process is a Feb. 7 hearing to reduce or eliminate
claims of mechanics' lienholders. If the motion is approved, the
new plan-filing deadline will be March 14.
Longview in November 2013 filed a bankruptcy-exit plan that will
drop $1 billion in debt from the Debtor's balance sheet and raise
money to cover the cost of fixing the plant. Under the Plan, the
lenders under a $1.04 billion credit facility would share between
85 percent and 90 percent of the reorganized company's equity,
court papers show. The lenders providing the bankruptcy loan
would get the rest of the equity.
An unresolved issue is the status of $370 million in mechanics'
liens and whether they come before or behind other lenders. The
company initiated proceeding for the bankruptcy court to estimate
the mechanics' lien claims. The company says they are entitled to
no payment under the plan.
Eric Lopez Schnabel, Esq., at Dorsey & Whitney (Delaware) LLP; and
Neil E. McDonell, Esq., at Dorsey & Whitney LLP, on behalf of
Kvaerner, filed under seal, its objection and reservation of
rights to Longview Power's motion to estimate the claims of
Kvaerner, Siemens Energy, Inc., and Foster Wheeler North America
Corp. at zero dollars. In a separate filing, Siemens Energy,
Inc., also filed under seal its objection to the Debtor's motion.
About Longview Power LLC
Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh. The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.
Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary. The Debtor estimated assets and debts of
more than $1 billion. Judge Brendan Linehan Shannon presides over
the case. Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC
acts as the Debtors' investment bankers. Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors. Ernst &
Young serves as the Debtors' accountants. The Debtors' claims
agent is Donlin, Recano & Co. Inc.
The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.
Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.
M*MODAL INC: Bank Debt Trades at 15% Off
----------------------------------------
Participations in a syndicated loan under which M*Modal Inc. is a
borrower traded in the secondary market at 85.15 cents-on-the-
dollar during the week ended Friday, Jan. 24, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal. This represents a decrease of 0.65
percentage points from the previous week, The Journal relates.
M*Modal Inc. pays 550 basis points above LIBOR to borrow under the
facility. The bank loan matures on Aug. 20, 2019 and carries
Moody's B2 rating and Standard & Poor's B rating. The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
MARTIFER SOLAR: Files for Chapter 11 in Las Vegas
-------------------------------------------------
Martifer Solar USA, Inc., said it faced a liquidity crisis caused
in large measure by substantially delayed receipt of its
liabilities.
According to the Debtor, the delay of the receipt of the
receivables has resulted in its largest secured creditor requiring
the company to immediately pay off all outstanding indebtedness
owed to the bank. The bank, the Debtor adds, has undertaken a
course of action that substantially jeopardizes the company's
continued operations and going concern value.
As a result, Martifer filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 14-10357) in Las Vegas on Jan. 21, 2014.
The Los Angeles, California-based company estimated $10 million to
$50 million in assets and liabilities.
According to the docket, the deadline to file claims is May 21,
2014. The meeting of creditors under 11 U.S.C. Sec. 341(a) is on
Feb. 20, 2014.
The Debtor has tapped Brett A. Axelrod, Esq., at Fox Rothschild
LLP, in Las Vegas, as counsel, and Armory Consulting Co. as
restructuring and financial advisor.
MF GLOBAL: Corzine Can't Dodge CFTC Suit Over Collapse
------------------------------------------------------
Law360 reported that a New York federal judge on Jan. 17 refused
to toss a U.S. Commodity Futures Trading Commission suit targeting
former MF Global Inc. CEO Jon Corzine and Assistant Treasurer
Edith O'Brien for their roles in mishandling $1 billion in
customer funds, finding their motion to dismiss the case was
premature.
According to the report, U.S. District Judge Victor Marrero said
the CFTC's complaint includes reasonable allegations that Corzine
failed to supervise employees tasked with keeping MF Global's
customer funds safe and that O'Brien oversaw the transfers of
hundreds of millions of dollars.
The case is Deangelis v. Corzine et al., Case No. 1:11-cv-07866
(S.D.N.Y.).
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810). On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan. As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%. Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company. As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee. Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.
MOTORS LIQUIDATION: Says No Unit Distribution for Dec. 31 Qtr.
--------------------------------------------------------------
Wilmington Trust Company, solely in its capacity as trustee and
trust administrator, on Jan. 21, 2014, filed a GUC Trust Report
required by Section 6.2(c) of the GUC Trust Agreement together
with the Budget Variance Report, each for the quarter ended
Dec. 31, 2013. In addition, the Motors Liquidation Company GUC
Trust announced that no distribution in respect of its Units (as
that term is defined in the GUC Trust Agreement) is anticipated
for the fiscal quarter ended Dec. 31, 2013.
Pursuant to the Amended and Restated Motors Liquidation Company
GUC Trust Agreement dated as of June 11, 2012, and between the
parties thereto, as amended, Wilmington Trust is required to file
certain GUC Trust Reports with the Bankruptcy Court for the
Southern District of New York. In addition, pursuant to that
certain Bankruptcy Court Order Authorizing the GUC Trust
Administrator to Liquidate New GM Securities for the Purpose of
Funding Fees, Costs and Expenses of the GUC Trust and the
Avoidance Action Trust, dated March 8, 2012, the GUC Trust
Administrator is required to file certain quarterly variance
reports as described in the third sentence of Section 6.4 of the
GUC Trust Agreement with the Bankruptcy Court.
A copy of the Motors Liquidation Company GUC Trust
Quarterly Section 6.2(C) Report and Budget Variance Report as of
Dec. 31, 2013, is available for free at http://is.gd/CBSAxR
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.
NATURAL MOLECULAR: Court Reassigns Case to Judge Barreca
--------------------------------------------------------
Natural Molecular Testing Corp.'s bankruptcy case has been
reassigned to the Honorable Marc L. Barreca in a Jan. 9 order.
Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle. Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.
Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors. Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.
NNN 123: Hearing on Case Dismissal Continued Until Feb. 6
---------------------------------------------------------
The Bankruptcy Court continued until Feb. 6, 2014, at 11:30 a.m.,
the hearing to consider the motion to dismiss the Chapter 11 case
of NNN 123 North Wacker LLC.
As reported in the Troubled Company Reporter on Nov. 7, 2013,
NNN 123 North Wacker 1 LLC and other tenants in common (TIC
Members), who owns over 86% of the property that constitutes the
only significant asset of debtor NNN 123 North Wacker LLC, filed a
motion with the U.S. Bankruptcy Court seeking to dismiss the
chapter 11 case.
The TIC Members are 34 single purpose limited liability companies
that, along with the Debtor, hold an undivided fee interest as
common law tenants in common in an office building located at 123
North Wacker Drive, Chicago, Illinois. The TIC Members, along
with the Debtor, are jointly and severally liable on more than
$134 million in loans that were advanced by General Electric
Capital Corporation to purchase the property in 2005 and which
loans are now securitized.
The TIC Members had been working cooperatively with the Master
Service of the Loans in an effort to develop a strategy to
restructure the Loans and to infuse additional capital into the
property when they learned of the Debtor's bankruptcy filing.
The Debtor, however, did not participate in the TIC members'
restructuring. The TIC Members have had a strained relationship
with the Debtor's principals.
According to the Dismissal Motion, the Chapter 11 case must be
dismissed on these reasons:
a. The petition was filed in bad faith
The Debtor has not articulated any good faith basis for filing the
within case and, considering that no default had even been called
by the Lender at the time of the filing and no enforcement efforts
were undertaken, no basis existed for the filing.
b. The case should be dismissed rather than converted
Dismissal, rather than conversion, is appropriate and in the best
interest of creditors and the estate because there are no assets
available for distribution to unsecured creditors in the event of
conversion.
About NNN 123 North Wacker LLC
NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel. The Debtor disclosed total assets of $24.95 million and
total liabilities of $135.47 million in its Schedules.
Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.
NNN 123: Asks Court to Extend Plan-Related Deadlines
----------------------------------------------------
NNN 123 North Wacker, LLC, et al., ask the Bankruptcy Court to
extend the deadlines in relation to their Chapter 11 Plan. The
Court will consider the Debtors' request at a hearing scheduled
for today, Jan. 27, 2014, at 10:30 a.m.
The Debtors relate they have made significant progress in
negotiations with the lenders, and they need additional time to
conclude those discussions in relation to the Plan and the
explanatory Disclosure Statement.
The Debtors propose these extensions:
Deadline Current Date Proposed Date
-------- ------------ -------------
Plan Exclusivity Deadline Feb. 3 May 4
Solicitation Deadline April 25 July 1
Plan Filing Feb. 6 May 4
Plan Status Hearing Feb. 18 Week of May 19
General Claims Objection
Deadline Feb. 3 April 14
About NNN 123 North Wacker, LLC
NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel. The Debtor disclosed total assets of $24.95 million and
total liabilities of $135.47 million in its Schedules.
Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.
NORTHERN BLIZZARD: DBRS Assigns 'B(low)' Provisional Issuer Rating
------------------------------------------------------------------
DBRS Inc. has assigned a provisional rating of B (low) with a
Stable trend to the Issuer Rating and the proposed Senior
Unsecured Notes (the Notes) of Northern Blizzard Resources Inc.
(NBR or the Company). DBRS has also assigned a provisional rating
of RR4 to the Notes. The proposed Notes of up to US$425 million
are subordinated to the Company's $600 million secured bank
facilities. The Company intends to use $200 million of the total
proceeds to pay out the owners as special dividends.
The ratings reflect: (1) NBR's healthy cash flow generation
capability from its current production at approximately 18,400
barrels of oil equivalent per day (boe/d) (93% heavy oil, 7%
natural gas) in LTM 2013; (2) good production growth prospects;
(3) reasonable capital spending flexibility and adequate
liquidity; and (4) reasonable netbacks. The key to the Company's
medium-term cash flow generation capability will largely be driven
by the successful expansion of its current production to about
25,000 boe/d by 2015, assuming oil prices remain at current
levels. Should West Texas Intermediate (WTI) oil prices drop to
below $80/barrel (bbl) and/or the light/heavy oil pricing
differentials widen to above $30/bbl for a prolonged time period,
DBRS expects NBR to curtail capex to maintain its credit metrics
within the assigned rating category. In addition, any lengthy
project delays and significant cost overruns that require
substantial external funds could result in a negative rating
action. The assigned ratings factor in the Company's good cash
flow from its current production and low maintenance capex (only
50% to 60% of cash flow is required to sustain production at
20,000 boe/d). This is a result of reasonable netbacks (EBITDA
netbacks of $30/boe) and low production decline rates
(approximately 15%), which compare favourably with the Company's
peers, who are typically engaged in non-conventional production.
NBR's financing strategy for future production growth is to mainly
use internally generated cash flow with modest borrowings
(assuming no additional dividend distribution post-NBR's planned
special dividend payments of $200 million upon closing of the
Notes). NBR's key credit metrics are expected to weaken
significantly following the special dividend payment. However,
the key credit ratios are expected to remain commensurate with the
assigned rating range for the foreseeable future. In addition, the
Company's current liquidity remains adequate to finance its short-
term working capital requirements. DBRS expects NBR to prudently
manage its growth strategy to maintain the credit metrics within
the assigned rating category should a substantial cash flow
shortfall occur.
OCEANIA CRUISES: Moody's Keeps B2 Rating Over Indirect Parent IPO
-----------------------------------------------------------------
Moody's Investors Service said Prestige Cruises International,
Inc., the indirect parent company of Oceania Cruises, Inc.
(Oceania - B3, positive) and Seven Seas Cruises S. DER.L. (Regent
- B2, stable), filing on Jan. 22, 2014, to take the company public
is a credit positive.
The principal methodology used in this rating was the Global
Lodging & Cruise Industry Rating Methodology Industry Methodology
published in December 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
Oceania is a five-ship cruise company (one ship on charter through
April 2014). Oceania targets the upper premium segment of the
cruise industry. Regent is a three-ship (plus one on order) cruise
ship operator that targets the luxury segment of the cruise
industry.
OVERSEAS SHIPHOLDING: Proskauer Blasts Malpractice Claims
---------------------------------------------------------
Law360 reported that Proskauer Rose LLP urged a Delaware
bankruptcy court on Jan. 17 to throw out Overseas Shipholding
Group Inc.'s malpractice suit, slamming allegations that the
firm's advice cost the company millions of dollars in "avoidable'
tax liabilities and contending that OSG provided Proskauer false
information.
According to the report, the New York-based law firm took the oil
tanker company to task for failing to turn over key financial
documents to its attorneys prior to OSG's 2012 bankruptcy filing,
which contradicted assurances the company had made on certain
transactions, the Jan. 17 motion says.
About Overseas Shipholding
Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products. OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.
Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities. Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer. James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser. Kurtzman
Carson Consultants LLC is the claims and notice agent.
The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark
Partners, LLC serves as financial and restructuring advisor.
Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.
PFS HOLDING: S&P Assigns 'B' CCR & Rates $260MM 1st-Lien Loan 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Easton, Pa.-based PFS Holding Corp. The outlook is
stable.
At the same time, S&P assigned a 'B' issue rating to the
$260 million first-lien term loan due January 2021. The recovery
rating is '3', which indicates S&P's expectation for meaningful
(50% to 70%) recovery for first-lien creditors in the event of a
default.
S&P also assigned a 'CCC+' issue rating to the $130 million
second-lien term loan due January 2022. The recovery rating is
'6', which indicates S&P's expectations for negligible (0% to 10%)
recovery for second-lien creditors in the event of a default.
"Our rating on PFS reflects the weakened credit metrics as a
result of the LBO transaction," said Standard & Poor's credit
analyst Brian Milligan. "We estimate the ratio of debt to EBITDA
will be just above 6x by the end of 2014 and just below 6x in
2015. In addition, we believe the company's financial policy has
become more aggressive and leverage will remain above 5x for at
least the next two years."
Standard & Poor's ratings also reflect PFS' narrow business focus
in pet food and supplies distribution services, geographic
concentration in North America, and channel concentration among
independent pet retailers.
The outlook is stable. This reflects S&P's base-case scenario for
minimal debt reduction and EBITDA growth in 2014. S&P believes
the company will continue to benefit from growth in the pet food
and supplies industry, new geographical markets, and operating
leverage. Further, under the new ownership and proposed capital
structure following the LBO, S&P expects leverage will remain
above 5x for at least the next two years. S&P expects the company
will maintain an adequate liquidity profile given distant debt
maturities and no financial maintenance covenants in the term
loans and the springing covenant in the asset-based revolver.
PHOENIX COMPANIES: Commences Solicitation to Amend Indenture
------------------------------------------------------------
The Phoenix Companies, Inc. on Jan. 23 commenced its previously
announced solicitation of bondholders holding its 7.45% Quarterly
Interest Bonds Due 2032 (CUSIP 71902E 20 8) seeking a consent to
amend the indenture governing the bonds and provide a related
waiver.
The amendment to the terms of the indenture would allow Phoenix to
extend to March 16, 2015 the deadline for all SEC reports required
to be delivered to the bond trustee prior to that date, but will
not alter the company's current obligation to pay principal and
interest on the bonds as provided for in the indenture.
Phoenix previously said it expects to file its 2012 Form 10-K by
March 31, 2014 and become a timely SEC filer with the filing of
its second quarter 2014 Form 10-Q. The extended deadline would
provide Phoenix with additional flexibility for delivering
required SEC reports to the bond trustee.
As previously reported, Phoenix is restating historical annual and
interim GAAP financial statements. As a result, Phoenix has not
yet filed with the SEC its third quarter 2012 Form 10-Q and its
subsequent periodic reports.
Phoenix is required to file its quarterly and annual reports with
the bond trustee within 15 days after the applicable filing
deadline. After each deadline, the trustee or holders
representing 25% or more in outstanding principal amount of the
bonds may then initiate a 60-day "cure" period. If the reports
are not delivered to the trustee before the cure period expires,
the trustee or holders representing 25% or more in outstanding
principal amount of the bonds can request acceleration of
maturity.
In May 2013, Phoenix received valid consents from bondholders that
allowed the company to extend the date for providing to the bond
trustee its third quarter 2012 Form 10-Q and subsequent periodic
reports to Dec. 31, 2013. Because Phoenix did not meet this
deadline and does not expect to provide the reports within the
cure period, it must obtain bondholder consent for the amendments
and waiver by March 7, 2014 to avoid an event of default.
Phoenix is making a Consent Solicitation Statement available to
its bondholders through the bank or broker where their bonds are
held and will begin outreach for their consent to the amendments.
If the consent solicitation is successful, and subject to the
conditions described in the Consent Solicitation Statement,
bondholders will be compensated for their consent in the amount of
$0.0625 for each $25 in principal amount. Bondholders may revoke
their consent pursuant to the terms described in the Consent
Solicitation Statement.
The solicitation will expire at 5:00 p.m., EST, on Feb. 20, 2014,
or such date and time to which the company may extend it. Only
bondholders of record as of the close of business on Jan. 22, 2014
may provide consents and receive the consent fee.
This announcement is not a solicitation of consents with respect
to any bonds. The consent solicitation is being made solely by a
Consent Solicitation Statement and related documents.
Morgan Stanley & Co. LLC is serving as Solicitation Agent and D.F.
King & Co., Inc. is serving as Information and Tabulation Agent
for this solicitation. Bondholders needing assistance or
additional copies of the Consent Solicitation Statement should
call D.F. King at 1-800-829-6551 or send an e-mail to
pfx@dfking.com
Bankers and brokers should call D.F. King at 1-212-269-5550.
General questions may be directed to Morgan Stanley at 1-800-624-
1808.
Phoenix's 7.45% Quarterly Interest Bonds are a retail note issued
in 2001 with approximately $253 million outstanding and are traded
on the NYSE under the symbol "PFX."
About Phoenix
The Phoenix Companies, Inc. -- http://www.phoenixwm.com-- helps
financial professionals provide solutions, including income
strategies and insurance protection, to families and individuals
planning for or living in retirement. Founded as a life insurance
company in 1851, Phoenix offers products and services designed to
meet financial needs in the middle income and mass affluent
markets. Its distribution subsidiary, Saybrus Partners, Inc.
offers solutions-based sales support to financial professionals
and represents Phoenix's products among key distributors,
including independent marketing organizations and brokerage
general agencies. Phoenix is headquartered in Hartford,
Connecticut, and its principal operating subsidiary, Phoenix Life
Insurance Company, has its statutory home office in East
Greenbush, New York.
REVSTONE INDUSTRIES: Sale of Unit to Proceed Over Suitor Challenge
------------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge on Jan. 16 denied
a request by Angstrom Automotive Group LLC to halt Revstone
Industries LLC's sale of a nondebtor unit, agreeing with part of
the debtor's argument that the bankruptcy court did not have
jurisdiction in the matter.
According to the report, during an emergency hearing in
Wilmington, Del., U.S. Bankruptcy Judge Brendan L. Shannon sided
against Angstrom, which claimed it had been promised there would
be an auction for Revstone's nondebtor unit Creative Lighting
Solutions LLC but was surprised when the target went with another.
Revstone argued that Angstrom was not shut out of the sale process
and that the court has no jurisdiction over the matter anyway, the
report related. Revstone contends that Angstrom, which purchased
the assets of the auto parts conglomerate's affiliate Greenwood
Forgings LLC for about $4 million after winning an auction in May,
was actually invited twice to bid on nondebtor unit Creative
Lighting.
As previously reported by The Troubled Company Reporter, Angstrom
lodged an adversary action in Revstone's bankruptcy, claiming it
was interested in buying Creative Lighting but the Debtor didn't
allow it to participate in the auction process.
About Revstone Industries et al.
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., at Pachulski Stang
Ziehl & Jones LLP represents Revstone. In its petition, Revstone
estimated under $50 million in assets and debts.
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 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.
Metavation has 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., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.
RJL 60-68 HALSTEAD: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: RJL 60-68 Halstead Avenue Corp.
33 Bentay Dr.
White Plains, NY 10528
Case No.: 14-22087
Chapter 11 Petition Date: January 23, 2014
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Judge: Hon. Robert D. Drain
Debtor's Counsel: Anne J. Penachio, Esq.
PENACHIO MALARA, LLP
235 Main Street, Sixth Floor
White Plains, NY 10601
Tel: (914) 946-2889
Fax: (914) 946-2882
Email: apenachio@pmlawllp.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert J. Luiso, managing member.
The Debtor listed Colfin Metro Funding, LLC, at 2450 Broadway
6th Floor, Santa Monica, CA 90404, as its largest unsecured
creditor holding a claim of $1.8 million.
ROTECH HEALTHCARE: Objects to Baker & McKenzie's Fee Application
----------------------------------------------------------------
Reorganized Rotech Healthcare Inc. and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware renewed their
objection to the final amount sought by Baker & McKenzie LLP for
compensation for services and reimbursement of disbursements as
attorneys for the statutory committee of equity security interest
holders.
Baker filed its final fee application seeking compensation of
$1,083,014 for services rendered from April 25, 2013, to Aug. 16,
2013, as well as expenses in the total amount of $57,661.
According to Martin J. Bienenstock, Esq., at Proskauer Rose LLP,
in New York, Baker was representing two entities holding major
claims against Rotech in unrelated matters during Rotech's Chapter
11 case and Baker camouflaged its ongoing representation of two
important creditors by lumping them in a long list of entities
described as "current and former" clients, as compared to
virtually all other professionals who disclose current clients
separately.
Mr. Bienenstock adds that throughout the case, Baker purported to
act in opposition to positions taken by its other clients, without
disclosing its divided loyalties. Baker researched and drafted an
objection to a make-whole claim by these two entities and the
firm's application billed for the objection to the make-whole
claim, Mr. Bienenstock says.
Roberta A. DeAngelis, U.S. Trustee for Region 3, believes Baker's
initial retention disclosures were insufficient to enable parties-
in-interest to fully evaluate potential conflicts of interest
might be actual. The U.S. Trustee does not believe that Baker
should receive any compensation for any services provided in
connection with the Aug. 2013 motion to disallow any make-whole
payment under the Debtors' second lien note indenture. The U.S.
Trustee says Baker has indicated that the firm will withdraw from
its first and final fee application all fees relating to the
motion to disallow, in the total sum of $20,965.
The Reorganized Debtors ask the Court to deny the amounts of
Baker's application that will align it with the reasonable value
the firm provided Rotech's shareholders and correct for its lack
of disclosure.
The Reorganized Debtors are also represented by James L. Patton,
Jr., Esq., Robert S. Brady, Esq., and Joseph M. Barry, Esq., at
YOUNG CONAWAY STARGATT & TAYLOR, LLP, in Wilmington, Delaware; and
Martin J. Bienenstock, Esq., Geoffrey T. Raicht, Esq., and Vincent
Indelicato, Esq., at PROSKAUER ROSE LLP, in New York.
The U.S. Trustee is represented by Jane M. Leamy, Esq., Trial
Attorney, in Wilmington, Delaware.
About Rotech Healthcare
Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services. The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.
The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.
The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.
On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.
Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor served as counsel to the Debtors; Foley & Lardner LLP was
the healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld
LLP was the special healthcare regulatory counsel; Barclays
Capital Inc. was the financial advisor; Alix Partners, LLP was the
restructuring advisor; and Epiq Bankruptcy Solutions LLC was the
claims agent.
Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders were represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.
The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.
The U.S. Trustee at the end of April appointed an official
committee of equity holders. Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan. The Equity Panel is
represented by Bayard, P.A. as Delaware counsel.
Rotech on Aug. 29 disclosed that the Bankruptcy Court has approved
the Second Amended Joint Plan of Reorganization, along with $358
million of exit financing commitments received from Wells Fargo
and certain existing holders of the 10.5% Senior Second Lien
Secured Notes. The reorganization plan was confirmed at a court
hearing in Delaware and was supported by the Statutory Committee
of Unsecured Creditors. Creditors entitled to vote overwhelmingly
voted in favor of the reorganization plan.
Under the reorganization plan, the Company's existing common stock
will be cancelled and substantially all of the new common stock of
reorganized Rotech will be distributed to holders of the 10.5%
Senior Second Lien Secured Notes. Trade suppliers are to be paid
in full, if they agree to continue providing credit. The existing
$23.5 million term loan would be paid in full, and the $230
million in 10.75 percent first-lien notes will be amended.
The Company, on Sept. 27, 2013, implemented the reorganization
plan approved when a bankruptcy judge in Delaware signed a
confirmation order on Aug. 29.
RP CROWN: Add-on Term Loan No Impact on Moody's Ratings
-------------------------------------------------------
Moody's Investors Service said RP Crown Parent, LLC's existing
ratings, including its B3 corporate family rating and the B2 and
Caa2 ratings for its first and second lien credit facilities,
respectively, are not affected by the company's plans to raise $50
million of add-on first lien term loans. RP Crown is the parent
company of JDA Software Group, Inc and RedPrairie Corporation,
which was formed in connection with the merger of JDA with
RedPrairie in December 2012.
Although the add-on term loan will raise RP Crown's leverage
modestly, the proceeds from the add-on term loans will improve the
company's liquidity.
RP Crown is an indirect subsidiary of RedPrairie Holding, Inc.
Private equity firm New Mountain Capital owns a majority interest
in RedPrairie Holdings, Inc.
RP CROWN: S&P Alters Outlook to Negative on Proposed Loan Add-on
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Scottsdale, Ariz.-based RP Crown Parent
LLC, and revised its rating outlook to negative from stable.
At the same time, S&P affirmed its 'B+' issue-level rating on the
company's $1.49 billion first-lien term loan (pro forma for the
add-on) due 2018 and its $100 million revolving credit facility
due 2017. The '2' recovery rating indicates S&P's expectation for
substantial recovery (70% to 90%) in the event of payment default.
S&P also affirmed its 'CCC+' issue-level rating on the company's
$650 million second-lien term loan due 2019. The '6' recovery
rating indicates S&P's expectation for negligible recovery (0% to
10%) in the event of payment default.
"The outlook revision reflects financial risk from the add-on term
loan, incremental to already very high leverage, and our view that
underperformance relative to our base-case scenario could result
in leverage sustained above the low-8x area, which would likely
precipitate a downgrade," said Standard & Poor's credit analyst
Christian Frank.
The ratings on JDA reflect its "highly leveraged" financial risk
profile, with leverage that S&P expects to be in the high-8x area
at year-end 2013 (pro forma for the proposed add-on and excluding
adjustments for expected but unrealized synergies), and its "fair"
business risk profile, derived from its narrow product focus and
its competitive market segment. Despite its credit metrics that
are currently worse than expected and negative free operating cash
flow (FOCF) due to a material decline in license sales, S&P
believes that cost savings are likely to result in leverage of
about 8x, and about break-even FOCF in fiscal 2014, with prospects
for further deleveraging and positive FOCF in fiscal 2015.
However, business disruption from its offshoring initiatives and
continued weak license sales are risks to S&P's forecast.
The negative outlook reflects S&P's view that JDA's very high
leverage combined with continued poor license sales in 2014 and
transition risk associated with its cost saving plan could lead to
lower ratings over the next 12 months.
S&P could lower the rating if license sales decline further due to
macroeconomic pressures or if cost reductions cause business
disruption, precluding or delaying the somewhat improved credit
metrics that S&P anticipates over the next few quarters or if
these factors result in sustained negative FOCF.
S&P could revise the outlook to stable if the company delivers
improved license sales and implements its offshoring plan
successfully, such that leverage improves to the 8x area with near
break-even FOCF in 2014, with prospects for further improvements
in 2015.
RUE21 INC: Bank Debt Trades at 13% Off
--------------------------------------
Participations in a syndicated loan under which Rue21 Inc. is a
borrower traded in the secondary market at 87.35 cents-on-the-
dollar during the week ended Jan. 24, 2014, according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal. This represents an increase of 0.40
percentage points from the previous week, The Journal relates.
Rue21 Inc. pays 475 basis points above LIBOR to borrow under the
facility. The bank loan matures on Sept. 30, 2020 and carries
Moody's B3 rating and Standard & Poor's N.R. rating. The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.
As reported in the Troubled Company Reporter on Oct. 11, 2013,
Standard & Poor's Ratings Services said it assigned a 'CCC' issue-
level rating to rue21 inc.'s $250 million senior unsecured notes
with a '6' recovery rating. The '6' recovery rating indicates
S&P's expectation of negligible (0% to 10%) recovery of principal
in the event of a payment default. Rhodes Merger Sub Inc. is the
issuer of these notes.
SANTA FE GOLD: Contemplates $23MM Secured Debt Restructurings
-------------------------------------------------------------
Santa Fe Gold Corporation on Jan. 24 announced the signing of a
definitive merger agreement with Tyhee Gold Corp., the entering of
a $3.0 million Bridge Loan Agreement with Tyhee and terms of a
series of contemplated debt restructurings with Santa Fe's secured
lenders in aggregate amount in excess of $23 million.
The Tyhee Merger
The Merger Agreement provides that each share of Santa Fe common
stock will, by virtue of the merger be exchanged for: (a) 0.9 of
one common share of Tyhee and (b) 0.45 of one warrant, with each
whole warrant entitling the holder to purchase one Tyhee Common
Share, at an exercise price of Cd$0.25 per Tyhee Common Share for
a period of four years. Upon closing of the merger, Santa Fe's
president and CEO, Dr. W. Pierce Carson, will become a consultant
to Tyhee and a member of Tyhee's board of directors. A Special
Committee of Santa Fe's Board of Directors has approved the
transaction and will recommend that its stockholders vote in favor
thereof.
The closing of the merger is subject to customary closing
conditions, as well as the consummation of the comprehensive
secured debt restructurings noted below, approval by Santa Fe
stockholders, receipt of the approval of the TSX Venture Exchange,
and Tyhee closing a financing of at least $20 million. The
transaction is expected to close in the second quarter of 2014.
Dr. W. Pierce Carson, President & CEO of Santa Fe, commented,
"Santa Fe believes that the Tyhee merger, coupled with the
comprehensive secured debt restructurings, should not only bring
the Summit Mine back into production but also expand the mine to
its real potential. In addition, we believe that Tyhee's
ambitious strategy of acquiring near-term production opportunities
together with eventual development of its large Yellowknife Gold
Project will deliver substantial value to Santa Fe stockholders."
The Merger Agreement contains other terms and conditions, and a
copy is included as an Exhibit to Santa Fe's Current Report on
Form 8-K, dated January 24, 2014, which it will file promptly with
the SEC and will be available at http://www.sec.gov
The Tyhee Bridge Loan
In connection with the execution of the Merger Agreement, Tyhee
and Santa Fe entered into a Bridge Loan Agreement, pursuant to
which Tyhee is obligated to advance up to $3,000,000 to Santa Fe
in accordance with the terms thereof. Santa Fe may terminate the
Merger Agreement if Tyhee shall not have obtained funding for the
full principal amount of the Bridge Loan no later than February
15, 2014. The Bridge Loan bears interest at a rate of 18% per
annum. The principal amount of the Bridge Loan becomes due and
payable upon termination of the Merger Agreement or, following
completion of the merger, will be converted to an intercompany
loan. Santa Fe may prepay the principal amount and accrued
interest of the Bridge Loan at any time and from time to time
without penalty.
The Bridge Loan Agreement contains other terms and conditions, and
a copy is included as Exhibit A to the Merger Agreement, which is
included as an Exhibit to the Santa Fe Form 8-K.
The Secured Debt Restructurings
In connection with the execution of the Merger Agreement, each of
Santa Fe's three senior secured creditors, Waterton Global Value,
L.P., Sandstorm Gold Ltd. and Sandstorm Gold (Barbados) Ltd., and
International Goldfields Limited, have entered into respective
agreements to restructure collectively more than $23.1 million of
Santa Fe indebtedness.
Waterton Restructuring
In connection with the Merger Agreement, Santa Fe, Tyhee and
Waterton have executed a non-binding Term Sheet regarding a
proposed restructuring of Waterton's Existing Senior Secured Gold
Stream Credit Agreement. The Term Sheet contemplates that:
the principal, interest and other amounts owed by Santa Fe to
Waterton will be $10,041,000;
the Waterton restructuring will be effective upon closing of
the merger;
Tyhee will become an additional guarantor of Santa Fe's
obligations to Waterton;
the maturity date of the Waterton Credit Agreement will be
extended to June 30, 2016;
Santa Fe will repay amounts due Waterton (a) in 18 equal
installments of $527,056 commencing the end of January, 2015 and
ending on the last business day of June, 2016; and (b) by making
payment to Waterton of $554,000 on the closing of the merger;
should the price of gold on the London Bullion Market
Association, PM Fix drop below $900 per ounce on any five
consecutive trading days during the repayment period, Waterton
will deliver to Santa Fe a revised repayment schedule extending
the repayment period and adjusting the monthly repayment amounts
such that the new stated maturity date will be the last business
day of June, 2017;
all amounts outstanding under the restructured facility will
accrue interest at a rate of 10.00% per annum and shall start to
accrue interest immediately following the merger;
Tyhee will be making the Bridge Loan and an additional
$7,500,000 investment in Santa Fe; and
the obligations of Waterton and Santa Fe under the Gold and
Silver Supply agreement dated December 23, 2011 will terminate in
full on the repayment of all amounts owed to Waterton.
The non-binding Term Sheet re Proposed Restructuring of Existing
Senior Secured Gold Stream Credit Agreement contains other terms
and conditions, and a copy is included as Exhibit B to the Merger
Agreement, which is included as an Exhibit to the Santa Fe Form 8-
K.
Sandstorm Restructuring
In connection with the Merger Agreement, Santa Fe and Sandstorm
have executed a Gold Purchase Agreement Amendment Binding Term
Sheet, which contemplates that:
The Gold Purchase Agreement Amendment Binding Term Sheet contains
other terms and conditions, and a copy is included as Exhibit C to
the Merger Agreement, which is included as an Exhibit to the Santa
Fe Form 8-K.
IGS Restructuring
In connection with the Merger Agreement, Santa Fe and IGS have
executed a Letter Agreement, which contemplates that:
The Letter Agreement with IGS contains other terms and conditions,
and a copy is included as Exhibit D to the Merger Agreement, which
is included as an Exhibit to the Santa Fe Form 8-K.
About Tyhee
Tyhee Gold Corp., incorporated under the laws of British Columbia,
Canada, is an advanced exploration company whose common shares are
listed for trading on the TSX Venture Exchange under the symbol
TDC. The Company is a reporting issuer under the securities laws
of the Provinces of British Columbia, Alberta and Ontario.
Currently, Tyhee is focused on developing its wholly-owned
Yellowknife Gold Project. Tyhee's objective is the exploration
and development of mineral resource properties located in
politically and socially stable environments.
About Santa Fe Gold
Santa Fe Gold -- http://www.santafegoldcorp.com-- is a U.S.-based
mining and exploration enterprise focused on acquiring and
developing gold, silver, copper and industrial mineral properties.
Santa Fe controls: (i) the Summit mine and Lordsburg mill in
southwestern New Mexico; (ii) a substantial land position near the
Lordsburg mill, comprising the core of the Lordsburg Mining
District; (iii) the Mogollon gold-silver project, within trucking
distance of the Lordsburg mill; (iv) the Ortiz gold property in
north-central New Mexico; (v) the Black Canyon mica deposit near
Phoenix, Arizona; and (vi) a deposit of micaceous iron oxide (MIO)
in Western Arizona. Santa Fe Gold intends to build a portfolio of
high-quality, diversified mineral assets with an emphasis on
precious metals.
SIMPLY WHEELZ: Butler Snow Approved as Bankruptcy Counsel
---------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Simply Wheelz LLC to
employ Butler Snow LLP as counsel.
As reported in the Troubled Company Reporter on Dec. 30, 2013,
Butler Snow is expected to:
(a) prepare and file the Debtor's schedules of assets and
liabilities, and statement of financial affairs;
(b) advise the Debtor with respect to its powers and duties as
debtor-in-possession in the continued management and
operation of its business;
(c) attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and
consult on the conduct of the case, including all of the
legal and administrative requirements of operating in
Chapter 11;
(d) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on
its behalf, the defense of any actions commenced against
it, negotiations concerning contracts to which the Debtor
is a party, negotiations concerning all litigation in which
the Debtor is involved, evaluations of claims and liens of
various creditors, and, where appropriate, to object to
such claims or liens against the estate or its property;
(e) prepare on behalf of the Debtor all motions, applications,
answers, orders, contracts, reports, accounts, documents
and papers necessary to the administration of the estate;
(f) advise and consult with the Debtor and its other
professionals in connection with any sale of its assets, as
well as with any disclosure statement and plan of
reorganization, and to represent the Debtor in any matter
arising out of, related to or in connection with such plan
of reorganization, disclosure statement, and all related
agreements or documents, as well as any matters that are
necessary for the confirmation, implementation or
consummation of such plan; and
(g) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection
with all aspects of this Chapter 11 case.
Butler Snow will be paid at these hourly rates:
Stephen W. Rosenblatt, Partner $420
Christopher R. Maddux, Partner $310
James E. Bailey III, Partner $335
R. Campbell Hillyer, Partner $235
J. Mitchell Carrington II, Associate $170
Thomas Hewitt, Associate $160
Velvet Johnson, Paralegal $140
Marcie Davant, Paralegal $140
Butler Snow will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Within one year prior to the Debtor's petition date, Butler Snow
received $600,000 in the aggregate for prepetition work in
connection with an attempted out-of-court restructuring of Simply
Wheelz; for post-petition retainer; and for the chapter 11 filing
fee of $1,213. The initial payment was a condition to Butler
Snow's being retained as counsel for the Debtor. Of the total
retainer it received, Butler Snow was paid $150,000 on Oct. 3,
2013; $100,000 on Oct. 22, and $350,000 on Oct. 25. Of these
amounts, Butler Snow is presently holding $252,680.19 in its trust
account for its post-petition retainer.
Stephen W. Rosenblatt, Esq., partner of Butler Snow, 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.
About Simply Wheelz LLC
Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013. The case is assigned to Judge Edward Ellingon. The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.
The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.
SOTERA DEFENSE: S&P Withdraws 'CCC' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC' corporate
credit rating on Sotera Defense Solutions Inc. at the company's
request.
SOUTHWIRE CO: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'BB'
corporate credit rating to Southwire Co. The outlook is stable.
S&P also assigned a 'BB+' issue-level rating (one notch higher
than the corporate credit rating) to Southwire's proposed
$750 million senior secured term loan B, which may be co-issued by
Coleman Cable Inc. The recovery rating on the proposed notes is
'2', indicating S&P's expectation for substantial (70% to 90%)
recovery for lenders in the event of payment default.
The company plans to use proceeds from the proposed $750 million
term loan along with borrowings on its revolving credit facility
to fund the purchase of Coleman Cable Inc., refinance existing
Southwire debt and Coleman Cable debt, and for transaction-related
fees and expenses.
"The stable rating outlook reflects our expectation that
Southwire's acquisition of Coleman Cable in conjunction with
positive end-market demand will support EBITDA growth to more than
$400 million in 2014," said Standard & Poor's credit analyst
Amanda Buckland. "The rating anticipates that integration risks
will be modest, mitigated by Coleman's limited overlap in
customers and products."
S&P could lower the rating if credit measures weaken from current
levels such that debt to EBITDA increases to more than 3.5x or FFO
to debt deteriorates to less than 20% on a sustained basis. This
could occur if end-market demand stalls, causing EBITDA to fall by
at least 30%, or volatile metal prices result in high usage under
the ABL facility, which would also restrict liquidity, or if
problems integrating with Coleman becomes a drag on performance.
A more aggressive financial policy increasing discretionary
dividends or a major share repurchase increasing leverage could
also result in a downgrade.
An upgrade could occur if the company demonstrates EBITDA margin
improvement to the high single-digits, reflecting successful
integration with Coleman Cable in conjunction with reducing
leverage to less than 2x debt to EBITDA or FFO to debt to more
than 30%. S&P considers conservative financial policies
supporting debt reduction to be an important rating factor in
supporting an upgrade.
SRA INTERNATIONAL: Moody's Lowers Corporate Family Rating to B3
---------------------------------------------------------------
Moody's Investors Service has lowered ratings of SRA
International, Inc., including the Corporate Family Rating to B3
from B2. The downgrade reflects year-over-year revenue and backlog
declines, and expectation of weakening credit metrics for FY2014.
The rating outlook is stable.
Ratings Downgraded:
Corporate Family to B3 from B2
Probability of Default, to B3-PD from B2-PD
$400 million 11% senior unsecured notes due 2019 to Caa2, LGD 5,
85% from Caa1, LGD 5, 85%
Ratings Affirmed:
$100 million senior secured revolver due 2016, B1, LGD 3, 33%
$875 million senior secured term loan due 2018, B1, LGD 3, 33%
Speculative Grade Liquidity, SGL-3
Rating Outlook:
To Stable from Negative
Ratings Rationale
The B3 CFR reflects expectation of credit metrics on par with the
rating as a challenging operating environment for federal and
defense service contractors has constrained SRA's revenues,
earnings and backlog. Although cash flow potential of the defense
services business model is high and SRA will likely use the
majority of its free cash flow to pay down debt near-term,
debt/EBITDA will still likely approach 7x by the end of FY2014, up
from 6.4x at FY2013 (Moody's adjusted basis). Over the FY2011 --
FY2013 period SRA's revenues declined by about 12% and Moody's
estimates that year-over-year revenues in FYE June 30th 2014 could
decline by almost 10%. The degree of revenue erosion since the
company's leveraged buy-out in July 2011 has prevented credit
metric improvement despite a significant operational restructuring
initiative that maintained good EBITDA margin levels and produced
funds from operations of about $115 million over FY2012 - Q1-
FY2014. Year-over-year backlog in Q1-FY2014 was down about 7%, a
tempering consideration in light of the revenue trend.
The rating outlook is stable and reflects a material degree of
debt prepayment likely near-term, expectation of efficient
operational management, and potential for backlog gains with a
more rational procurement setting that should follow a defense
budget authorization. In FY2014, Moody's estimates that the
company should be positioned to prepay its term loan by at least
around $50 million which will help limit the degree of worsening
in credit metrics. If the company's backlog level soon stabilizes
and SRA can meet the near-term revenue decline with overhead cost
and working capital reductions- as has been evidenced over the
past few years-- financial leverage could begin decreasing in
FY2015. The defense budget authorization should make the
acquisition environment more fluid, facilitate new contract and
task awards, potentially helping SRA realize backlog growth from
its many business proposals outstanding.
The senior unsecured notes have been downgraded one notch to Caa2
with the CFR downgrade. However, the B1 ratings on the bank
facility have been affirmed, pursuant to Moody's Loss Given
Default methodology and reflect likelihood that in 2014 term loan
prepayments will slightly reduce the size of the senior secured
creditor class within the debt mix.
The Speculative Grade Liquidity rating is SGL-3, denoting an
adequate liquidity profile. There are no annual debt amortizations
scheduled under the term loan until maturity. A free cash flow
generative operating position is expected near-term, and seasonal
working capital needs can probably be met through light borrowings
under the $100 million revolver if any are at all required. No
revolver borrowings existed at Q1-FY2014. Covenant headroom under
the first lien bank credit facility should remain ample near-term,
and the covenant test (a net maximum senior secured leverage test)
only activates based on revolver utilization.
A rating upgrade would depend upon expectation of debt/EBITDA
approaching 6x, with free cash flow to debt in the high single
digit percentage range. The rating would be downgraded with an
expectation of annual revenues below $1.3 billion, debt/EBITDA
rising to the low 7x range, EBITDA to interest declining to the
1.5x range, or weakening liquidity.
SRA International, Inc. provides technology and consulting
services primarily to U.S. federal government organizations.
Revenues for the twelve months ended September 30, 2013 were $1.5
billion.
STANS ENERGY: Expects to File Financial Statements by Feb. 28
-------------------------------------------------------------
Stans Energy Corp. on Jan. 24 disclosed that further to its
application dated November 28, 2013 for a Management Cease Trade
Order (MCTO), a temporary MCTO of the Ontario Securities
Commission was issued on December 9, 2013. This MCTO prohibits
all trading in and all acquisitions of the securities of the
Company, by certain insiders, until two days after receipt by the
Commission of all the required filings as noted in the Company's
November 28, 2013 press release.
Until the MCTO is lifted, Stans will comply with the alternative
information guidelines set out in National Policy 12-203 ? Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws. The guidelines, among other things, require the Company to
issue bi-weekly default status reports by way of a news release,
and one will be forthcoming in the prescribed time frame.
Rodney Irwin, Interim CEO and President, reports that the Company
is continuing to work on evaluating potential impairment
considerations of both exploration and evaluation costs on mineral
properties in Kyrgyzstan and on the Company's Kashka Rare Earth
Processing Facility. Furthermore, the review of corporate records
to determine the date from which impairment of assets ought to
have been reflected in the Company's financial statements,
continues.
On January 21, 2014 the Company applied to the Ontario Securities
Commission to extend the MCTO to provide additional time to
complete this evaluation of potential impairment and the Company
anticipates being in a position to file the Required Filings by
February 28, 2014.
There are no significant new developments since the company's
December 27th press release with respect to arbitration
proceedings brought by the Company against the Government of
Kyrgyzstan. A hearing is currently scheduled for February 6,
2014. Stans Management continues to expect final resolution of
the arbitration proceedings by the end of Q1 2014.
About Stans Energy
Stans Energy Corp. is a resource development company focused on
progressing Heavy Rare Earth (HRE) properties in areas of the
Former Soviet Union. In December 2009, Stans acquired a 20-year
mining license for the past-producing Kutessay II rare earth mine
from the Kyrgyz Republic. On May 26, 2011 Stans completed the
purchase of the Kashka Rare Earth Processing Plant (KRP) the same
plant that previously refined REEs historically from Kutessay II.
The KRP was the only hard rock plant to produce all rare earth
elements outside of China, producing 120 different metals, alloys,
and oxides. For over 30 years, Kutessay II produced 80% of the
rare earth metals for the former Soviet Union.
TAMPA WAREHOUSE: Has Access to Cash Collateral Until March 15
-------------------------------------------------------------
Judge Laura Beyer of the U.S. Bankruptcy Court for the Western
District of North Carolina entered an agreed omnibus order:
(a) denying Regions Bank's motion to change venue and transfer
the Chapter 11 case of Tampa Warehouse, LLC, to Tampa
Division of the Middle District of Florida;
(b) granting Regions Bank's motion prohibiting or conditioning
the Debtor's authority to use Cash Collateral, all of which
is derived from rents, issues, and profits earned by the
Debtor in its ordinary course of its business; and
(c) granting the Debtor's motion to utilize the Cash Collateral
and offer adequate protection under Section 361 of the
Bankruptcy Code.
The Bank and the Debtor stipulate that:
(i) The Obligation is in the principal amount of
$17,729,766, with interest accruing at a default rate of
eight percent per annum from its contractual maturity date
of Sept. 15, 2013, but with a contract non-default rate of
five percent per annum as reflected in the Loan
Documents.
(ii) The Tax Collector for Hillsborough County, Florida, is
owed ad valorem taxes on the Mortgaged Property for 2013
in the amount of $256,701, which remains unpaid, which
amount will increase if not satisfied before Jan. 1, 2013.
(iii) Subject only to the ad valorem tax liability, the Bank's
security interests and liens attach as a matter of Florida
law to all of the Collateral, the value of which has not
been adjudicated by the Court or agreed upon by the Debtor
and the Bank.
(iv) The Bank asserts a common law possessory lien, contractual
set off rights as a depository institution, and a security
interest under the Loan Documents in the proceeds of the
Pledged Account, and the Debtor does not dispute the same.
Additionally, the Debtor does not dispute the propriety of
the post-petition administrative hold placed by the Bank
upon the Pledged Account pursuant to Citizens Bank of
Maryland v. Strumpf, 116 S. Ct. 286 (1995).
(vi) There are no counterclaims or defenses with respect to the
Obligation, except to the extent that the Debtor reserves
the right to object to certain late fees, attorneys' fees,
and costs that have not yet been agreed upon or
liquidated by the Parties or ordered by the Court.
(vii) The Debtor is a "Single Asset Real Estate" debtor as that
term is defined pursuant to Section 101(51)(B) of the
Bankruptcy Code.
(viii) The Debtor prefers to retain the venue that it has
selected for initiating this reorganization, and the Bank
will incur additional fees and costs for its counsel,
officers, and potential experts and witnesses, as a result
of the Debtor's forum selection.
The Debtor agrees that under no circumstances will it seek to
extend its exclusive period within which to file a plan of
reorganization and disclosure statement past March 5, 2014.
The Debtor will be entitled to use the Cash Collateral for so long
as it continues to provide the Bank with the adequate protection
pursuant to the terms of an agreed budget through the close of
business on March 15, 2014.
The Bank will receive a replacement security interest in the
Cash Collateral, including Cash Collateral generated postpetition,
to the same extent and priority as the Bank held as of the
commencement of the Reorganization.
With respect to use of Cash Collateral after the Current Deadline,
the Court will conduct a continued hearing, to be noticed by the
Debtor, and to occur on March 15, 2014, at 9:30 a.m.
A copy of the Agreed Order is available for free at:
http://bankrupt.com/misc/TAMPAWAREHOUSEcashorder1230.pdf
About Tampa Warehouse
Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $100 million in assets and
between $10 million and $50 million in liabilities. The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.
Judge Laura T. Beyer is the bankruptcy judge handling the case.
Fred D. Godley, as member and manager, signed the bankruptcy
petition. Owners of the Debtor are: Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).
According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.
The Debtor is represented by represented by Joshua B Farmer, Esq.,
at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North
Carolina.
TAMPA WAREHOUSE: To Ink Management Contract With CBRE Inc.
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina authorized Tampa Warehouse, LLC, to execute and deliver a
management agreement with CBRE, Inc.
According to the Debtor, the Court on Dec. 20, 2013, entered a
consent order approving a compromise reached between the Debtor
and Regions Bank (holder of first-priority mortgage on the
property) on several contested issues including, but not limited
to, the use of cash collateral. In this relation, the Debtor is
required to hire, subject to Regions' agreement, a third-party
management company to assume the operational management of the
property.
The Debtor related that the management agreement, among other
things:
1. allows for continuity of property operations and protects
the Debtor's estate from incurring unnecessary operating
costs;
2. was negotiated in good faith and at arm's length; and
3. constitutes a reasonable exercise of its business judgment.
About Tampa Warehouse
Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities. The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.
Judge Laura T. Beyer is the bankruptcy judge handling the case.
Fred D. Godley, as member and manager, signed the bankruptcy
petition. Owners of the Debtor are: Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).
According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.
The Debtor is represented by represented by Joshua B Farmer, Esq.,
at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North
Carolina.
TRAINOR GLASS: Clarification on Cash Collateral Order Withdrawn
---------------------------------------------------------------
In the Chapter 11 case of Trainor Glass Co., the Hon. Carol A.
Doyle of the U.S. Bankruptcy Court for the Northern District of
Illinois denied as moot the motion of Safeguard Insurance Co., and
Lexon Insurance Co. to amend the adequate protection order issued
by the Court; as well as the order on cash collateral use and
relief from stay to allow use of trust funds by Bond SafeGuard
Insurance Co.
In a separate filing, Fidelity and Deposit Company of Maryland
withdrew its amended motion for clarification of the final order
authorizing Trainor Glass' use of cash collateral; or in the
alternative, for reconsideration of the order authorizing use of
cash collateral and for relief from stay to allow use of trust
funds by Fidelity and Deposit Company.
As reported in the Troubled Company Reporter on Nov. 21, 2013, the
Debtor won access to financing until Jan. 15, 2014. Judge Doyle
on Nov. 6, 2013, signed an order extending the termination date
under the final order authorizing the Debtor to use cash
collateral and access DIP financing until Jan. 15. The Debtor,
the DIP lender, and the statutory committee of unsecured creditors
agreed to a supplemental budget which ran through Dec. 31, 2013.
About Trainor Glass
Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois. Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.
The Hon. Carol A. Doyle oversees the Chapter 11 case. George P.
Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David
A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick,
Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel.
Thomas, Feldman & Wilshusen LLC serves as the Debtor's local
Texas counsel. The Police Law Group serves as local Michigan
counsel. Arnold & Arnold, LLP, serves as local Colorado counsel.
Thompson Hine LLP serves as local Maryland counsel. Kasimer &
Annino, P.C., serves as local Virginia counsel.
High Ridge Partners, Inc., serves as the Debtor's financial
consultant. The Debtor has tapped Cole, Martin & Co., Ltd., to
render certain auditing services related to the Debtor's 401(k)
and profit sharing plan.
The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.
A three-member official committee of unsecured creditors has been
appointed in the case. The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.
TUSCANY INT'L: Enters Into Forbearance Agreement with Sr. Lenders
-----------------------------------------------------------------
Tuscany International Drilling Inc. on Jan. 24 disclosed that it
has entered into a forbearance agreement with its senior secured
lenders under the third amended and restated credit agreement
dated December 23, 2013.
Pursuant to the Forbearance Agreement, the Senior Lenders have
agreed to forbear from exercising their rights or remedies in
connection with certain existing events of default under the
Credit Agreement, including realizing on their security granted in
connection with the Credit Agreement, until the earlier of
February 3, 2014, or the occurrence of an additional event of
default within the meaning of the Forbearance Agreement.
Any breach of any covenant or representation or warranty in the
Forbearance Agreement, or the occurrence of a further event of
default under the Credit Agreement, will terminate the Forbearance
Period.
Tuscany has been engaged in discussions with its Senior Lenders
regarding a restructuring of the loans outstanding under the
Credit Agreement. Tuscany believes that a significant majority of
its Senior Lenders support this restructuring, which would include
a Chapter 11 or 15 filing in a U.S. court under the U.S.
Bankruptcy Code and relief under the Companies' Creditors
Arrangement Act accompanied by the extension of new funds from
certain of the Senior Lenders pursuant to a new debtor-in-
possession credit facility.
Assuming the Company enters into such DIP Facility, the Company
expects that its operations in Brazil, Colombia and Ecuador will
not be affected and will continue to carry on business in the
normal and ordinary course.
Continued listing of the common shares of Tuscany on the Toronto
Stock Exchange is subject to compliance with the applicable
requirements of the TSX Company Manual. Under section 708 of the
TSX Company Manual, if Tuscany files for relief under the CCAA and
Chapter 11 or 15 of the U.S. Bankruptcy Code or any other creditor
arrangement, bankruptcy or similar proceedings are instituted, the
TSX may, in its discretion, immediately halt trading on the TSX
of, and thereafter delist, the Common Shares.
About Tuscany
Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry. Tuscany
is currently focused on providing services to oil and natural gas
operators in South America. Tuscany has operating centers in
Colombia, Brazil, and Ecuador.
UNIVERSAL HEALTH: Jan. 30 Hearing on Bank's Bid for Stay Relief
---------------------------------------------------------------
According to a proceeding memo for hearing held Jan. 7, 2014, the
U.S. Bankruptcy Court for the Middle District of Florida continued
until Jan. 30, 2014, at 1:30 p.m., the hearing to consider
creditor BankUnited N.A.'s motion for relief from stay.
As reported in the Troubled Company Reporter on April 4, 2013,
BankUnited, N.A., in its capacity as the administrative agent for
secured parties currently owed in excess of $36.5 million in
outstanding note obligations by the Debtor, requested for the
relief to exercise its in rem rights as administrative agent with
respect to the Debtor's tax refund of $5,862,074.
The tax refund, according to BankUnited, is subject to the secured
parties' liens under the credit agreement and the security
agreement, and is an asset over which the Debtor does not have any
equity and which is not necessary to an effective reorganization.
The Debtor owes more than $36.5 million under the credit
agreement, which debt is secured by a blanket lien on all of the
Debtor's tangible and intangible property, including the tax
refund, which relates to a prepetition consolidated return. The
credit agreement has been in default since Oct. 29, 2012.
BankUnited is currently vested with the right to take possession
of any and all of the secured parties' collateral identified in
the security agreement and UCC-1 financing statement, including
the tax refund.
All of the stock in the Debtor's regulated subsidiaries, which
constitute the Debtor's principal assets, was contracted for sale
to Citrus Universal Healthcare, Inc., for an aggregate purchase
price of $33.25 million. However, because the Debtor's Florida
affiliates, Universal Health Care, Inc., and Universal Health Care
Insurance Co., Inc., were placed into receivership on March 21,
2013, Citrus informed the Debtor and BankUnited that it will no
longer purchase the shares of either of those entities. Citrus
will only proceed to purchase the stock of Universal of Texas
and Universal of Nevada for an aggregate purchase price of
$15.24 million.
BankUnited stated, "Even after the sale of the remaining stock is
consummated, the proceeds from the sale (which are subject to the
secured parties' liens) will be grossly insufficient to satisfy
the full amount of debt owed under the credit agreement, leaving
the secured parties with a shortfall of more than $21 million.
Although the Debtor's remaining material assets are subject to the
secured parties' liens under the credit agreement and the security
agreement, those assets are grossly insufficient to satisfy the
deficiency that will be owed to the secured parties following the
sale of the Debtor's remaining stock."
BankUnited and the secured parties have a perfected lien on the
Debtor's tax refunds, as it is "well established that the right to
receive a tax refund and the anticipated tax returns themselves
are general intangibles," BankUnited said.
BankUnited claimed that from the recent developments, proceeds
from the liquidation of the Debtor's remaining assets will be
altogether insufficient to satisfy the secured parties' claims
under the credit agreement. The Debtor's principal asset, its
stock in the remaining regulated subsidiaries, once sold to
Citrus Universal, will result in proceeds of approximately
$15.24 million, leaving a deficiency of at least $21 million,
prior to considering or including attorneys' fees and additional
interest and costs payable under the terms of the credit
agreement.
About Universal Health Care
Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.
Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.
Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership. Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.
Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.
Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case. He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.
UTSTARCOM HOLDINGS: SoftBank Sells Entire Stake for $12.4-Mil.
--------------------------------------------------------------
UTStarcom Holdings Corp. entered and consummated a Purchase and
Sale Agreement with SoftBank America Inc. and Shah Capital
Opportunity Fund LP on Jan. 17, 2014.
Pursuant to the Share Purchase Agreement, SoftBank sold its entire
stake in the Company, consisting of 4,883,875 ordinary shares with
par value US$0.00375 per share. The Company purchased 3,883,875
ordinary shares while Shah Capital bought 1,000,000 ordinary
shares, for a price of $2.54 per Ordinary Share. Following the
consummation of the transaction, Shah Capital's beneficial
ownership in the Company increased from 17.2 percent to 21.9
percent.
SoftBank, a major shareholder since October 1995, recently
notified the Company that it had made an overall change in its
investment strategy. The parties therefore worked together to
execute a sale of SoftBank's stake that would mitigate volatility
in UTStarcom's share price.
As of Jan. 17, 2014, SoftBank America Inc., SoftBank Holdings
Inc., and SoftBank Corp. did not own ordinary shares of UTStarcom
Holdings. A copy of the Schedule 13G/A regulatory filing with the
U.S. Securities and Exchnge Commission is available for free at:
http://is.gd/8EBFKo
Shah Capital Management and its affiliates disclosed that as of As
of Jan. 17, 2014, they beneficially owned 7,854,829 shares of
common stock of UTStarcom Holdings representing 21.88 percent of
the shares outstanding. A copy of the Scheduled 13D/A is
available for free at http://is.gd/D2kw77
About UTStarcom, Inc.
UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support. The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world. UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks. The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.
For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $6.67 million. UTStarcom Holdings reported a net loss
of $35.57 million in 2012, net income of $11.77 million in 2011
and a net loss of $65.29 million in 2010.
The Company's balance sheet at Sept. 30, 2013, showed $390.64
million in total assets, $217.32 million in total liabilities and
$173.31 million in total equity.
VAULT CORPORATION: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:
Debtor Case No.
------ --------
Vault Corporation 14-50098
31 Carry Way
Mound House, NV 89706
International Resources Company LLC 14-50100
31 Carry Way
Mound House, NV 89706
Vault International LLC 14-50099
31 Carry Way
Mound House, NV 89706
Chapter 11 Petition Date: January 23, 2014
Court: United States Bankruptcy Court
District of Nevada (Reno)
Judge: Hon. Bruce T. Beesley
Debtors' Counsel: Stephen R Harris, Esq.
HARRIS LAW PRACTICE LLC
6151 Lakeside DR, Ste 2100
Reno, NV 89511
Tel: (775) 786-7600
Fax: (775) 786-7764
Email: steve@harrislawreno.com
Vault Corporation
Estimated Assets: $500,000 to $1 million
Estimated Debts: $10 million to $50 million
International Resources
Estimated Assets: $50,000 to $100,000
Estimated Debts: $100,000 to $500,000
Vault International
Estimated Assets: $100,000 to $500,000
Estimated Debts: $100,000 to $500,000
The petitions were signed by Rick Allen, president.
A list of Vault Corporation's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-50098.pdf
A list of International Resources' two largest unsecured creditors
is available for free at http://bankrupt.com/misc/nvb14-50100.pdf
A list of Vault International's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-50099.pdf
VIVARO CORP: Deadline to File Plan Extended Until March 30
----------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended Vivaro Corporation et al.'s deadline
to file a Chapter 11 plan through March 30, 2014, and exclusive
period to solicit acceptances of that Plan through May 30, 2014.
This is the fifth extension of the Debtors' Exclusive Periods.
During the Exclusive Periods, no other entity may file a plan.
The Debtors told the Court that their Chapter 11 cases are of the
size and complexity that Congress and courts have recognized
warrant reasonable extensions of the Exclusive Periods.
The Debtors note that they recently consummated the sale of
substantially all of their assets, and have now turned their
attention towards that monetization of their remaining assets in
order to propose a confirmable plan.
Since the entry of the fourth exclusivity extension order, the
Debtors, in consultation with the Official Committee of Unsecured
Creditors, have continued the task of transitioning their business
to the Purchaser pursuant to the terms of a transition services
agreement. The transitioning of the business has been subject to
the Purchaser's negotiations with the Federal Communications
Commission which discussions have been ongoing.
There are numerous valuable assets remaining with the Debtors'
estates following the Asset Sale including half of the net
proceeds of a $2.35 million note, accounts receivable litigation
with claims totalling $16.5 million, and avoidance actions,
including a total of $51.5 million in potential preferential
transfers made in the 90 days prior to the Petition Date and
approximately $34 million in transfers made while the Debtors were
insolvent.
Now that the Asset Sale has been consummated, the Debtors are
focused on the monetization of the Remaining Assets. The Debtors
anticipate that the monetization of the Remaining Assets will
result in sufficient proceeds to fund a liquidating plan, but the
monetization of the Remaining Assets, particularly the
litigations, will take time. Absent the monetization of most of
the Remaining Assets, the Debtors will not have sufficient funds
to confirm a plan.
"Any plan in these cases will necessarily depend on the Debtors'
ability to monetize its remaining assets, and given the
substantial progress already made towards achieving that goal, the
Debtors are hopeful that they can soon begin negotiating a plan
that will garner the support of all necessary parties in
interest," said Frederick E. Schmidt, Jr., Esq., at Herrick,
Feinstein LLP, attorney for the Debtors. "Accordingly, the
Debtors believe that it is reasonable to request additional time
in order to permit the Debtors to continue focusing their efforts
on maximizing the value of their remaining assets which will
facilitate the negotiation of the most beneficial plan possible
for the Debtors' creditors," Mr. Schmidt added.
About Vivaro Corp.
Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc. The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP. Garden City Group Inc. is
the claims and notice agent.
A five-member official committee of unsecured creditors has been
appointed in the case.
VULCAN MATERIALS: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Birmingham, Ala.-based aggregates producer Vulcan Materials Co. to
positive from stable. At the same time, S&P affirmed all existing
ratings, including its 'BB' corporate credit rating, on the
company. The '3' recovery rating on the unsecured notes remains
unchanged and indicates S&P's expectation for meaningful (50%-70%)
recovery in the event of a default.
The outlook revision reflects improved leverage as the company
sells its cement and concrete businesses in the Florida area to
Cementos Argos for gross cash proceeds of $720 million. Vulcan is
retaining all of its aggregates operations in Florida. The
proceeds will be used to repurchase $500 million in outstanding
debt and purchase aggregates reserves in Southern California for
$117 million. In addition, S&P expects an improvement in EBITDA
as industry fundamentals continue to get better while the company
maintains its "strong" liquidity.
"The positive outlook reflects improved leverage as the company
sells some of its noncore assets and uses the proceeds to reduce
debt. In addition, we expect debt to EBITDA to continue to
improve to less than 4.5x and funds from operations to debt to
improve to about 14% by the end of 2014, commensurate with our
assessment of an aggressive financial risk," said Standard &
Poor's credit analyst Maurice Austin.
An upgrade would occur if debt to EBITDA remained below 5x with
the expectation that it would continue to decline to the 4x area
and funds from operations to debt approached 20% on a sustained
basis. This could occur if the company obtained mid-single-digit
price increases and double-digit percentage volume growth over the
next 12 months.
A negative rating action seems unlikely in the near term, based on
S&P's expectation that construction markets will continue to
improve during 2014. However, an outlook revision to stable could
occur if Vulcan failed to show improvement in its results during
the next year, such that leverage failed to remain below 5x during
the next 12 months.
VWR FUNDING: Term Loan Repricing Plan No Impact on Moody's B3 CFR
-----------------------------------------------------------------
VWR Funding, Inc's announced plans to re-price both its $589
million dollar term loan and EUR574 million Euro term loan is
modestly credit positive since the savings from lower interest
expense should improve VWR's operating cash flow. The transaction
does not impact the B3 Corporate Family Rating, existing debt
ratings or the stable outlook.
VWR Funding, Inc., headquartered in Radnor, Pennsylvania, is a
global leader in the distribution of laboratory scientific
supplies, including chemicals, glassware, equipment, instruments,
protective clothing, and production supplies. For the twelve
months ended December 31, 2012, VWR reported revenues of $4.1
billion.
WALTER ENERGY: Bank Debt Trades at 2% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 98.29 cents-on-
the-dollar during the week ended Friday, Jan. 24, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents a decrease of 0.40
percentage points from the previous week, The Journal relates.
Walter Energy Inc. pays 575 basis points above LIBOR to borrow
under the facility. The bank loan matures on March 14, 2018 and
carries Moody's B3 rating and Standard & Poor's B rating. The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.
About Walter Energy Inc
Walter Energy, Inc. is primarily a metallurgical coal producer
with additional operations in metallurgical coke, steam and
industrial coal, and natural gas. Headquartered in Birmingham,
Alabama, the company generated $2 billion in revenue for the
twelve months ended June 30, 2013.
WATERJET HOLDINGS: S&P Lowers Rating on Sr. Secured Notes to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its preliminary
recovery rating on Waterjet Holdings Inc.'s proposed senior
secured notes to '3', indicating S&P's expectation of meaningful
(50%-70%) recovery for lenders in the event of a payment default,
from '2' (70%-90% recovery expectation). At the same time, S&P
lowered its preliminary issue-level rating on this debt to 'B'
from 'B+' in accordance with its notching criteria for a '3'
recovery rating.
The rating revisions follow Waterjet's upsizing of its proposed
senior secured notes due 2020 by $25 million to $225 million. S&P
believes this larger size debt class reduces recovery prospects in
the event of a default.
The preliminary 'B' corporate credit rating and stable rating
outlook on Waterjet are unaffected. The preliminary rating
continues to reflect S&P's view of the company's "vulnerable"
business risk profile and "aggressive" financial risk profile.
S&P expects that modest revenue growth and improving margins will
allow the company to maintain leverage below 5x, which is in line
with S&P's expectations for the rating. S&P also expects to
assign final ratings after the proposed transaction closes.
RATINGS LIST
Waterjet Holdings Inc.
Corporate Credit Rating B (prelim)/Stable/--
Ratings Lowered
To From
Waterjet Holdings Inc.
Senior secured notes due 2020 B (prelim) B+ (prelim)
Recovery Rating 3 (prelim) 2 (prelim)
WEST CORP: Obtains Lender Consent to Amend Credit Agreement
-----------------------------------------------------------
West Corporation on Jan. 23 disclosed that it has received lender
consent to amend the credit agreement governing its senior secured
credit facilities.
The amendment to the credit agreement is expected to reduce the
applicable margins of all term loans by 25 basis points and lower
the LIBOR and base rate floors of all term loans by 25 basis
points.
Upon closing, the Company expects to have outstanding these term
loan tranches:
-- Approximately $2.1 billion of term loans due 2018 at a rate
of LIBOR + 2.50% with a 0.75% LIBOR floor (base rate loans to be
at a rate of base rate + 1.50% with a 1.75% base rate floor).
-- Approximately $0.3 billion term loans due 2016 at a rate of
LIBOR + 2.00% with a 0.75% LIBOR floor (base rate loans to be at a
rate of base rate + 1.00% with a 1.75% base rate floor).
Completion of the amendment is subject to customary closing
conditions.
"This amendment is an important step in our strategy to improve
our net income and cash flow by reducing our interest expense
though a combination of rate and debt reduction," said
Paul Mendlik, West Corp. CFO. "We expect these changes to reduce
our annual cash interest expense by approximately $12 million."
About West Corporation
Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies. West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.
The Company's balance sheet at Sept. 30, 2013, showed $3.48
billion in total assets, $4.26 billion in total liabilities and a
$782.60 million total stockholders' deficit.
Bankruptcy Warning
"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:
* our debt holders could declare all outstanding principal and
interest to be due and payable;
* the lenders under our Senior Secured Credit Facilities could
terminate their commitments to lend us money and foreclose
against the assets securing our borrowings; and
* we could be forced into bankruptcy or liquidation," the
Company said in its quarterly report for the period ended
Sept. 30, 2013.
WESTMORELAND COAL: Moody's Confirms Caa1 Corporate Family Rating
----------------------------------------------------------------
Moody's confirmed the ratings of Westmoreland Coal Company,
including the corporate family rating (CFR) of Caa1, probability
of default rating (PDR) of Caa1 -- PD, and the Caa1 rating on the
existing senior secured notes. Moody's also assigned Caa1 rating
to the company's add-on senior secured notes of $400 million. This
concludes the review initiated on December 26th, 2013, when the
company's ratings were placed on review for downgrade following
its announcement of an agreement to acquire Prairie and Mountain
coal mining operations of Sherritt International Corporation for
approximately $435 million. The company's speculative grade
liquidity rating of SGL-3 is affirmed. The ratings outlook is
positive.
Ratings Rationale
The company's Caa1 CFR reflects the transformative nature of the
Sherritt acquisition, which will double the company's coal sales
by volume while also increasing debt and introducing new risks
into the company's credit profile. Acquired assets include six
surface mine-mouth operations that supply adjacent power plants
under long-term contracts, one mine that produces thermal coal
sold primarily into the seaborne markets, and an idled Obed mine
that was responsible for a coal slurry spill in western Alberta
late last year. The purchase consideration of $435 million is
expected to include assumption of capital leases of $142 million
and cash consideration of $293 million. On January 22, 2014, the
company launched the $400 million Add-On 10.75% Senior Secured
Notes due 2018, the proceeds of which would be primarily used to
pay the cash consideration of the acquisition, and to prepay
roughly $90 million of the outstanding senior notes issued by its
subsidiary, Westmoreland Mining, LLC.
The company's CFR benefits from the improvement in Westmoreland's
stand-alone credit profile over the past eighteen months,
following its acquisition of Kemmerer Mine in 2012 and successful
integration of those assets. In December 2013, the company also
announced that it restructured its contracts with Dominion Power
to allow the energy component of the contract to be supplied
from outside sources rather than from the company's coal-fired
ROVA plant. Absent contract amendments, the ROVA plant would
likely begin to incur losses starting in 2014, when its favorably-
priced coal supply agreements were set to start expiring.
Following contract restructuring, we expect the Dominion contract
to be cash flow neutral or to generate modest positive cash flows.
The ratings are further supported by the margin stability offered
by the mine-mouth model of the Westmoreland's existing mines and
the acquired Prairie mines, all of which rely on multi-year
contracts with long-term, established customers, with contractual
provisions that help ensure cost recovery. The company's credit
profile benefits from the added diversification following the
acquisition, which should help mitigate some of the risks facing
Westmoreland's existing US operations, including the risk of plant
retirements driven by environmental regulation and competition
from natural gas.
The ratings are constrained, however, by the risks stemming from
the newly acquired assets. We note substantial integration risks,
given the doubling of the company's size, new exposure to Canadian
regulatory environment, and new exposure to the export markets
through the acquired Mountain operations. Given seaborne price
weakness, we do not expect Mountain operations to be a material
EBITDA contributor, while its port throughput agreements will
limit the company's ability to curtail or shut down the mine if
export market conditions deteriorate further. And although
Sherritt has indemnified Westmoreland from any losses stemming
from the Obed Mine spill, we note that some risks remain, given
that Westmoreland will be responsible for managing the clean-up
efforts, albeit with costs reimbursed by Sherritt. The ratings
also reflect the risks stemming from the uncertain environmental
exposures at all of the acquired assets.
The company's speculative grade liquidity of SGL-3 reflects
Moody's expectation that Westmoreland will maintain an adequate
liquidity profile over the next 12 months.
The positive outlook reflects our expectation that the company's
metrics will remain strong for the ratings, with positive free
cash flow generation and Debt/ EBITDA, as adjusted by Moody's,
expected to be below 4x over the next eighteen months.
Ratings could be upgraded if Debt/ EBITDA, as adjusted, is
consistently maintained below 5x, EBIT/ Interest, as adjusted,
tracks above 1.0x, the company maintains adequate liquidity, the
acquired mines are successfully integrated, and the risks stemming
from Obed mine release are resolved.
Ratings could come under pressure if free cash flow is
persistently negative, if liquidity deteriorates, if Debt/ EBITDA
raises above 7x or if EBIT margins turn negative. The ratings
could also be downgraded if the company faces significant
operational, environmental or regulatory issues, stemming from
either existing or acquired operations.
The principal methodology used in this rating was the Global
Mining Industry published in May 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Westmoreland Coal Company, headquartered in Englewood, Colorado,
produces sub-bituminous coal and lignite for sale to electric
power plants located near their mines. It currently owns six
surface mines in Montana, North Dakota, Texas, and Wyoming, and
two coal-fired power generating assets (ROVA) in North Carolina.
For the twelve months ended September 30, 2013 the company
generated $660 million in revenues.
XTREME POWER: Files for Bankruptcy to Sell to Horizon
-----------------------------------------------------
Energy storage systems provider Xtreme Power Inc. and its
affiliates sought bankruptcy protection and have arranged
financing from Horizon Technology Finance Corporation, which has
agreed to buy the Debtors' assets absent higher and better offers.
Shelby A. Jordan, Esq., at Jordan, Hyden, Womble, Culbreth, &
Holzer, P.C., says that privately held XPI began exploring a sale
process months before the chapter 11 filing. But the Debtors'
operations were stymied by a liquidity crisis, which in turn made
an out of court sale process unworkable.
From 2009 through 2011 the Company experienced rapid growth,
securing several large contracts for new systems. It was ranked
number 15 on Inc. Magazine's 500|5000 list of the fastest-growing
private companies in the United States in 2012 -- the company's
second year in a row making the prestigious list -- based on XPI's
three-year growth rate of 8,423 percent and 2011 revenues of $22.2
million. In 2011, XPI had ranked 704th with a three-year growth
rate of 450 percent.
However, at about this time, slow bookings and lower gross margins
began impacting the 2012 outlook, and although the Company
remained a competitive bidder for a number of proposed projects,
GAAP revenues for 2012 were eventually reported at -19%.
Then on August 1, 2012, a fire occurred at the Kahuku Wind Farm in
Hawaii in the building housing the battery energy storage system
manufactured by the Company. The building and the energy storage
system were destroyed by the fire. The root cause of that fire
remains under investigation. Until such time as the root cause is
determined, it is not possible to determine what, if any,
liability the Company may have as a result of this loss, for which
the Company has insurance coverage. In any event, the Company
believes publicity related to the fire has negatively impacted
project bookings.
The Company revised its business plan to reflect revenue and
expense reductions consistent with market conditions and began to
look at restructuring its costs. At about the same time, the
Company was pursuing its proposed Series D equity financing but
was unable to generate sufficient interest. Thus, to support the
Company's operational cash needs, the Company engaged in a series
of bridge financings with convertible notes. Since 2011, the
company has raised approximately $50 million in this manner.
By October 2013, various debt and lease agreements were in default
and the Company was in default with its secured lenders on revenue
and other operating covenants. The defaults were addressed with a
round of bridge financing, but the Company continued to forecast
negative cash flow from operations. The Company's management and
board of directors, who have closely monitored the impact of these
conditions, determined to address potential alternatives with the
assistance of various professionals and outside advisors,
including Gordian Group, LLC. Several offers for purchase and
financing arrangements were considered, including a potential
transaction with a large public company. The Company believed
that the transaction would yield a favorable result, but the
proposed purchaser withdrew from negotiations for reasons unknown
to the Company. Attempts to obtain further bridge
financing fell through in late December.
In early January, the Company's board of directors authorized the
Gordian Group to seek financing for an in or out of court sale
process. Gordian diligently canvassed the relevant market and, as
a result, two initial proposals from two prepetition lenders
emerged. In connection with its consideration of the proposals,
the Board of Directors determined that filing Chapter 11 to effect
a sale of the Company was its best course of action.
After a series of negotiations and refinement of the two
proposals, the Board of Directors determined that Horizon's
proposal was the best proposal to implement a sale process that
would maximize the value of the Debtors and their stakeholders.
Stalking Horse Bid
Horizon will serve as the Initial Stalking Horse Bidder.
Horizon's bid consists of a credit bid of its pre- and post-
petition financing plus payment in cash of the amount outstanding
to SVB. The proposed sale procedures permit a substitute stalking
horse bidder to replace Horizon, followed by a competitive bidding
process.
Further, if the Debtors are able to obtain substitute debtor in
possession financing (on terms in acceptable under the DIP Credit
Facility), the Company can proceed in an extended sale process
(subject to certain deadlines).
As of the bankruptcy filing, the Company is virtually out of cash.
However, it has $5.4 million of booking on current projects in the
pipeline, as well as one contract pending in Puerto Rico that if
secured will result in bookings of $17 million, one in the US that
would result in bookings of $0.9 million and one in the UK that
would result in bookings of $7 million.
Company Press Release
The Company said in a statement that the Chapter 11 filing will
enable the company to continue its operations at all locations as
it begins a process to identify an acquirer. The company's core
engineering, project development and operations staff will remain
in place during this process.
Alan Gotcher, Xtreme Power CEO, said that the Company's general
creditors will provide the necessary financing, including DIP
financing, to enable the search for an appropriate acquirer to
proceed. He also said that the Chapter 11 filing was structured
to allow one of the company's creditors to file a stalking horse
bid for the company in the event that alternative bids during the
Chapter 11 process prove to be insufficient. The company is
seeking a superior stalking horse bid by February 28th, with a
subsequent bankruptcy auction.
"We are very pleased," said Mr. Gotcher, "with the steps taken by
our general creditors that are supporting our Chapter 11 process
and ultimate sale of the company. With our industry-leading
expertise, our world-class partnerships with other leading
companies including GE Energy Storage, Samsung SDI and Duke
Energy, I have no doubt new owners will find Xtreme Power an
attractive acquisition, particularly given that we will be free
and clear of liabilities."
Xtreme Power retained Gordian Group LLC to assist in the sale of
the company. The move comes as interest in Xtreme Power continues
to grow. Mr. Gotcher said that he predicts a speedy timeline for
finding a new owner.
Gordian Group LLC is one of the nation's leading independent
investment banks specializing in complex and/or distressed
financial advisory and mergers and acquisitions work. Gordian
will work with Xtreme Power to help manage the sale process.
Interested parties are encouraged to expeditiously submit bids
through the Gordian Group ahead of the late February deadline.
Mr. Gotcher said that the company's strong pipeline should be very
attractive to potential buyers. "With the pipeline in excess of
$100 million and letters of intent for $65 million, we have a
solid base of new business. We also expect EBITA -- earnings
before interest, taxes, depreciation and amortization -- to be at
break-even by later this year with significant upside potential to
both EBITA and revenue.
"I believe we're a great company poised for a bright future of
renewable energy generation, storage and transmission,"
Mr. Gotcher added.
With 12 projects in the field accounting for 60 MW of grid-scale
installations, ranging from 1MW up to 36 MW, Xtreme Power's
operational experience includes more than 34,100 MWh charged and
discharged over 472,200 hours of integrated power unit operation.
The grid-scale energy storage market is poised for significant
growth in the next five years. Xtreme Power has already built the
largest energy storage system of its kind for Duke Energy's
Notrees wind energy farm in Texas, and has operations spanning
from the Hawaiian Islands to the South Pole.
Interested bidders should contact Gordian Group LLC, care of
Matthew Jacobs at (212) 486-3600 ext 114 or mj@gordiangroup.com --
http://www.gordiangroup.comfor more information.
About Xtreme Power
Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others. Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.
Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.
Judge Christopher H. Mott presides over the case.
The Debtors have tapped Jordan Hyden Womble & Culbreth & Holzer,
P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special
counsel, Gordian Group, LLC, as investment banker and financial
advisor.
Xtreme Power Inc. estimated $50 million to $100 million in assets
and liabilities.
XTREME POWER: Has Up to $2.5-Mil. of Financing From Horizon
-----------------------------------------------------------
Xtreme Power Inc. and its debtor-affiliates seek approval from the
bankruptcy court to obtain postpetition financing in the aggregate
amount of up to $2.5 million from Horizon Technology Finance
Corporation.
Under the terms of the DIP Credit Facility, Horizon will provide
an initial advance of up to $1.3 million in weekly advances
consistent with a budget on a senior secured basis that will,
based on the Debtors' projections, fund the Debtors' operations
while in chapter 11 through the end of February.
Horizon, which is owed $6.7 million on a secured prepetition
credit, will serve as the initial stalking horse while the Debtors
and the Gordian Group actively search for a substitute stalking
horse. If the Debtors obtain a substitute stalking horse by
Feb. 24, 2014, Horizon will advance an additional $1.2 million in
weekly advances consistent with the approved budget to the Debtors
on a senior secured basis to permit the Debtors to conduct a
competitive bidding process with the substitute stalking horse in
hand. If no substitute stalking horse is obtained by Feb. 24,
2014, then Horizon will have no further funding obligation under
the terms of the DIP Loan after February 28, 2014.
It is anticipated that the proposed initial DIP credit facility
will enable the Debtors to pay their ongoing operating expenses
and the administrative claims of the estates through the end of
February. If applicable, the remaining DIP Availability or
financing provided by the substitute DIP lender will provide
sufficient funds to conduct a competitive Sec. 363 sale process.
Other terms of the DIP facility are:
-- AMOUNT. The DIP credit facility will provide an initial
amount of up to $1,300,000 to cover the period from the Petition
Date through Feb. 28, 2014, and an additional amount up to
$1,200,000 to cover the period from Feb. 28, 2014, through April
14, 2014. For the period from the entry of the interim financing
order until the date of the final hearing, the Debtors may borrow
from Horizon up to $903,300.
-- INTEREST RATE. Interest will accrue at a rate of 15% and,
following the occurrence of an event of default, 18%.
-- MATURITY. The DIP Loan will mature and be immediately due
and payable in full, upon the earliest to occur of the following
events, at the DIP lender's sole election:
(a) the occurrence of a default or an event of default as
defined in the DIP Loan Documents;
(b) the indefeasible payment in full of the obligations owing
to the DIP Lender;
(c) the failure of the Debtor to obtain the approval of the
back up sale transaction on or before 21 days after the Petition
Date;
(d) the Horizon Sale Date, unless, on or before February 24,
2014, the Debtor shall have obtained an order from the Bankruptcy
Court (i) approving procedures for a sale of the Debtors' assets
to a specifically identified third party other than Horizon for a
cash purchase price greater than the sum of all pre and post
bankruptcy indebtedness owed to Lender and amounts owed to Silicon
Valley Bank, (ii) establishing rules for an auction of
substantially all of the assets of the Debtors to occur no later
than March 31, 2014, (iii) setting a final sale hearing to approve
the results of such auction not later than April 4, 2014, (iv)
requiring an outside closing date of not later than April 14,
2014;
(e) March 31, 2014, if no auction will have occurred prior to
that date;
(f) April 4, 2014, if no final sale hearing will have
occurred on or prior to that date;
(g) the sale of the Debtors, collectively or individually, to
any purchaser; or
(h) April 14, 2014.
Notwithstanding, the DIP Loan will not mature if the Debtors
obtain a financing commitment from a third party lender that is
junior to the DIP Loan, junior to the SVB Loan and liens, and
junior to the prepetition loan and liens of Horizon on or before
February 24, 2014 that closes no later than February 28, 2014. In
the event that the Debtors obtain a substitute DIP lender and,
thereafter, a substitute stalking horse bidder no later than March
31, 2014, the dates in paragraphs (d) - (h) above will be extended
by 30 days, but the Lender will have no active obligation to
advance funds after Feb. 28, 2014.
-- FEES. Horizon will receive a fee of not more than $75,000.
About Xtreme Power
Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others. Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.
Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.
Judge Christopher H. Mott presides over the case.
The Debtors have tapped Jordan Hyden Womble & Culbreth & Holzer,
P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special
counsel, Gordian Group, LLC, as investment banker and financial
advisor.
Xtreme Power Inc. estimated $50 million to $100 million in assets
and liabilities.
XTREME POWER: Seeks to Use SVB's Cash Collateral
------------------------------------------------
Xtreme Power Inc. seeks approval from the bankruptcy court to use
cash collateral.
XPS has only a very small amount of cash collateral and the other
Debtors have virtually none. The Debtors' operations in Chapter
11 will be financed primarily through the DIP loan from Horizon
Financial. The only other entity with an interest in XPS's cash
collateral is Silicon Valley Bank. As of the bankruptcy filing,
the total amount outstanding to SVB is $494,861.
The Debtors believe that SVB will consent to its use of the bank's
cash collateral, but if it will not, requests that the Court
permit it to use such cash collateral.
XPI requires the ability to use cash and the proceeds of existing
accounts receivable to maintain the operation of its businesses
and preserve its value as a going concern.
XPI says SVB is adequately protected due to the existence of an
"equity cushion" -- the value of the collateral in excess of the
amount of the secured claim at issue. XPI notes that the Debtor
has a "stalking horse" buyer who proposes to purchase the Company
in 38 days, and as part of the consideration for the transaction,
will pay SVB's claim in full.
XPI adds that SVB's interest in cash collateral is further
protected because the Debtors will use the cash collateral to pay
for the ordinary and necessary expenses of maintaining and
operating their business.
Finally, the Debtors have budgeted and propose to pay to SVB a
monthly adequate protection payments equal to the amount if
interest accruing on the loans, which is approximately $2,000.
About Xtreme Power
Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others. Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.
Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.
Judge Christopher H. Mott presides over the case.
The Debtors have tapped Jordan Hyden Womble & Culbreth & Holzer,
P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special
counsel, Gordian Group, LLC, as investment banker and financial
advisor.
Xtreme Power Inc. estimated $50 million to $100 million in assets
and liabilities.
XTREME POWER: Proposes Baker Botts as Special Counsel
-----------------------------------------------------
Xtreme Power Inc. and its debtor-affiliates ask for approval to
employ Baker Botts L.L.P. as special counsel nunc pro tunc to
Jan. 22, 2014.
Baker Botts has worked closely with the Debtors' management in
advising the Debtors on corporate matters for over five years.
Over the term of Baker Botts' representation, the Debtors have had
two Chief Executive Officers, two Chief Financial Officers, and a
General Counsel who is no longer with the Debtors.
Postpetition, Baker Botts has agreed to render various corporate-
related legal services to the Debtors, including:
* assist the Debtors with the sale of substantially all of
their assets or similar strategic transaction;
* assist the Debtors with development and implementation of
sale procedures as requested;
* assist the Debtors with the negotiation of bids and
preparation of the operative transactional documents;
* in coordination with the Debtors' financial advisor and
general bankruptcy counsel, assist the Debtors in the sale
process;
* assist the Debtors in responding to due diligence inquiries
or similar information requests;
* interface with stakeholder constituents regarding sale or
similar strategic transaction;
* advise the board of directors and company on any proposed
sale or other strategic transaction;
* in coordination with Debtors' financial advisors and general
bankruptcy counsel, assist the company in obtaining liquidity for
a sale or similar strategic transaction and assist with
preparation of loan and other liquidity transactional documents;
and
* assist general bankruptcy counsel as necessary with any
issues related to sale or similar strategic transaction.
The current preferred U.S. hourly rates charged by Baker Botts
range from $600 to $1,000 per hour for partners; and $325 to $750
per hour for associates and other counsel. The U.S. hourly rates
for paralegals and clerks and other non-lawyer professionals range
from $150 to $275 per hour.
Baker Botts will employ attorneys and legal assistants with
varying degrees of legal experience, as each matter may require.
Baker Botts expects that the primary lawyers at Baker Botts who
will be working on these matters will be Steve Tyndall and John
Kaercher, whose preferred hourly rate is $675 and $400,
respectively.
Baker Botts anticipates that Omar J. Alaniz, Esq., will be the
primary bankruptcy lawyer that will assist with the development
and implementation of the Debtors' sale process and work related
to the Debtors' financing needs in connection with the sale. Mr.
Alaniz's preferred hourly rate is $575.
The Debtors recognize that there may be certain potential
conflicts inherent in Baker Botts concurrently representing the
Debtors. However, the Debtors nonetheless consider any potential
conflicts inherent in Baker Botts' concurrent representation of
the Debtors to be non-material for all practical purposes and
believe that their interests are fundamentally aligned for
purposes of providing corporate-related legal services. If the
Debtors' interests should become materially adverse with respect
to any issue, then Baker Botts will recommend to the Debtors that
one or more of the Debtors retain separate counsel with respect to
that issue and, upon such recommendation, one or more of the
Debtors will seek Court approval to retain independent counsel for
such matter as appropriate.
The firm can be reached at:
BAKER BOTTS L.L.P.
98 San Jacinto Boulevard, Suite 1500
Austin, TX 78701-4078
Phone: (512) 322-2500
Fax: (512) 322-2501
E-mail: steve.tyndall@bakerbotts.com
john.kaercher@bakerbotts.com
About Xtreme Power
Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others. Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.
Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.
The Debtors have DIP financing from Horizon Technology Finance
Corporation, which has signed a deal to buy the assets, absent
higher and better offers.
Judge Christopher H. Mott presides over the case.
The Debtors have tapped Jordan Hyden Womble & Culbreth & Holzer,
P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special
counsel, Gordian Group, LLC, as investment banker and financial
advisor.
Xtreme Power Inc. estimated $50 million to $100 million in assets
and liabilities.
XTREME POWER: Taps Gordian Group as Investment Banker
-----------------------------------------------------
Xtreme Power Inc. and its debtor-affiliates ask for approval to
tap Gordian Group, LLC, to provide investment banking and
financial advisory services effective as of the Petition Date.
Gordian will:
a) assist in raising and negotiating new or replacement debt or
equity capital (or other investment or financing);
b) assist in negotiations with current and potential acquirers
or investors, lenders, creditors, shareholders and other
interested parties regarding the Company's operations and
prospects and any potential Financial Transaction;
c) render advice and services regarding any potential
restructuring, refinancing, retirement, repayment, repurchase,
amendment, exchange, extension, compromise or other modification
of the Company's outstanding debt or equity securities;
d) render advice regarding licensing agreements, any potential
merger or sale of the Company or its securities, assets or
businesses, or acquisitions contemplated by the Company (whether
in one or a series of transactions, by merger, consolidation,
joint venture, license agreement or other business combination,
asset or equity sale, or otherwise);
e) assist with preparing presentations to creditors, equity and
other security holders and/or the Board of Directors regarding any
potential Financial Transaction and/or other financial issues
related thereto; and
f) render other financial advisory and investment banking
services as may be customary for a Financial Transaction of the
type contemplated herein and mutually agreed upon by the parties
hereto.
Gordian will be compensated with fees payable concurrently with
and as a condition to the consummation of any Financial
Transaction equal to 5.0% of the Aggregate Consideration in
connection with any financial transaction. Gordian Group has
additionally agreed to voluntarily reduce its Transaction Fee from
5% to 4% of Aggregate Consideration in connection with any
Financial Transaction contingent upon such reduction of 1% of
Aggregate Consideration being provided to Alan Gotcher and Ken
Hashman, the Debtors' Chief Executive Officer and Chief Financial
Officer, respectively, as additional incentive compensation.
In addition to the fees, Gordian will be reimbursed, upon invoice,
for all of its reasonable, documented out-of-pocket expenses
(including legal, travel, telephone and facsimile) incurred in
connection with Gordian's engagement hereunder; provided, however,
that Gordian will require the prior written consent of the Company
(which shall not be unreasonably withheld) before incurring
aggregate expenses in excess of $25,000.
The firm can be reached at:
Peter S. Kaufman
President and Head of Restructuring
and Distressed M&A
GORDIAN GROUP, LLC
950 Third Avenue
New York, NY 10022
About Xtreme Power
Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others. Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.
Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.
The Debtors have DIP financing from Horizon Technology Finance
Corporation, which has signed a deal to buy the assets, absent
higher and better offers.
Judge Christopher H. Mott presides over the case.
The Debtors have tapped Jordan Hyden Womble & Culbreth & Holzer,
P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special
counsel, Gordian Group, LLC, as investment banker and financial
advisor.
Xtreme Power Inc. estimated $50 million to $100 million in assets
and liabilities.
* Securities Lawsuits on the Rise
---------------------------------
Jacob Gershman, writing for The Wall Street Journal, reported that
U.S. corporations have worked for two decades to fend off
securities class-action lawsuits. But new figures show that such
cases haven't abated.
Stockholders filed 234 federal securities class-action suits
against U.S. companies last year, the most since 2008, the Journal
said, citing a report by NERA Economic Consulting.
Federal courts approved shareholder settlements valued at a
combined $6.5 billion last year, nearly doubling 2012's total,
NERA said, the report related. The average settlement hit a
record $55 million last year, after excluding certain cases that
can skew the total.
Congress and the U.S. Supreme Court have made some class actions
harder to pursue, the report said. But other types of claims have
increased.
Lawsuits over corporate mergers have jumped in recent years, for
example, the report further related. Last year, they represented
about a fifth of the new securities class-action filings in
federal court. And allegations that companies gave misleading
earnings forecasts accounted for 41% of class-action filings last
year, up from 29% in 2012, according to NERA.
* Cuomo to Split JPMorgan N.Y. Settlement Money with Schneiderman
-----------------------------------------------------------------
Freeman Klopott, writing for Bloomberg News, reported that
Governor Andrew Cuomo and Attorney General Eric Schneiderman
agreed to split the first $163 million of New York's $613 million
share of a settlement with JPMorgan Chase & Co. over mortgage bond
sales, according to their offices.
According to the report, the two Democrats had been dueling over
the funds, a piece of a $13 billion federal-state settlement with
the bank. The deal worked out between the two officials directs
about $81.5 million to Cuomo's control, where it'll go toward
housing programs, according to Rich Azzopardi, the Cuomo
spokesman.
The remaining $81.5 million will be distributed by Schneiderman's
office to anti-foreclosure programs, Matt Mittenthal, a spokesman
for Schneiderman, said in a statement on Jan. 20, the report
related.
"This agreement on the first year of funding for the JPMorgan
settlement will provide help to those who have been hurt most by
the housing crisis, and make certain that this money will be
dispersed with maximum accountability and oversight,' Azzopardi
said in an e-mailed statement, the report cited.
In November, JPMorgan settled federal probes into the bank's sale
of mortgage bonds that officials said helped fuel the financial
chaos of 2008, the report recalled.
* Cuomo Asks Feds to Help Fund Ailing NYC Hospitals
---------------------------------------------------
Law360 reported that strapped Brooklyn hospitals, including
bankrupt Interfaith Medical Center and the insolvent, state-run
Long Island College Hospital, face a funding crisis "beyond the
scope" of New York's budgetary abilities, Gov. Andrew Cuomo said
on Jan. 22, pressing for faster action on as much as $10 billion
in federal help.
According to the report, the governor's call for help, in the form
of an infusion from Medicaid, came as he unveiled a proposed, $137
billion spending blueprint for the state, which is crawling out
from years of deficits.
* Geithner Said U.S. Would Respond to Downgrade, Accdg. to S&P
--------------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reported that
former U.S. Treasury Secretary Timothy Geithner told McGraw Hill
Financial Inc. Chairman Harold W. McGraw III in 2011 that Standard
& Poor's downgrade of the U.S. debt would be met by a response,
S&P said.
According to the report, S&P filed a declaration by McGraw on Jan.
20 in federal court in Santa Ana, California, as part of a request
to force the U.S. to hand over potential evidence the company says
will support its claim that the government filed a fraud lawsuit
against it last year in retaliation for its downgrade of the U.S.
debt two years earlier.
In his court statement, McGraw said Geithner called him on Aug. 8,
2011, after S&P was the only credit ratings company to downgrade
the U.S. debt, the report related. Geithner, McGraw said, told
him that S&P would be held accountable for the downgrade.
Government officials have said the downgrade was based on an error
by S&P.
"S&P's conduct would be looked at very carefully,' Geithner told
McGraw according to the filing, the report cited. "Such behavior
would not occur, he said, without a response from the government.'
The Justice Department last year accused S&P of lying about its
ratings being free of conflicts of interest and may seek as much
as $5 billion in civil penalties, the report further related. The
government alleged in its Feb. 4, 2013, complaint that S&P
knowingly downplayed the risk on securities before the credit
crisis to win business from investment banks seeking the highest
possible ratings to help sell the instruments.
The case is U.S. v. McGraw-Hill Cos., 13-cv-00779, U.S. District
Court, Central District of California (Santa Ana).
* Wis. Gov. Entitled to Immunity From Equal Protection Claims
-------------------------------------------------------------
Wisconsin Governor Scott Walker planned to appoint Becky Chasensky
interim Marinette County Register of Deeds but decided against it
after learning she had filed for bankruptcy. In response,
Chasensky sued Walker and his then-spokesperson, Cullen Werwie,
alleging that Walker's decision not to appoint her along with
their public statements concerning that decision violated her
constitutional and statutory rights. Judge Rudolph Randa of the
U.S. District Court for the Eastern District of Wisconsin held
that the Defendants waived qualified immunity by failing to raise
it as a defense until their motion to dismiss Chasensky's amended
complaint. The Defendants then filed an interlocutory appeal
claiming they did not waive and are entitled to qualified
immunity.
A three-judge panel of the U.S. Court of Appeals for the Seventh
Circuit composed of Judge Daniel Anthony Manion, Judge Michael
Stephen Kanne, and Judge David F. Hamilton, on Jan. 22, 2014,
agreed with the Defendants and reversed the district court's
ruling.
The Seventh Circuit held that for the purpose of defeating
qualified immunity, Chasensky has not proven that her right to the
limited publicity of an already-published fact is "clearly
established" so that an individual may be held civilly liable for
publicizing already-published information. The Seventh Circuit
therefore concluded that the Defendants are entitled to qualified
immunity because they have violated no clearly established privacy
right.
The case is BECKY S. CHASENSKY, Plaintiff-Appellee, v. SCOTT
WALKER, et al., Defendants-Appellants, Case No. 13-1761 (7th
Cir.). A full-text copy of the Opinion penned by Judge Manion is
available at http://bankrupt.com/misc/7thCir131761.pdf
* Quinn Emanuel Snags Stutman Restructuring Pro in LA
-----------------------------------------------------
Law360 reported that Quinn Emanuel Urquhart & Sullivan LLP has
lured a restructuring expert from Stutman Treister & Glatt to
bolster its bankruptcy and restructuring team in Los Angeles, the
firm said last week.
According to the report, K. John Shaffer joined the firm as a
partner, and he will continue to focus his practice on complex
restructuring matters, including in-court representations and out-
of-court workouts, the firm said Jan. 14.
Shaffer, who was a senior shareholder of Stutman, assists debtors,
creditors and purchasers of assets in a wide array of industries,
the report related.
* BOND PRICING -- For the Week From Jan. 13 to 17, 2014
-------------------------------------------------------
Company Ticker Coupon Bid Price Maturity Date
------- ------ ------ --------- -------------
AES Eastern Energy LP AES 9.67 4.125 1/2/2029
AES Eastern Energy LP AES 9 1.75 1/2/2017
Advanta Capital
Trust I ADVNA 8.99 0.5 12/17/2026
Alion Science &
Technology Corp ALISCI 10.25 56.696 2/1/2015
Brookstone Co Inc BKST 13 82 10/15/2014
Brookstone Co Inc BKST 13 59 10/15/2014
Buffalo Thunder
Development
Authority BUFLO 9.375 39.25 12/15/2014
Cengage Learning
Acquisitions Inc TLACQ 10.5 21.375 1/15/2015
Cengage Learning
Acquisitions Inc TLACQ 12 15.875 6/30/2019
Cengage Learning
Acquisitions Inc TLACQ 13.25 1.375 7/15/2015
Cengage Learning
Acquisitions Inc TLACQ 10.5 21.375 1/15/2015
Cengage Learning
Acquisitions Inc TLACQ 13.25 1.375 7/15/2015
Cengage Learning
Holdco Inc TLACQ 13.75 1.375 7/15/2015
Champion
Enterprises Inc CHB 2.75 0.375 11/1/2037
Energy Conversion
Devices Inc ENER 3 7.875 6/15/2013
Energy Future
Competitive Holdings
Co LLC TXU 8.175 10 1/30/2037
Energy Future
Holdings Corp TXU 5.55 33.21 11/15/2014
FiberTower Corp FTWR 9 0.625 1/1/2016
JPMorgan Chase Bank NA JPM 6 78.962 8/19/2014
James River Coal Co JRCC 7.875 26.849 4/1/2019
James River Coal Co JRCC 4.5 31.5 12/1/2015
James River Coal Co JRCC 10 31.5 6/1/2018
James River Coal Co JRCC 10 26.625 6/1/2018
James River Coal Co JRCC 3.125 21.25 3/15/2018
LBI Media Inc LBIMED 8.5 30 8/1/2017
Lehman Brothers
Holdings Inc LEH 1 19.25 8/17/2014
Lehman Brothers
Holdings Inc LEH 1 19.25 8/17/2014
Lehman Brothers Inc LEH 7.5 18 8/1/2026
MF Global Holdings Ltd MF 1.875 52 2/1/2016
OnCure Holdings Inc RTSX 11.75 48.875 5/15/2017
Platinum Energy
Solutions Inc PLATEN 14.25 63.375 3/1/2015
Powerwave
Technologies Inc PWAV 1.875 0.125 11/15/2024
Powerwave
Technologies Inc PWAV 1.875 0.125 11/15/2024
Pulse Electronics
Corp PULS 7 77.035 12/15/2014
Residential
Capital LLC RESCAP 6.875 30.704 6/30/2015
School Specialty
Inc/Old SCHS 3.75 37.875 11/30/2026
Scotia Pacific Co LLC MXM 6.55 0.875 1/20/2007
Sealed Air Corp SEE 12 97.75 2/14/2014
Sorenson
Communications Inc SRNCOM 10.5 77.5 2/1/2015
Sorenson
Communications Inc SRNCOM 10.5 77.5 2/1/2015
THQ Inc THQI 5 43.5 8/15/2014
TMST Inc THMR 8 18.25 5/15/2013
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.25 5.125 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15 31.1 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.25 5.25 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.5 6.625 11/1/2016
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15 31 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.25 5.375 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.5 4.625 11/1/2016
USEC Inc USU 3 39 10/1/2014
WCI Communities
Inc/Old WCI 4 0.5 8/5/2023
Western Express Inc WSTEXP 12.5 61 4/15/2015
Western Express Inc WSTEXP 12.5 61 4/15/2015
YRC Worldwide Inc YRCW 6 93.418 2/15/2014
*********
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
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liabilities that may never materialize. The prices at which
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than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
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related conferences are encouraged. Send announcements to
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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 the nation's bankruptcy courts. The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.
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.
*********
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, Ivy B. Magdadaro, Carlo Fernandez,
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Copyright 2014. All rights reserved. ISSN: 1520-9474.
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