/raid1/www/Hosts/bankrupt/TCR_Public/140317.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, March 17, 2014, Vol. 18, No. 75
Headlines
2444 ACQUISITIONS: Indianapolis Real Estate Firm in Bankruptcy
4KIDS ENTERTAINMENT: Kahn Amends Disclosure, Says Stake Is 9.5%
AIRCASTLE LTD: S&P Assigns 'BB+' Rating on Senior Notes Due 2021
ALLY FINANCIAL: Reports $361 Million Net Income in 2013
AMERICAN AIRLINES: Bondholders Try High Court Appeal on Make-Whole
ANACOR PHARMACEUTICALS: Completes End-of-Phase 2 FDA Meeting
ASSOCIATED COMMUNITY: Charity Telemarketing Firm Files Ch.11
ASSOCIATED COMMUNITY: Voluntary Chapter 11 Case Summary
ATKORE INTERNATIONAL: S&P Affirms 'B' CCR Over Refinancing
ATP OIL: Show Cause Order Issued on Case's Ch. 7 Conversion
AXION INTERNATIONAL: James Kerstein Quits as Director & CTO
BAY AREA FINANCIAL: Taps Properties West Mgmt as Manager
BERNARD L. MADOFF: Claims Deadline For Victim Fund Extended
BERRY PLASTICS: Completes 9 Million Shares Secondary Offering
BMOC INVESTORS: Case Summary & 5 Largest Unsecured Creditors
BON-TON STORES: Adopts Executive Severance Pay Plan
BON-TON STORES: Gabelli Funds Stake at 5.8% as of Feb. 27
BONDS.COM GROUP: Obtains $1.5 Million Financing From Investors
BROADVIEW NETWORKS: Amends $128.8MM Notes Resale Prospectus
BROADWAY FINANCIAL: Maturity of Debentures Extended Until 2024
BROWNSVILLE MD: Hires NAI Rio Grande as Real Estate Broker
BROWNSVILLE MD: Hires Valbridge Property as Appraiser
CASH STORE: Creates Chief Compliance & Regulatory Officer Post
CEDAR BLUFF: Market Place Subd. Property to be Sold on March 25
CELL THERAPEUTICS: Opens Enrollment for PERSIST-2 Phase 3 Trial
CELL THERAPEUTICS: Incurs $49.6 Million Net Loss in 2013
CENGAGE LEARNING: Bankruptcy Court Confirms Plan of Reorganization
CEREPLAST INC: Horizon Blocking Buyout Offer
CHIQUITA BRANDS: S&P Revises Outlook to Positive & Affirms 'B' CCR
CIRCLE STAR: Settles with Mediapark and Soloman for $1 Million
CNH INDUSTRIAL: S&P Assigns 'BB+' Rating to Proposed Sr. Notes
COLONIAL MEDICAL: Case Summary & 20 Largest Unsecured Creditors
CONTRACTOR TECHNOLOGY: Texas Justices Again Nix Porter Hedges Suit
DANA HOLDING: S&P Raises Corp. Credit Rating to 'BB+'
DELTATHREE INC: Obtained Add'l $100,000 Loan From D4 Holdings
DETROIT, MI: Ch. 9 Plan Draws Fierce, Immediate Criticism
DEX MEDIA: Reports Financial Results for Full Year 2013
DISH NETWORK: FCC Auction Win No Impact on Moody's Ba3 CFR
DO1 INC: Voluntary Chapter 11 Case Summary
DUNE ENERGY: Director Eric Stearns Resigns
ECO BUILDING: Obtains Financing for $1.1 Million
EDISON MISSION: Posts $641MM Net Loss for 2013
EJ FINANCIAL: Case Summary & 7 Largest Unsecured Creditors
ENERGY XXI: S&P Affirms 'B+' CCR; Outlook Stable
EPL OIL: S&P Puts 'B' CCR on CreditWatch Positive
EQUABLE ASCENT: Eagle Park Subd. Lot to be Auctioned Off April 2
EXTREME REACH: S&P Assigns 'B' CCR & Rates $30MM Facility 'BB-'
F&H ACQUISITION: Has Approval to Sell Assets to Cerberus Unit
FANNIE MAE: Reports $84 Billion Annual Profit
FIRST SECURITY: Modifies Stock Awards for Executive Officers
FREE LANCE-STAR: Files Schedule of Assets and Liabilities
GENIUS BRANDS: Director William McDonough Quits
GEOMET INC: Inks Seventh Amendment to 2011 Credit Agreement
GEORGIA PECAN: Voluntary Chapter 11 Case Summary
GRAND CENTREVILLE: James Sohn Balks at Sale of Shopping Center
GRAND CENTREVILLE: Global Settlement With Wells Fargo Opposed
GREEN EARTH: Signs Consulting Agreement with MAHARG Holdings
GREEN FIELD: Exclusive Plan Filing Date Expires May 10
GREEN FIELD: Disclosure Statement OK'd, Plan Hearing on April 23
GRUBB & ELLIS: Trustee Seeks To Claw Back Payments To Ex-VP
HAMILTON METALS: Deloitte Serves as Advisor on Restructuring
HAPPY HOMES: Involuntary Chapter 11 Case Summary
HAROLD P. DEW: Chapter 11 Trustee Takes Over
HD SUPPLY: Presented at Raymond James Investors Conference
HOSPITALITY STAFFING: Severance Benefits to Employees Approved
HOWREY LLP: Ex-Partners, Trustee Forge Deal On Clawback Claims
INTELLIPHARMACEUTICS INT'L: To Present at 2 Investor Conferences
INTERNATIONAL RECTIFIER: S&P Raises CCR to 'BB'; Outlook Stable
ISTAR FINANCIAL: Incurs $155.7 Million Net Loss in 2013
JACOBS ENTERTAINMENT: Debt Re-Pricing No Impact on Moody's B3 CFR
JACKSONVILLE BANCORP: Charles Spencer Resigns as Director
JB AND COMPANY: Voluntary Chapter 11 Case Summary
JERRY'S NUGGET: Chapter 11 Reorganization Case Closed
JUMP OIL: Gets Final OK to Incur DIP Loan From Colonial Pacific
KAR AUCTION: S&P Assigns 'BB-' Rating to Extended Credit Facility
LEHIGTON LAND: Case Summary & 8 Largest Unsecured Creditors
LEHMAN BROTHERS: Gets Court Approval of Tschira Deal
LEHMAN BROTHERS: Europe Creditors in Line for Extra $8-Bil. Payday
LEHMAN BROTHERS: Stonehill Says $44-Mil. Cap Too Low
LEHMAN BROTHERS: Files Motion to Deem Schedule of Debts Amended
LEHMAN BROTHERS: IRS Settlement Approved by Bankruptcy Court
LEHMAN BROTHERS: LBI Trustee Settles BNY Mellon et al Claims
LONGVIEW POWER: Seeks Extension of Exclusive Periods
LONGVIEW POWER: IRS Objects To Ch. 11 Plan Until Taxes Are Paid
M.A.R. REALTY: Court OKs Stipulation Resolving BPPR's Stay Motion
MCCLATCHY CO: To Receive $147MM From Apartments.com's Sale
MEDPACE HOLDINGS: Moody's Assigns B2 CFR & Rates $590MM Debt B2
MERRIMACK PHARMACEUTICALS: Had $130.7 Million Net Loss in 2013
MIDSTATES PETROLEUM: S&P Cuts Sr. Unsecured Debt Rating to 'CCC+'
MISSION NEWENERGY: Earns $3.6 Million in Second Half of 2013
MORGANS HOTEL: Settles All Litigations with Yucaipa
MOBIVITY HOLDINGS: To Record a $1.7-Mil. Impairment Charge
MOTORCAR PARTS: Converts Registration Statements to Form S-3
NANA DEVELOPMENT: S&P Lowers CCR to 'B' on Weak Performance
NATURAL PORK: April 4 Hearing on Adequacy of Plan Outline
NEPHROS INC: Extends and Expands License Agreement with Bellco
NEW ENTERPRISE: S&P Raises CCR to 'CCC+' on Improved Liquidity
NEWLEAD HOLDINGS: Issues 3.2MM Settlement Shares to MG Partners
NORTHERN BOWLING: Voluntary Chapter 11 Case Summary
OMNICOMM SYSTEMS: Guus van Kesteren Holds 5% Equity Stake
ONPOINT MEDICAL: Case Summary & 20 Largest Unsecured Creditors
ORMET CORP: Sells Excess Scrap Steel for $682,100
OSAGE EXPLORATION: Obtains $4.4 Million From Private Placement
OVERSEAS SHIPHOLDING: Posts Wider Net Loss of $638MM for 2013
OXYSURE SYSTEMS: CEO Provides "State of the Union" Communication
OZ GAS: Must Show Cause That Ch.11 Trustee Unnecessary
PACIFIC STEEL: Wins Court Approval to Access Wells Fargo Cash
PARAGON SHIPPING: Agrees with Unicredit to Extend Loan Waiver
PETRON ENERGY: Amends 150.8MM Shares Resale Prospectus
PICCADILLY RESTAURANTS: Motion to Stay Confirmation Order Denied
POWERMAX INC: Case Summary & 20 Largest Unsecured Creditors
PRIME TIME INT'L: Case Summary & 20 Largest Unsecured Creditors
QUALITY DISTRIBUTION: Incurs $22.8 Million Net Loss in 4th Qtr.
QUARTZ HILL: Seeks Re-Assignment of Case to Judge Cristol
QUEBECOR WORLD: No Supreme Court Appeal on Safe Harbor
QUIZNOS: Case Summary & 35 Largest Unsecured Creditors
RAMALLO BROS.: Case Summary & 20 Largest Unsecured Creditors
RADIOSHACK CORP: Incurs $400 Million Net Loss in 2013
RANDHURST CROSSING: Case Summary & 2 Largest Unsecured Creditors
RED WILLOW: Justices Say Sex Assault Judgment Sunk By Bankruptcy
RENAISSANCE LEARNING: Buyout Deal No Impact on Moody's B2 CFR
REVEL AC: Workers Demand Job Security & Process to Form Union
ROTECH HEALTHCARE: Appeals Baker & McKenzie's Fee Award
RYNARD PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
SANDY HILLS: Empower to Rise's Legal Fees Allowed
SPANISH BROADCASTING: Court Junks LBHI and Rowe Price Claims
SINCLAIR BROADCAST: Promotes David Amy to EVP and COO
STEREOTAXIS INC: Incurs $3.9 Million Net Loss in 4th Quarter
SQUARETWO FINANCIAL: S&P Lowers ICR to 'B-'; Outlook Negative
STELLAR BIOTECHNOLOGIES: Touts Achievements at Gordon Conference
SUNGARD AVAILABILITY: Moody's Assigns B2 Corporate Family Rating
SWIFT TRANSPORTATION: Moody's Raises Corp. Family Rating to Ba3
T3 MOTION: To Issue $25,000 Convertible Debentures
THERAPEUTICSMD INC: Incurs $8.4 Million Net Loss in 4th Quarter
THERAPEUTICSMD INC: Releases Copy of Presentation Materials
THERMOENERGY CORP: Has Standstill Pact with Creditors Until May 1
TITAN PHARMACEUTICALS: Has Deal on Probuphine Clinical Study
TLC HEALTH: Taps Cash Realty & Auctions as Equipment Appraisers
TLC HEALTH: Court Okays Hiring of Bonadio Group as Accountants
TLC HEALTH: Creditors' Panel Gets Nod to Hire Bond Schoeneck
TLC HEALTH: Court Okays Damon & Morey as Healthcare Counsel
TOWN SPORTS: Moody's Lowers Corp. Family Rating to 'B2'
TSLP INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors
TUSCANY DRILLING: U.S. Trustee Appoints Equity Holders' Committee
UNITED AIRLINES: IAM Wins Pension Increase for Members
UNIVERSITY GENERAL: Plan Participants Now Have Access to Hospital
VERTIS HOLDINGS: Exclusive Plan Filing Date Extended to April 14
WEST TEXAS GUAR: Farmers File Involuntary Chapter 11
WEST TEXAS GUAR: Involuntary Chapter 11 Case Summary
WHEELBLAST INC: Case Summary & 20 Largest Unsecured Creditors
WIZARD WORLD: Incurs $3.8 Million Net Loss in 2013
WYNN RESORTS: S&P Affirms 'BB+' CCR; Outlook Stable
XO COMMUNICATIONS: Moody's Assigns B2 Corp. Family Rating
ZALE CORP: Z Investment Stake at 25.2% as of Feb. 19
* Another Court Retains Absolute Priority Rule for Individuals
* Sale Didn't Enable Buyer to Avoid Union Contract
* Expanded 'Bad Boy' Guarantees Undercut Nonrecourse Loans
* Fed Move Rattles Global Bank Talks
* Buchanan Ingersoll & Rooney & Fowler White Boggs Merge
* George Mesires Adds Strength to Faegre's Restructuring Practice
* Parker Ibrahim & Berg Named One of NJ's Best Places to Work
* BOND PRICING -- For Week From March 10 to 14, 2014
*********
2444 ACQUISITIONS: Indianapolis Real Estate Firm in Bankruptcy
--------------------------------------------------------------
Jeff Swiatek, writing for Indianapolis Star, reported that 2444
Acquisitions LLC, a real estate company that owns the building
where Eastside Mexican restaurant El Sol de Tala is located, filed
for bankruptcy, saying El Sol owes it $265,000 in back rent dating
to August 2011, when it stopped paying its monthly rent of $5,500.
The Indianapolis real estate company is headquartered at 6045 N.
College Ave., lists total debts of $658,041 -- of which the
largest debt is a $275,000 mortgage. It lists assets of from
$100,000 to $500,000.
The report noted that the restaurant's owner, Rubin Pazmino, also
is a 49% owner of 2444 Acquisitions and the two have countersued
each other in Marion County courts. The report said Mr. Pazmino
gained control of El Sol from its founder, Javier Amezcua, after
the two became partners in 2006, around the time Mr. Amezcua filed
a bankruptcy for El Sol and a sister restaurant he formerly ran
Downtown in Union Station.
According to the report, 2444 Acquisitions, whose managing partner
is James Chalfont of Indianapolis, bought the El Sol property at
2444 E. Washington St. at a sheriff's auction in 2007. Mr.
Chalfont lists himself as a creditor of 2444 Acquisitions,
alleging $65,000 in claims.
4KIDS ENTERTAINMENT: Kahn Amends Disclosure, Says Stake Is 9.5%
---------------------------------------------------------------
Alfred Kahn has filed with the Securities and Exchange Commission
an Amendment No. 1 to the Schedule 13G page he originally filed on
Feb. 6, 2014, to correct certain information that was incorrectly
reported. Mr. Kahn disclosed in the amended documents that he may
be deemed to beneficially owned 1,303,638 shares -- or roughly
9.5% -- of 4Licensing Corporation Common Stock, $0.01 par value
per share. This is based on 13,714,992 shares of common stock
outstanding as of Nov. 14, 2013.
About 4Kids Entertainment
New York-based 4Kids Entertainment, Inc., dba 4Kids, was an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution. The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.
4Kids Entertainment, Inc., filed for bankruptcy protection under
Chapter 11 of the Bankruptcy Code to protect its most valuable
asset -- its rights under an exclusive license relating to the
popular Yu-Gi-Oh! series of animated television programs -- from
efforts by the licensor, a consortium of Japanese companies, to
terminate the license and force 4Kids out of business.
4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011. The affiliates are
4Kids Ad Sales, Inc.; 4Kids Digital Games, Inc.; 4Kids
Entertainment Home Video, Inc.; 4Kids Entertainment Music, Inc.;
4Kids Entertainment Licensing, Inc.; 4Kids Productions, Inc.;
4Kids Technology, Inc.; 4Kids Websites, Inc.; 4Sight Licensing
Solutions, Inc.; The Summit Media Group, Inc.; and World Martial
Arts Productions, Inc.
Kaye Scholer LLP's D. Tyler Nurnberg, Esq., Seth J. Kleinman,
Esq., and Matthew J. Micheli, Esq., serve as the Debtors'
restructuring counsel. Epiq Bankruptcy Solutions, LLC, serves as
the Debtors' claims and notice agent. BDO Capital Advisors, LLC,
is the financial advisor and investment banker. EisnerAmper LLP
fka Eisner LLP serves as auditor and tax advisor.
4Kids Entertainment disclosed $78,397,971 in assets and
$86,515,395 in liabilities as of the Chapter 11 filing.
Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors. Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.
The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary. The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.
In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing. Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.
The Debtors' Amended Joint Plan of Reorganization dated Oct. 29,
2012, was confirmed by Judge Shelley C. Chapman in an order dated
Dec. 13, 2012. The Plan went effective on Dec. 21, 2012.
4Kids was renamed 4Licensing Corporation and resumed trading on
the OTC Pink Sheets in February 2013. All creditors recouped 100%
of allowed claims under the Plan. Shareholders also received a
distribution, projected to be 69 cents a share, according to the
disclosure statement.
The Debtor's business fetched a $15 million purchase price from
two buyers. An affiliate of Tokyo-based Konami Corp. bought
licenses for the Yu-Gi-Oh! animated television programs. Kidsco
Media Venture LLC, affiliated with Saban Capital Group Inc.,
acquired the programming agreement with the CW Network LLC. 4Kids
previously generated $9 million from settlement with the owner of
the licenses for Yu-Gi-Oh!.
AIRCASTLE LTD: S&P Assigns 'BB+' Rating on Senior Notes Due 2021
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned
Aircastle Ltd.'s senior notes due 2021 a 'BB+' issue-level rating,
with a recovery rating of '3', indicating S&P's expectation that
lenders would receive meaningful (50%-70%) recovery or principal
in the event of a payment default. The company will use proceeds
to repay the 9.75% notes due 2018.
The ratings on Stamford, Conn.-based Aircastle Ltd. reflect its
position as a midsize provider of aircraft operating leases and
its diversified fleet, as measured by aircraft types and location
of lessees. The company's exposure to cyclical demand for
aircraft, fluctuations in lease rates and aircraft values, and
weak credit quality of some airline customers partially offset the
positive factors. S&P characterizes Aircastle's business risk
profile as "fair," its financial risk profile as "significant,"
and its liquidity as "adequate," based on its criteria.
S&P's outlook on the rating is stable. S&P expects Aircastle's
financial profile to remain relatively consistent through 2014,
with higher earnings and cash flow from fleet additions, offset by
incremental debt to finance fleet growth. S&P could lower ratings
if airline bankruptcies and lower utilization and lease rates
cause funds from operations (FFO) to debt to decline to below the
high-single-digit percent area for a sustained period.
Alternatively, S&P could lower ratings if aggressive capital
spending and/or share repurchases resulted in debt/capital
increasing to the mid-70% area. S&P do not consider a rating
upgrade likely unless the company grows substantially, improving
its competitive position and fleet diversity, which could cause
S&P to revise its business risk assessment from the current
"fair."
RATINGS LIST
Aircastle Ltd.
Corporate Credit Rating BB+/Stable/--
New Rating
Aircastle Ltd.
Senior notes due 2021 BB+
Recovery Rating 3
ALLY FINANCIAL: Reports $361 Million Net Income in 2013
-------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$361 million on $8.09 billion of total financing revenue and other
interest income for the year ended Dec. 31, 2013, as compared with
net income of $1.19 billion on $7.34 billion of total financing
revenue and other interest income in 2012.
As of Dec. 31, 2013, the Company had $151.16 billion in total
assets, $136.95 billion in total liabilities and $14.20 billion in
total equity.
A copy of the Form 10-K is available for free at:
http://is.gd/6AWRXw
Form S-1 Amendment
Ally amended its Form S-1 registration statement relating to the
offering by the United States Department of the Treasury's of an
undetermined shares of common stock of the Company. Ally
Financial will not receive any of the proceeds from the sale of
shares of common stock by the selling stockholder.
This is the Company's initial public offering and no public market
exists for the Company's shares. Ally anticipates that the
initial public offering price will be between $[ ] and $[ ]
per share. The Company has applied to list the common stock on
the New York Stock Exchange under the symbol "ALLY".
The selling stockholder has granted the underwriters the right to
purchase up to [ ] additional shares of common stock to cover
over-allotments, if any, at the public offering price, less the
underwriters' discount, within 30 days from the date of this
prospectus.
A copy of the Form S-1/A is available for free at:
http://is.gd/XLlIQ3
About Ally Financial
Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies. The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products. Ally operates as a bank
holding company.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
* * *
As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'. "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.
In the Dec. 17, 2013, edition of the TCR, Fitch Ratings upgraded
Ally Financial's long-term Issuer Default Rating (IDR) and senior
unsecured debt rating to 'BB' from 'BB-'. The upgrade of Ally's
ratings follows the approval of Residential Capital LLC's
(ResCap's) bankruptcy plan by the Bankruptcy Court releasing Ally
from all ResCap related claims, which combined with the recent
mortgage settlements with the FHFA and the FDIC, essentially
removes any mortgage-related contingent liability to Ally.
As reported by the TCR on Dec. 23, 2013, Moody's Investors Service
upgraded the corporate family rating (CFR) of Ally Financial Inc.
to Ba3 from B1. The upgrade of Ally's corporate family rating
follows the U.S. Bankruptcy Court's approval of ResCap LLC's
(unrated) Chapter 11 plan, which releases Ally from mortgage-
related creditor claims originating from its ownership of ResCap.
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.
Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
AMERICAN AIRLINES: Bondholders Try High Court Appeal on Make-Whole
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that American Airlines Group Inc., the airline reorganized
in bankruptcy last year, has one final hurdle to overcome in the
U.S. Supreme Court to be sure it won't be required to pay a
so-called make-whole premium from the early repayment of what was
originally $1.2 billion in aircraft bonds.
The report related that in September, the U.S. Court of Appeals in
Manhattan upheld the bankruptcy court, which concluded that
bankruptcy law allowed the airline to escape paying a make-whole
fee although it would have been payable outside of bankruptcy.
Escaping the fee through the Chapter 11 plan, the airline could
refinance the bonds at a lower interest rate, saving $200 million,
the company originally said.
In February, the bondholders' indenture trustee filed papers
asking the U.S. Supreme Court to grant an appeal, the report
further related. American's papers in opposition are due
March 17.
Mr. Rochelle explains that a make-whole is a provision in a loan
agreement compensating a lender for losses if the debt is repaid
before maturity, forcing the lender to reinvest at lower interest
rates. The case, he says, arguably turns more on the bondholders'
trust indenture than it does on federal bankruptcy law. In
deciding no make-whole was owing, the appeals court largely relied
on a reading of the loan documents described as "unambiguous."
The case in the Supreme Court is U.S. Bank Trust NA v. AMR Corp.,
13-971, U.S Supreme Court (Washington).
About American Airlines
AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements. AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors. It was the third largest airline in the United States
at the time of the bankruptcy filing.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.
The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.
AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.
The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways. By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.
Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.
In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit. The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.
AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.
ANACOR PHARMACEUTICALS: Completes End-of-Phase 2 FDA Meeting
------------------------------------------------------------
Anacor Pharmaceuticals has successfully completed an End-of-Phase
2 meeting with the United States Food and Drug Administration
(FDA) for the topical treatment of mild-to-moderate atopic
dermatitis with AN2728 Ointment, 2 percent, a novel boron-based
phosphodiesterase-4 (PDE-4) inhibitor. Atopic dermatitis is a
chronic rash characterized by inflammation and itch and affects 10
percent - 20 percent of infants and young children.
"We have reached agreement with the FDA on all major parameters
for the Phase 3 trials, which we expect to initiate in the next 60
days," said David Perry, chief executive officer of Anacor
Pharmaceuticals. "Based on the clinical studies conducted to
date, we believe AN2728 has the potential to offer patients and
physicians a safe and effective topical treatment option for mild-
to-moderate atopic dermatitis, providing a potential alternative
to treating with topical corticosteroids or topical calcineurin
inhibitors."
Phase 3 Trial Design and Endpoints
Anacor will conduct two multi-center, double-blind, placebo-
controlled trials with approximately 750 subjects per trial
randomized 2:1 (active:vehicle). Both studies will be conducted
at multiple sites and enroll subjects ages two years and up with
mild-to-moderate atopic dermatitis. Mild-to-moderate atopic
dermatitis is defined as an Investigator Static Global Assessment
(ISGA) score of 2 ("mild") or 3 ("moderate"). The ISGA is a 5-
point scale from 0 ("clear") to 4 ("severe"). AN2728 Ointment, 2
percent will be applied twice daily for 28 days. The primary
efficacy endpoint will be treatment success at Day 29, defined as
an ISGA of "Clear" or "Almost Clear" with at least a 2-grade
improvement from baseline. Secondary endpoints will include an
ISGA of "Clear" or "Almost Clear" at Day 29 as well as time to
treatment success. Safety evaluation will include reported
adverse events, safety laboratory tests, and vital signs.
Anacor will also initiate a long-term safety trial to evaluate the
safety of intermittent use of AN2728 Ointment, 2 percent for up to
12 months. Subjects who complete either Phase 3 trial will have
the option to roll into the long-term safety trial until
approximately 500 subjects are enrolled. At least 100 subjects
will be enrolled for 12 months and at least 300 subjects will be
enrolled for 6 months, during which time subjects will be treated
as needed under the direction of the investigator.
Selected Results from Previously Reported Clinical Studies of
AN2728 Ointment, 2 percent in Mild-to-Moderate Atopic Dermatitis
A complete copy of the press release is available for free at:
http://is.gd/OvmA1g
About Anacor Pharmaceuticals
Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform. Anacor has discovered eight compounds
that are currently in development. Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.
As reported in the TCR on Mar 25, 2013, Ernst & Young LLP, in
Redwood City, California, in its report on the Company's financial
statements for the year ended Dec. 31, 2012, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing the Company's recurring losses from operations and its need
for additional capital.
The Company's balance sheet at Sept. 30, 2013, showed $44.88
million in total assets, $52.15 million in total liabilities,
$4.95 million in redeemable common stock and a $12.22 million
total stockholders' deficit.
ASSOCIATED COMMUNITY: Charity Telemarketing Firm Files Ch.11
------------------------------------------------------------
Associated Community Services, Inc., a charity telemarketing firm
based in Southfield, Michigan, filed for Chapter 11 bankruptcy
March 13, 2014.
In an e-mail to the Tampa Bay Times, company president Richard
Cole said, "The bankruptcy will offer our company the opportunity
to restructure and serve our clients more efficiently."
Mr. Cole signed the bankruptcy petition.
The Company disclosed under $50,000 in assets and under $50
million in liabilities.
Kris Hundley, writing for Tampa Bay Times, reported that Mr. Cole
filed papers in Bankruptcy Court seeking approval to continue
paying ACS's nearly 900 employees in order to remain in business.
ACS is co-owned by Mr. Cole and Robert W. Burland. The company
was profiled in the Times' and Center for Investigative
Reporting's series on charities that routinely allow outside
solicitors to retain the majority of funds raised.
Founded in 1999, the telemarketer keeps as much as 85% of every
dollar donated by the public. The report noted that ACS solicits
for dozens of charities, including nine of the 50 worst named in
the Times'/CIR series. Among its clients are Cancer Fund of
America and Children's Cancer Fund of America, Nos. 2 and 10
respectively. IRS records filed by charities show that Associated
Community Services raised nearly $40 million for its clients in
2011.
The report also noted that ACS has been repeatedly disciplined by
state regulators for misleading donors in its fundraising calls.
Last year it was banned from soliciting in Iowa; in February it
was fined $45,000 by Michigan's attorney general for deceiving
senior citizens. The company denied any wrongdoing.
According to the report, though it kept the vast majority of the
money raised, ACS said in court documents that its revenues have
been declining by more than $100,000 a week over the past year.
Meanwhile, its debts have risen, with the landlord of its call
center in the Detroit suburb of Southfield threatening to
terminate the lease for unpaid rent. ACS also owes more than $15
million in unpaid taxes to the IRS and more than $1 million in
unpaid state tax. ACS said in court papers it expects to be
"nominally profitable" by early May, netting about $50,000 on more
than $5 million in revenue over the coming eight weeks.
Bankruptcy Judge Phillip J Shefferly oversees the case. John J.
Stockdale, Jr., Esq., at Schafer and Weiner, PLLC, serves as
bankruptcy counsel.
ASSOCIATED COMMUNITY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Associated Community Services, Inc.
29777 Telegraph Rd., Ste. 3000
Southfield, MI 48034
Case No.: 14-44095
Chapter 11 Petition Date: March 13, 2014
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Phillip J Shefferly
Debtor's Counsel: John J. Stockdale, Jr., Esq.
SCHAFER AND WEINER, PLLC
40950 Woodward, Suite 100
Bloomfield Hills, MI 48304
Tel: (248) 540-3340
Email: jstockdale@schaferandweiner.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Richard T. Cole, president.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
ATKORE INTERNATIONAL: S&P Affirms 'B' CCR Over Refinancing
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Harvey, Ill.-based Atkore International
Inc. The rating outlook is stable. The company is refinancing
its capital structure and acquiring Tyco's 37% ownership stake for
$250 million. Atkore intends to enter into a $420 million first-
lien term loan and a $250 million second-lien term loan. Proceeds
will be used to redeem Atkore's outstanding senior secured notes
and to repay existing debt. At the same time Clayton, Dubilier, &
Rice (CD&R) will convert its preferred stock into common shares.
S&P has assigned its 'B' issue-level rating on the company's
proposed first-lien term loan (the same as the corporate credit
rating). The recovery rating is '3', indicating S&P's expectation
for meaningful (50% to 70%) recovery in the event of a payment
default. S&P also assigned its 'CCC+' issue-level rating to the
proposed second-lien term loan (two notches below the corporate
credit rating, with a '6' recovery rating, indicating S&P's
expectation of minimal (0% to 10%) recovery in the event of a
payment default.
"We expect that over the next few quarters Atkore will maintain
adequate liquidity and credit measures will improve as commercial
construction recovers. We expect leverage to trend to less than
5x and FFO to total debt to more than 10% in gradually improving
markets," said Standard & Poor's credit analyst Marie Shmaruk.
A negative rating action would occur if a recovery did not
materialize and there were a significant and sustained decline in
operating results, leading to an expectation for continued weak
credit measures and a meaningful deterioration of liquidity.
A positive rating action seems less likely in the near term, given
S&P's expectations for only a modest improvement in Atkore's
operating performance and minimal cash available to reduce debt.
In addition, under S&P's criteria, it would consider the company's
financial risk profile to be highly leveraged because of the
company's private equity ownership. However, one could occur if
the company were able to reduce debt leverage to less than 5x and
increase FFO to debt to more than 12% on a sustained basis. This
could occur either through an initial public offering that reduced
debt or as a result of improved results coupled with a commitment
by the owners to maintain measures within those expectations.
ATP OIL: Show Cause Order Issued on Case's Ch. 7 Conversion
-----------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, will convert the Chapter 11
case of ATP Oil & Gas Corporation to a case under Chapter 7 at a
hearing to be conducted on March 27, 2014, at 1:30 p.m., unless
parties-in-interest can show cause why conversion is not
appropriate. Judge Isgur said the case has been on file for a
sufficient time to allow the formulation of a plan of
reorganization.
About ATP Oil
Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.
ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel. Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.
ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012. Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent. There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent. ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue. Trade suppliers have claims
for $147 million, ATP said in a court filing.
An official committee of unsecured creditors has been appointed in
the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.
A seven-member panel of equity security holders has also been
appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.
AXION INTERNATIONAL: James Kerstein Quits as Director & CTO
-----------------------------------------------------------
James J. Kerstein resigned as a director and chief technology
officer of Axion International Holdings, Inc., on Feb. 25, 2014.
On and effective as of Feb. 26, 2014, Claude Brown Jr. was
appointed as the Company's chief operating and technology officer.
Mr. Brown, age 52, served from 2010 to 2013 as president of
Eovations, LLC, a new business venture focused on the development,
production and launch of an innovative structural polymer
technology which he spun-out of Dow Chemical. From 2007 to 2010
Mr. Brown worked at Dow Chemical as Director of Research and
Development for both Dow Solar Solutions and Dow Building
Solutions where he established technology and operations strategy
for various building products and led their development and
commercialization. In 2003, Mr. Brown joined Alcoa's Home
Exteriors as vice president of technology with responsibilities
for materials research, process refinement, product development,
regulatory services, production engineering and commercialization
management. Prior to that, Mr. Brown served as both vice
president of Research and Development and Director of Engineering
during his fourteen-year career with CertainTeed Corporation. Mr.
Brown began his career in TRW's executive development program
which led to key assignments in automotive engine production,
product development and eventually the Head of Quality for Norton
Company's Advanced Ceramics division. Mr. Brown earned his B.S.
and M.S. degrees in Ceramic Engineering from the Ohio State
University in 1983 and 1985, respectively.
There is no arrangement or understanding pursuant to which Mr.
Brown was selected as chief operating and technology officer.
There are no family relationships between Mr. Brown and any
director or executive officer of the Company and there are no
transactions between Mr. Brown and the Company that would be
reportable under Item 404(a) of Regulation S-K.
About Axion International
New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.
Axion International incurred a net loss of $5.43 million in 2012,
following a net loss of $10.96 million in 2011.
BDO USA, 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 suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
BAY AREA FINANCIAL: Taps Properties West Mgmt as Manager
--------------------------------------------------------
Bay Area Financial Corporation seeks permission from the Hon.
Thomas Donahue of the U.S. Bankruptcy Court for the Central
District of California to employ Properties West Management
Company as property manager.
The Debtor desires to employ Properties West to continue to act as
the Debtor's property manager for its 4 unit apartment building
located at 623-627 W. 8th St., Units 1-6, San Pedro, California
90731, California 91367.
The Debtor requires Properties West to:
(a) advertise for lease units at the Property as they become
available;
(b) negotiate the terms of leases with prospective tenants,
subject to the consent and approval of the Debtor at market
rates;
(c) act as the Debtor's agent in any eviction actions against
tenants;
(d) perform any repairs and maintenance on the Property, but
will not incur any expenses relating to such repairs
without first obtaining Debtor's written consent;
(e) contract, hire and supervise third parties, with the
Debtor's consent, for any repairs or maintenance required
to be performed.
The Agreement between the Debtor and Properties West is a month to
month contract with a mutual right to terminate on 15 days'
notice. Under the terms of the Agreement, the compensation paid
to the property manager is 4% of the gross monthly rents generated
by the Property.
Lori Millard, office supervisor of Properties West, 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.
Properties West can be reached at:
Lori Millard
PROPERTIES WEST MANAGEMENT COMPANY
1423 West 8th Street
San Pedro, CA 90732
Tel: (310) 833-6227 ext 202
Fax: (310) 833-9752
E-mail: lori@propwestmgt.com
About Bay Area Financial
Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to
Judge Thomas B. Donovan.
The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.
Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition. There is no secured debt, although $141,000 is owing
on a priority tax claim. The Debtor disclosed $15,248,851 in
assets and $21,239,663 in liabilities as of the Chapter 11 filing.
Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors. Shulman
Hodges & Bastian LLP as general counsel of the Committee.
BERNARD L. MADOFF: Claims Deadline For Victim Fund Extended
-----------------------------------------------------------
Law360 reported that the deadline for victims of Bernard Madoff's
Ponzi scheme to seek compensation from a $4 billion fund set up by
the U.S. government has been extended by two months, authorities
announced.
According to the report, U.S. Attorney Preet Bharara in Manhattan
and Richard Breeden, the special master administering the Madoff
Victim Fund on behalf of the U.S. Department of Justice, said the
claims deadline has been extended to April 30 from the original
date of Feb. 28. To date, the fund has received more than 9,000
claims from individuals, the report said.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970. The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion. The most recent distribution was in March 2013.
Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers. Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes. The largest holdback, almost $2.8 billion,
results from disputed claims.
BERRY PLASTICS: Completes 9 Million Shares Secondary Offering
-------------------------------------------------------------
Berry Plastics Group, Inc., completed a secondary offering of
9,000,000 shares of common stock by investment funds affiliated
with or managed by Apollo Global Management, LLC. The Company did
not receive any of the proceeds from the Offering. The Offering
was made pursuant to the Company's shelf registration statement on
Form S-3 (File No. 333-194030), filed with the U.S. Securities and
Exchange Commission on Feb. 19, 2014, and related prospectus
supplement dated Feb. 19, 2014.
In connection with the Offering, the Company entered into an
Underwriting Agreement, dated Feb. 19, 2014, by and among the
Company, Apollo Investment Fund V, L.P., Apollo Investment Fund
VI, L.P., Covalence Co-Investment Holdings LLC, Apollo V Covalence
Holdings, L.P., AP Berry Holdings L.P., BPC Co-Investment Holdings
LLC, and Citigroup Global Markets Inc. as underwriter.
About Berry Plastics
Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products. At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States. Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc. Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners. Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films. The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.
On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million. Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.
The Company's balance sheet at Sept. 28, 2013, the Company had
$5.13 billion in total assets, $5.33 billion in total liabilities
and a $196 million stockholders' deficit.
* * *
As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD. The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.
In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc. "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.
In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc. "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.
BMOC INVESTORS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: BMOC Investors, LLC
aka Burlington Outlet Village
PO Box 10810
Raleigh, NC 27605
Case No.: 14-01486
Chapter 11 Petition Date: March 14, 2014
Court: United States Bankruptcy Court
Eastern District of North Carolina (Raleigh Division)
Judge: Hon. Stephani W. Humrickhouse
Debtor's Counsel: George M. Oliver, Esq.
OLIVER FRIESEN CHEEK, PLLC
PO Box 1548
New Bern, NC 28563
Tel: 252 633-1930
Fax: 252 633-1950
Email: efile@ofc-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James I. Anthony, Jr., member manager.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb14-1486.pdf
BON-TON STORES: Adopts Executive Severance Pay Plan
---------------------------------------------------
In 2013, The Bon-Ton Stores, Inc., determined that in lieu of
renewing or entering into new employment agreements with officers
ranking at the senior vice president level and above, the Company
would pursue the adoption of an Executive Severance Pay Plan and
provide Senior Officers with the opportunity to participate in the
Severance Plan. The Company commenced the implementation of the
Severance Plan with respect to named executive officers on
Feb. 26, 2014. The Severance Plan provides that upon termination
without cause or resignation for good reason, a participant other
than the chief executive officer is entitled to a cash severance
benefit equal to one times his or her annual base salary, except
that any participant that is a named executive officer (other than
the chief executive officer) or executive vice president hired on
or before March 1, 2012, is entitled to a cash severance benefit
equal to one and one-half times his or her annual base salary.
With respect to a chief executive officer, the cash severance
benefit under the Severance Plan is one and one-half times his or
her annual base salary. Notwithstanding the foregoing, the
Company's current Chief Executive Officer, Brendan L. Hoffman, is
entitled to a cash severance benefit of two times his annual base
salary. Under the Severance Plan, bonuses are paid to terminated
participants on a pro-rata, fully vested basis if, and only if,
the qualifying termination occurs during the second half of the
fiscal year. Upon a qualifying termination, participants are
eligible to receive a cash stipend equal to the amount the
terminated participant is required to pay under COBRA in order to
maintain the medical and dental insurance coverage that
participant is receiving at the date of his or her termination for
the period during which the participant receives severance
payments.
In order to participate in the Severance Plan, a Senior Officer
must execute and deliver to the Company the Confidentiality, Non-
Competition and Non-Solicitation Agreement in the form set forth
as Schedule B to the Severance Plan. The Non-Compete Agreement
provides for obligations of confidentiality and non-disparagement
during and after the term of employment. It also provides that
the participants may not, during employment and for a period of
one year after termination of employment, (i) provide services to
or have a financial interest in specified competitors of the
Company, (ii) solicit the customers, consultants, independent
contractors, vendors or suppliers of the Company for the purpose
of contracting for those services or (iii) recruit employees of
the Company for employment elsewhere.
A copy of the The Bon-Ton Stores, Inc., Executive Severance Pay
Plan is available for free at http://is.gd/iE5MFx
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.
BON-TON STORES: Gabelli Funds Stake at 5.8% as of Feb. 27
---------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Gabelli Funds, LLC, and its affiliates
disclosed that as of Feb. 24, 2014, they beneficially owned
1,025,000 shares of common stock of The Bon-Ton Stores, Inc.
representing 5.85 percent of the shares outstanding. The
reporting persons previously disclosed beneficial ownership fo
840,000 shares at Jan. 24, 2014. A copy of the regulatory filing
is available for free at http://is.gd/5bZ7ey
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.
BONDS.COM GROUP: Obtains $1.5 Million Financing From Investors
--------------------------------------------------------------
Bonds.com Holdings, Inc., a wholly-owned subsidiary of Bonds.com
Group, Inc., issued secured promissory notes in the aggregate
principal amount of $1,500,000 to Mida Holdings, Daher Bonds
Investment Company, Oak Investment Partners XII, Limited
Partnership, GFINet Inc. and Trimarc Capital Fund, L.P. Mida's
and DBIC's designees on the Board of Directors of the Company are
Michel Daher, Henri J. Chaoul, Ph.D., and Marc Daher. The
respective Board designees of the remaining note holders are
Patricia Kemp (Oak), Michael Gooch (GFI) and Michael Trica
(Trimarc). The proceeds from the Bridge Notes will provide
working capital funds to help support the operations of Holdings
and its major operating subsidiary, Bonds.com, Inc.
The Bridge Notes will accrue simple interest at a rate of 10
percent per annum, payable upon maturity. Each Bridge Note has a
maturity date of the earlier of (i) May 26, 2014, and (ii) the
date of any change of control of Holdings or Bonds.com Group.
The Bridge Notes are subject to customary events of default,
including the failure to make any payment of principal or interest
when due, the occurrence of bankruptcy or insolvency proceedings,
breaches of covenants under the loan documents, default on any
other indebtedness resulting in the right to acceleration,
material breach of representations or warranties, and entry of
final judgments of at least $250,000 against Holdings that remain
unsatisfied for a specified period of time. The Bridge Notes
provide customary remedies upon an event of default and restrict
the incurrence of additional indebtedness.
The Bridge Notes are secured by a first priority security interest
and lien in the capital stock of Holdings' and Company's major
operating subsidiary, Bonds.com, Inc., pursuant to the terms of a
Pledge Agreement, dated as of Feb. 26, 2014, by and among
Holdings, BCA LLC, as collateral agent, and the holders of the
Bridge Notes. Under the Pledge Agreement, upon an event of
default, the collateral agent, on behalf of the holders of Bridge
Notes, may take possession of the capital stock of Bonds.com, Inc.
and all funds generated therefrom and may liquidate the capital
stock, among other options.
Michel Daher and his affiliates disclosed in an amended regulatory
filing with the U.S. Securities and Exchange Commission that as of
Feb. 26, 2014, they beneficially owned 767,716 shares of common
stock of Bonds.com Group representing 75.9 percent of the shares
outstanding. A copy of the Schedule 13D/A is available for free
at http://is.gd/VnIAJY
About Bonds.com Group
Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform. The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.
The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources. Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.
Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011. The Company's
balance sheet at Sept. 30, 2013, showed $6.05 million in total
assets, $4.09 million in total liabilities and $1.95 million in
total stockholders' equity.
EisnerAmper LLP, in New york, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.
BROADVIEW NETWORKS: Amends $128.8MM Notes Resale Prospectus
-----------------------------------------------------------
Broadview Networks Holdings, Inc., amended its registration
statement on Form S-1 relating to the resales by certain holders
of up to $128,839,500 in aggregate principal amount of 10.5
percent Senior Secured Notes due 2017 issued by Broadview Networks
Holdings, Inc., on Nov. 13, 2012, which may be offered from time
to time by Master Trust Bank of Japan Ltd. Re Fidelity US High
Yield, Fidelity Funds SICAV US High Income Fund, IG Investment
Management Ltd., as trustee for IG FI Canadian Allocation Fund, et
al.
The Selling Noteholders will receive all of the net proceeds from
sales of the Notes registered pursuant to this prospectus and will
pay all underwriting discounts and selling commissions, if any,
applicable to those sales.
The Notes are being registered to permit the Selling Noteholders
to sell the Notes from time to time to the public. The Selling
Noteholders may sell the Notes through ordinary brokerage
transactions or through any other means described in the section
entitled "Plan of Distribution."
* The Notes were issued on Nov. 13, 2012, in an aggregate
principal amount of $150,000,000.
* Interest on the Notes is payable semi-annually in cash in
arrears on May 15 and November 15 of each year, beginning on
May 15, 2013, and accrues at a rate of 10.5 percent per year,
calculated using a 360-day year.
* The Notes mature on Nov. 15, 2017.
* The obligations under the Notes are fully, unconditionally
and irrevocably guaranteed on a secured basis, jointly and
severally, by each of our existing and future domestic
restricted subsidiaries.
* The Notes and the guarantees are secured by a lien on
substantially all of the Company's assets as set forth in
this prospectus.
* The Company is not required to make any mandatory redemption
or sinking fund payments with respect to the Notes.
* The Company has the option to redeem all or a portion of the
Notes at the redemption prices set forth in this prospectus.
* Upon certain change of control events or asset sales, each
holder of the Notes may require us to repurchase all or a
part of their Notes at the price set forth in this
prospectus.
The Company does not intend to apply for listing of the Notes on
any national securities exchange or automated quotation system.
A copy of the amended prospectus is available for free at:
http://is.gd/LfbRhb
About Broadview Networks
Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.
Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011. The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012. "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."
The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.
The Company's balance sheet at June 30, 2012, showed
$255.25 million in total assets, $378.96 million in total
liabilities, and a $123.71 million total stockholders' deficiency.
* * *
In the July 23, 2012, edition of the Troubled Company Reporter,
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and the
Probability of Default Rating (PDR) to Ca from Caa3 in response to
the company's announcement that it has entered into a
restructuring support agreement with holders of roughly 70% of its
preferred stock and roughly 66-2/3% of its Senior Secured Notes.
The company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.
As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Broadview to 'D'
from 'CC'. "This action follows the company's announced extension
on its revolving credit facility. We expect to lower the issue-
level rating on the notes to 'D' once the company files for
bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on
the notes," S&P said.
BROADWAY FINANCIAL: Maturity of Debentures Extended Until 2024
--------------------------------------------------------------
Broadway Financial Corporation, parent company of Broadway Federal
Bank, f.s.b., reported that the holders of senior securities of
the trust entity that holds the Company's Floating Rate Junior
Subordinated Debentures due March 17, 2014, approved the Company's
proposal to extend the maturity of the Debentures to March 17,
2024. The approval to extend the maturity is conditioned upon
various matters, including raising a minimum of at least $6
million of new equity capital and approvals by the Company's
regulators and senior lender. Pursuant to the proposal, the
Company will pay all accrued interest on the Debentures through to
the concurrent closings of the modification of the indenture for
the Debentures and the private placement that the Company intends
to complete to raise the capital necessary to fulfill the terms of
the proposal, plus up to $900,000, or 15 percent, of the principal
amount of the Debentures at face value as consideration for the
extension of the Debentures.
The modification of the indenture for the Debentures will not
change the remaining principal amount of the Debentures or the
mechanism for determining the quarterly adjustment to the floating
interest rate on the Debentures, which will remain 3-Month LIBOR
plus a spread of 2.54 percent. After the proposed payment of all
accrued interest and up to 15 percent of the principal amount of
the Debentures, the revised indenture will require the Company to
make quarterly payments of interest only on the remaining
principal, subject to regulatory approval, for the five years
ending March 17, 2019, and then quarterly payments of interest
plus constant amounts of principal commencing June 17, 2019 to
fully amortize the debt by March 17, 2024.
The Company has not paid interest on the Debentures since June
2010 because of regulatory restrictions, including provisions
imposed by an Order to Cease and Desist entered into by the
Company and the Office of Thrift Supervision effective on Sept. 9,
2010. As of Dec. 31, 2013, the accumulated unpaid interest on the
Debentures was $656 thousand.
Chief Executive Officer, Wayne Bradshaw, stated, "We are pleased
to report that the requisite investors of the trust that holds our
Floating Rate Junior Subordinated Debentures have approved our
proposal. This is a critical milestone in our plan to establish a
strong, simple balance sheet for the Company that will allow
Broadway to raise capital to support the growth objectives of our
wholly-owned banking subsidiary, Broadway Federal Bank, f.s.b.
Also, the terms approved for extending the maturity of the
Debentures further reduce the debt servicing requirements of the
Company for the intermediate term."
He continued, "This approval allows us to continue our efforts to
grow our loan portfolio to increase net interest income. After
making the agreed upon payments for the Debentures, we intend to
use a portion of the remaining proceeds from the contemplated
private placement to retire a portion of our senior debt and
strengthen the balance sheets of both the Company and the Bank."
"We wish to thank the various parties that assisted us in
negotiating a solution for the pending maturity of the Debentures,
and we remain focused on continuing our efforts to resume growth
for the Company and increase value for our stockholders."
About Broadway Financial
Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank. In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b. The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.
The Company is currently regulated by the Board of Governors of
the Federal Reserve System. The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.
Broadway Financial disclosed net income of $588,000 on
$19.89 million of total interest income for the year ended
Dec. 31, 2012, as compared with a net loss of $14.25 million on
$25.11 million of total interest income during the prior year.
Crowe Horwath LLP, in Sacramento, California, 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 a tax sharing liability to its consolidated
subsidiary that exceeds its available cash, the Company is in
default under the terms of a $5 million line of credit with
another financial institution lender in which the stock of its
subsidiary bank, Broadway Federal Bank is held as collateral for
the line of credit and the Company and the Bank are both under
formal regulatory agreements. Furthermore, the Company and the
Bank are not in compliance with these agreements and the Company's
and the Bank's capital plan that was submitted under the
agreements has been preliminarily approved subject to completion
of its recapitalization. Failure to comply with these agreements
exposes the Company and the Bank to further regulatory sanctions
that may include placing the Bank into receivership. These
matters raise substantial doubt about the ability of Broadway
Financial Corporation to continue as a going concern.
The Company's balance sheet at Sept. 30, 2013, showed
$345.67 million in total assets, $320.08 million in total
liabilities, and $25.58 million in total stockholders' equity.
BROWNSVILLE MD: Hires NAI Rio Grande as Real Estate Broker
----------------------------------------------------------
Brownsville MD Ventures, LLC seeks permission from the Hon.
Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas to employ NAI Rio Grande Valley LLC as real
estate broker
NAI Rio will market and sell the Debtor's real property located at
4750 North Expressway, Brownsville, Texas 78520 (the "Property"),
using commercially reasonable methods. Without limitation, NAI Rio
will execute the following efforts:
- produce a detailed brief on the Property;
- install signage on the Property;
- prepare a marketing brochure;
- distribute marketing brochures to a target list of buyers;
- place marketing materials on relevant websites (e.g. LoopNet,
CoStar, NAI Rio Grande Valley website);
- email the Property prospectus to NAI, the commercial
brokerage community, and CCIM brokers;
- conduct a cold call campaign with current real estate
contacts; and
- gather and maintain results of marketing.
With respect to compensation, NAI Rio will be paid a 5% commission
of the sales price upon the sale of the Property.
Eric Ziehe, associate broker of NAI Rio, 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.
NAI Rio can be reached at:
Eric Ziehe
NAI RIO GRANDE VALLEY LLC
722 Morgan Blvd., Ste L
Harlington, TX 78550
Tel: (956) 425-9400
Fax: (956) 428-4126
E-mail: ericz@nairgv.com
About Brownsville MD Ventures
Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring real property and improvements in Brownsville, Texas.
The company leased the property to Brownsville Doctors Hospital,
LLC, which operated a hospital on the premises. The tenant has
ceased operations, and the property has been vacant since August
2012.
Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.
The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.
The Debtor's property was appraised by Compass Bank in July 2011
with a fair market value in excess of $20,000,000. Pineda Grantor
Trust II, as assignee of Compass Bank (which provided a loan to
finance the acquisition of the property), is the secured lender.
Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel. The Debtor tapped The
Rentfro Law Firm PLLC as special counsel to provide legal advice
regarding business matters.
Judge Richard S. Schmidt presides over the case.
BROWNSVILLE MD: Hires Valbridge Property as Appraiser
-----------------------------------------------------
Brownsville MD Ventures LLC asks for authorization from the Hon.
Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas to employ Valbridge Property Advisors as
appraiser.
Valbridge will provide an appraisal of the Property as well as
expert testimony for purposes of confirmation of the Debtor's
Plan.
With respect to compensation, a written appraisal of the Property
shall cost $3,500. Additionally, the hourly rates for the scope
of services are:
Position Basic Billing Rate Courtroom Rate
-------- ------------------ --------------
Gerald Teel, MAI $300 $350
Managing Directors $225 $275
Senior Director $200 $250
Senior Analyst $150 $200
Researcher $100 -
Jack Taylor, MAI, will be billed at the Managing Director Rate.
Valbridge will not charge hourly rates for the written appraisal
of the Property. Valbrige will be reimbursed for all reasonable
expenses incurred based on a factor of 1.10 of actual expenses.
Additional copies of the appraisal report will be charged to the
Debtor at $75 per copy.
Valbridge Property Advisors was previously engaged by counsel for
the Debtor as a consulting expert in this matter. Valbridge
Property Advisors was paid $5,000 for such services. The $5,000
was paid by certain members of the Debtor.
Gerald Teel, senior managing director of Valbridge, 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.
Valbridge can be reached at:
Gerald Teel
VALBRIDGE PROPERTY ADVISORS
974 Campbell Road, Ste 204
Houston, TX 77024
Tel: (713) 467-5858
Fax: (713) 467-0704
About Brownsville MD Ventures
Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring real property and improvements in Brownsville, Texas.
The company leased the property to Brownsville Doctors Hospital,
LLC, which operated a hospital on the premises. The tenant has
ceased operations, and the property has been vacant since August
2012.
Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.
The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.
The Debtor's property was appraised by Compass Bank in July 2011
with a fair market value in excess of $20,000,000. Pineda Grantor
Trust II, as assignee of Compass Bank (which provided a loan to
finance the acquisition of the property), is the secured lender.
Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel. The Debtor tapped The
Rentfro Law Firm PLLC as special counsel to provide legal advice
regarding business matters.
Judge Richard S. Schmidt presides over the case.
CASH STORE: Creates Chief Compliance & Regulatory Officer Post
--------------------------------------------------------------
The Cash Store Financial Inc. has created the position of chief
compliance and regulatory affairs officer. The CCRO reports
directly to the special committee of independent directors, which
was appointed to review and respond to regulatory developments in
Ontario and to evaluate strategic alternatives.
Cash Store Financial has engaged Michele McCarthy to act as CCRO
and to fulfill the mandate. Ms. McCarthy is an experienced senior
executive with experience in numerous roles with global financial
services companies. She has previously had mandates which
included chief legal officer, chief privacy officer, and Chair of
the Board of Directors at significant public and private
corporations.
The mandate of the CCRO will include the following
responsibilities:
* Ensure that the Company and its affiliates are in compliance
with all federal and provincial legislation, regulations and
regulatory directives;
* Ensure that all documents used in the business of the Cash
Store Group are compliant with Governing Legislation;
* Develop procedures to identify, assess and communicate
internally any changes or proposed changes to Governing
Legislation;
* Foster a constructive relationship between the Cash Store
Group and its regulators; and
* Oversee and assist business units within the Cash Store Group
in the resolution of compliance issues.
Cash Store said it is engaging in ongoing discussions with its
Ontario regulator in an effort to address the regulator's concerns
regarding the issuance of a lender loan license to the Company and
its subsidiaries under the Payday Loans Act, 2008. Ms. McCarthy
will lead these discussions in her role as CCRO while the Special
Committee continues its review of strategic alternatives.
About Cash Store Financial
Headquartered in Edmonton, Alberta, The Cash Store Financial is
the only lender and broker of short-term advances and provider of
other financial services in Canada that is listed on the Toronto
Stock Exchange (TSX: CSF). Cash Store Financial also trades on
the New York Stock Exchange (NYSE: CSFS). Cash Store Financial
operates 512 branches across Canada under the banners "Cash Store
Financial" and "Instaloans". Cash Store Financial also operates
25 branches in the United Kingdom.
Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store". Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.
Cash Store Financial employs approximately 1,900 associates.
Cash Store reported a net loss and comprehensive loss of C$35.53
million for the year ended Sept. 30, 2013, as compared with a net
loss and comprehensive loss of C$43.52 million for the year ended
Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$164.58
million in total assets, C$165.90 million in total liabilities and
a C$1.32 million shareholders' deficit.
* * *
As reported in the Feb. 18, 2014, edition of the TCR, Standard &
Poor's Ratings Services said it lowered its issuer credit rating
on Edmonton, Alta.-based The Cash Store Financial Services Inc.
(CSF) to 'CCC' from 'CCC+'. The downgrade follows the Ontario
Superior Court of Justice's order that CSF is prohibited from
acting as a loan broker for its basic line of credit product
without a brokers license under the Payday Loans Act, 2008.
As reported by the TCR on Feb. 21, 2014, Moody's Investors Service
downgraded the Corporate Family of Cash Store Financial Services
Inc to Ca from Caa2. The downgrade reflects the increased
pressure on Cash Store's near-term liquidity position after the
company was forced to cease offering its Line of Credit product in
Ontario by its regulator, the Ministry of Consumer Services.
CEDAR BLUFF: Market Place Subd. Property to be Sold on March 25
---------------------------------------------------------------
Bridget J. Willhite, as substitute trustee on behalf of Citizens
National Bank, will sell on March 25, 2014, to the highest bidder
the property designated as Lot 2R3 in the Resubdivision of Lot 2
of the Market Place Subdivision, Knox County, Tennessee.
The sale is in connection to a default having been made in the
payment of installments due on the note from Cedar Bluff
Hospitality, LLC and Letap Hospitality, LLC, also known as Letap
Hospitality, INC., payable to Citizens National Bank, which note
is secured by a certain Deed of Trust, dated April 15, 2008,
executed by Cedar Bluff Hospitality, LLC. Citizens has declared
that all debt, principal, interest, and attorney's fees in
relation to the Note is immediately due and payable.
The Substitute Trustee can be reached at:
Bridget J. Willhite
CARTER, HARROD & WILLHITE, PLLC
One East Madison Avenue
P.O. Box 885
Athens, TN 37371-0885
Tel: 423-745-7447
Fax: 423-745-6114
CELL THERAPEUTICS: Opens Enrollment for PERSIST-2 Phase 3 Trial
---------------------------------------------------------------
Cell Therapeutics, Inc., initiates a Phase 3 clinical trial, known
as PERSIST-2, which will evaluate pacritinib, a novel,
investigational JAK2/FLT3 inhibitor, in patients with
myelofibrosis whose platelet counts are less than or equal to
100,000 per microliter (uL). The trial is expected to enroll up
to 300 patients in North America, Europe, Australia and New
Zealand within 12 to 14 months. In October 2013, CTI reached
agreement with the U.S. Food and Drug Administration (FDA) on a
Special Protocol Assessment (SPA) for the PERSIST-2 trial, which
is a written agreement between CTI and the FDA regarding the
planned design, endpoints and statistical analysis approach of the
trial to be used in support of a potential New Drug Application,
or NDA, submission. PERSIST-2 is the second of two planned Phase
3 trials in the pacritinib development program for myelofibrosis.
"JAK2 inhibitors have revolutionized the treatment of
myelofibrosis by providing patients with an effective way to
manage their disease," said Srdan Verstovsek, MD, PhD, principal
investigator of PERSIST-2 and Professor, Leukemia Department,
Division of Cancer Medicine, Chief, Section for Myeloproliferative
Neoplasms, Leukemia Department, and Director, Clinical Research
Center for MPNs, at The University of Texas MD Anderson Cancer
Center. "However, I believe there remains a significant unmet
medical need for new therapies, particularly for patients who
present with or develop thrombocytopenia while on treatment. We
are pleased to have the PERSIST-2 trial underway to evaluate the
ability of pacritinib to address this issue."
PERSIST-2 is a randomized, open-label, multi-center clinical trial
evaluating pacritinib in patients with myelofibrosis (a
myeloproliferative neoplasm and chronic bone marrow disorder)
whose platelet counts are less than or equal to 100,000/uL. The
trial will evaluate pacritinib as compared to best available
therapy, including approved JAK2 inhibitors that are dosed
according to the product label for myelofibrosis patients with
thrombocytopenia. Patients will be randomized (1:1:1) to receive
200 mg pacritinib twice daily (BID), 400 mg pacritinib once daily
(QD) or best available therapy. Under the SPA, the agreed upon co-
primary endpoints are the percentage of patients achieving a 35
percent or greater reduction in spleen volume measured by MRI or
CT scan from baseline to 24 weeks of treatment and the percentage
of patients achieving a Total Symptom Score (TSS) reduction of 50
percent or greater using six key symptoms as measured by the
modified Myeloproliferative Neoplasm Symptom Assessment (MPN-SAF
TSS 2.0) diary from baseline to 24 weeks. Additional trial
details are available at www.clinicaltrials.gov.
"With the initiation of the PERSIST-2 trial, we believe that the
registration program for pacritinib is on track for a potential
NDA submission in the latter part of 2015," said James A. Bianco,
MD, president and CEO of CTI. "We have seen meaningful clinical
benefits and good tolerability with pacritinib in myelofibrosis
patients in Phase 2 trials without apparent drug-related
thrombocytopenia or anemia. As such, we have had strong interest
in site participation for this trial and will work diligently to
activate these sites over the next several months."
Pacritinib Development Program in Myelofibrosis
Based on pacritinib's efficacy and tolerability profile
demonstrated to date, CTI is pursuing a broad approach to
advancing this therapy for myelofibrosis patients by conducting
two Phase 3 clinical trials: one in a broad set of patients
without limitations on blood platelet counts, the ongoing PERSIST-
1 trial, and the other in patients with low platelet counts, the
PERSIST-2 trial, as described above.
In January 2013, CTI initiated PERSIST-1, which is a 270 patient
randomized, open-label, multicenter Phase 3 trial comparing the
efficacy and safety of pacritinib with that of best available
therapy in patients with myelofibrosis. Best available therapy
includes any physician-selected treatment other than JAK
inhibitors and there is no exclusion by patient platelet count.
The trial is currently enrolling patients at clinical sites in
Europe, Australia, Russia and the United States. More details on
the PERSIST-1 study can be found at www.clinicaltrials.gov.
About Cell Therapeutics
Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.
The Company's balance sheet at Sept. 30, 2013, showed
$47.23 million in total assets, $33.39 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$387,000 in total shareholders' equity.
Going Concern
The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on the Company's
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company's independent registered public accounting
firm removed this going concern explanatory paragraph in its
report on the Company's Dec. 31, 2012, consolidated financial
statements, the Company expects to continue to need to raise
additional financing to fund its operations and satisfy
obligations as they become due.
"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in its quarterly report for the period ended Sept. 30, 2013.
The Company added that it may not be able to maintain its listings
on The NASDAQ Capital Market and the Mercato Telematico Azionario
stock market in Italy, or the MTA, or trading on these exchanges
may otherwise be halted or suspended, which may make it more
difficult for investors to sell shares of the Company's common
stock.
Bankruptcy Warning
"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for pacritinib, PIXUVRI, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates. Some of
our product development programs depend on our ability to maintain
rights under these licenses. Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses. We may not be able to meet our obligations
under these licenses. If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company said in its Form 10-Q for the period ended Sept. 30, 2013.
CELL THERAPEUTICS: Incurs $49.6 Million Net Loss in 2013
--------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to common shareholders of $49.64 million
on $34.67 million of total revenues for the year ended Dec. 31,
2013, as compared with a net loss attributable to common
shareholders of $115.27 million on $0 of total revenues for the
year ended Dec. 31, 2012. The Company incurred a net loss
attributable to common shareholders of $121.07 million in 2011.
For the three months ended Dec. 31, 2013, the Company reported
net income attributable to CTI common shareholders of $10.19
million on $32.88 million of total revenues as compared with a net
loss attributable to CTI common shareholders of $19.03 million on
$0 of total revenues for the same period a year ago.
The Company's balance sheet at Dec. 31, 2013, showed $93.72
million in total assets, $37.50 million in total assets, $13.46
million in common stock purchase warrants and $42.75 million in
total shareholders' equity.
"2013 was a transformational year for CTI, as we entered into a
worldwide license agreement with Baxter International to develop
and commercialize our JAK2/FLT3 inhibitor, pacritinib, achieved
favorable reimbursement and market access for PIXUVRI in major
European markets and reported new positive interim data for
tosedostat," stated James A. Bianco, M.D., president and CEO.
"Additionally, we recently began the second Phase 3 trial of
pacritinib for the treatment of patients with myelofibrosis. Our
business priorities in 2014 include completing the first Phase 3
clinical trial of pacritinib in myelofibrosis and reporting
topline results later in the year, while advancing the second
Phase 3 trial; driving E.U. sales of PIXUVRI for relapsed
aggressive B-cell NHL; and advancing Phase 2 studies of pacritinib
and tosedostat in other hematologic malignancies."
Going Concern
"Our independent registered public accounting firm included an
explanatory paragraph in its reports on our consolidated financial
statements for each of the years ended December 31, 2007 through
December 31, 2011 regarding their substantial doubt as to our
ability to continue as a going concern. Although our independent
registered public accounting firm removed this going concern
explanatory paragraph in its report on our December 31, 2012
consolidated financial statements, we expect to continue to need
to raise additional financing to develop our business and satisfy
obligations as they become due. The inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of our common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and we
cannot guarantee that we will not receive such an explanatory
paragraph in the future.
The Company also said it may not be able to maintain its listings
on The NASDAQ Capital Market and the MTA in Italy, or trading on
these exchanges may otherwise be halted or suspended.
"Maintaining the listing of our common stock on The NASDAQ Capital
Market requires that we comply with certain listing requirements.
We have in the past and may in the future fail to continue to meet
one or more listing requirements."
Bankruptcy Warning
"We have acquired or licensed intellectual property from third
parties, including patent applications and patents relating to
intellectual property for PIXUVRI, pacritinib and tosedostat. We
have also licensed the intellectual property for our drug delivery
technology relating to Opaxio, which uses polymers that are linked
to drugs known as polymer-drug conjugates. Some of our product
development programs depend on our ability to maintain rights
under these licenses. Each licensor has the power to terminate
its agreement with us if we fail to meet our obligations under
these licenses. We may not be able to meet our obligations under
these licenses. If we default under any license agreement, we may
lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights."
A copy of the Form 10-K is available for free at:
http://is.gd/B1TzjA
Additional information is available for free at:
http://is.gd/6cJH97
About Cell Therapeutics
Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.
CENGAGE LEARNING: Bankruptcy Court Confirms Plan of Reorganization
------------------------------------------------------------------
Cengage Learning, Inc. on March 13 disclosed that it has received
confirmation of its Plan of Reorganization from the Bankruptcy
Court for the Eastern District of New York, which has been
overseeing the Company's Chapter 11 proceedings following its
voluntary filing on July 2, 2013. The Plan received full support
from all of the company's major stakeholders. The confirmation
clears the way for Cengage Learning to emerge from its court-
supervised financial restructuring as expected, within the next
few weeks.
Michael Hansen, Chief Executive Officer of Cengage Learning, said,
"We have made excellent progress in our financial restructuring,
and, with the court approval of our Plan of Reorganization now
received, we are poised to exit Chapter 11 in only a few weeks.
We have used this process to establish a new capital structure
with a substantially stronger balance sheet. We expect to emerge
as an even more competitive and well-capitalized company, with
excellent liquidity and greater financial flexibility to
accelerate our growth and continue to meet the evolving needs of
our users and customers."
"We are continuing to execute our strategy of transforming Cengage
Learning into the education technology leader with the best
selection of high quality educational and research content,
digital solutions and personalized services. We greatly
appreciate the dedication and focus of our employees on this
exciting journey, as well as the support we received from our key
financial stakeholders, authors and business partners during the
restructuring. With these efforts, Cengage Learning will be
well-positioned to have a profound impact on the learning
experience, creating long-term growth and profitability,"
concluded
Mr. Hansen.
Under the Plan, which resulted from a global settlement announced
in February with the company's major financial stakeholders and
creditors, Cengage Learning will reduce its funded debt by more
than $4 billion and secure $1.75 billion in new financing. It
expects the Plan to become effective within the next few weeks,
once all closing conditions have been met.
About Cengage Learning
Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide. Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others. Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction. The acquisition was funded in part with $5.6 billion
in new debt financing.
Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan. The plan will eliminate more than $4 billion
of $5.8 billion in debt.
First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.
The Debtors have tapped Kirkland & Ellis LLP's Jonathan S. Henes,
Esq., Christopher J. Marcus, Esq., and Christopher T. Greco, Esq.,
and Ross M. Kwasteniet, Esq., as bankruptcy counsel; Lazard
Freres & CO. LLC as financial advisor; Alvarez & Marsal North
America, LLC, as restructuring advisor; and Donlin, Recano &
Company, Inc., as claims and notice agent.
Arent Fox's Andrew I. Silfen, Esq., represents the statutory
committee of unsecured creditors.
Milbank, Tweed, Hadley & McCloy LLP's Gregory Bray, Esq., and
Lauren Cohen, Esq., represent the ad hoc group of holders of
certain first lien claims.
Davis Polk & Wardwell LLP's Damian S. Sohaible, Esq., and Darren
S. Klein, Esq., represent the agent under the First Lien Credit
Agreement.
Katten Muchin Rosenman LLP's Karen Dine, Esq., and David Crichlow,
Esq., represent the Indenture Trustee for the First Lien
Noteholders.
Akin Gump Strauss Hauer Feld LLP's Ira Dizengoff, Esq., and Ropes
& Gray LLP's Mark R. Somerstein, Esq., argue for CSC Trust Company
of Delaware as Second Lien Trustee.
Loeb & Loeb LLP's Walter H. Curchack, Esq., represents the
Indenture Trustee for the Senior PIK Notes.
Kilpatrick Townsend's Todd Meyers, Esq., represents the Indenture
Trustee for the Senior Unsecured Notes.
Jones Day's Lisa Laukitis, Esq., is counsel to Centerbridge
Partners LP.
Simpson Thacher & Bartlett LLP's Peter Pantaleo, Esq., represents
Apax Partners LP.
CEREPLAST INC: Horizon Blocking Buyout Offer
--------------------------------------------
Cereplast, Inc., on March 10, 2014, issued a Letter to the
Shareholders updating the shareholders on the Chapter 11
proceeding in the U.S. Bankruptcy court for the Southern District
of Indiana.
The letter reads:
"Our company is facing serious challenges and I would like to
update you with regard to current events and the vision of your
Board and management for our future. This letter will also attempt
to describe the current status of events and future challenges the
Company may face.
In late December 2013, we brokered an agreement between a third
party institutional investor and Horizon Technology Finance. In
this agreement, the new investor would purchase the outstanding
$2.8 million venture loan held by Horizon. Although an agreement
in principle was reached with the purchaser, during the due
diligence process several abnormal legal elements emerged and
triggered the purchaser to withdraw the offer. Management was
able to find a second prospective buyer, however they withdrew
their offer for identical reasons.
In the meantime, after in depth review of the Ironridge Global IV
agreement and dilutive trading behavior by our new legal counsel
Austin Legal Group, LLC, the Company declared Ironridge with a
status of "affiliate" as defined by the Securities Act of 1933 -
Rule 144(a)(1) and therefore, denied the issuance of free trading
shares to Ironridge. In retaliation, Ironridge issued an illegal
Notice of Default to Cereplast, which we opposed. However, our
management believes that Ironridge's illegal notice triggered
Horizon to issue a formal Notice of Sale of the Company's assets
in spite of the prior two buy-out proposals. On January 15, 2014,
Horizon took an aggressive position by seizing all Cereplast bank
accounts, which left us with no option but to temporarily
interrupt operations, suspend pending orders and furlough all
employees.
We attempted to oppose the Notice of Sale by filing a request for
a temporary restraining order in Los Angeles Superior Court.
Management believes that Horizon issued the Notice of Sale in
violation of the terms and conditions of the Venture Loan
Agreement. Unfortunately, the court denied our request.
On February 10, 2014, the Company commenced voluntary Chapter 11
bankruptcy in the United States Bankruptcy Court - Southern
District of Indiana. Chapter 11 bankruptcy is a form of bankruptcy
that involves a reorganization of the Company's business affairs
and assets. It is typically filed by corporations that require
requisite time to restructure their debts and is a complex and
expensive proceeding.
Immediately upon filing for Chapter 11, Horizon informed us of
their intention to request the Court to convert the Chapter 11
into an involuntary liquidation under a Chapter 7 proceeding,
thereby precluding the Company from having an opportunity to
reorganize. Horizon subsequently filed its motion to convert the
Chapter 11 proceeding into a Chapter 7 within a few days of the
Chapter 11 petition.
Despite the filing of the Chapter 11 bankruptcy petition,
management was able to organize several large financings to allow
us to resume operations within a limited period of time. These
financings include
i) DIP financing in amount of $1 million granted on an
emergency basis by ProCap Funding a fund managed by Dr.
Alexandre Scheer, the son of our CEO,
ii) a second financing in amount of $2.8 million to purchase
the Horizon debt;
iii) the potential for an additional $2.0 million financing
to allow us to purchase raw materials and fulfill pending
orders,
iv) and finally the potential for third party financing to
allow repayment of $7.5 million debenture on terms that
would be acceptable to the debenture holders.
We believe that with the financing instruments we will have
sufficient liquidity to operate the Company's business during the
Chapter 11 reorganization and to continue the flow of goods and
services to our customers in the ordinary course of business.
The combination of these financing instruments should permit an
opportunity for us to offer repayment to all creditors at close to
face value of their outstanding debts. Further, these financing
instruments are not likely to create additional long term debt
because the majority of funds would be generated from equity, thus
allowing us to clean up our balance sheet from large secured debt
and derivatives losses. All of these financing proposals are
contingent upon the approval of the Bankruptcy Court.
On March 4, 2014, at a hearing held in Indianapolis, the Court
granted us temporary use of a portion of ProCap's funding
arrangement proposed under a DIP agreement, until a formal hearing
could occur. This hearing is currently scheduled for March 20,
2014. The Court Order . . . will allow the Company to call back
its employees and fulfill approximately $300,000 of orders that
have been on hold since early February. We expect to honor all
post-petition obligations to suppliers in the ordinary course.
Although we can envision a possible exit strategy that would allow
satisfactory repayment of all creditors, management has been
forced to spend an inordinate amount of time opposing the
repetitive attempts of Horizon to force the company into a Chapter
7 liquidation -- an act that will solely benefit Horizon.
Presently, an $800 million financial group has presented an offer
to purchase the Horizon loan for 100% of its value. However,
Horizon has refused their offer. Management remains hopeful that
business logic and ethics will prevail and intends to present the
offer to the Court to safeguard shareholders' and creditors'
value.
With regard to operations, we have seen the activity pick up in
both the USA and overseas. In the domestic market, we have
received several orders totaling approximately $300,000. These
orders include multiple orders for existing inventory that should
be fulfilled before the end of the quarter. Overseas, the EU
parliament passed a Directive on Packaging favoring the use of
sustainable material including bioplastics. The EU legislation
does allow each State to implement national legislation. We are
expecting a surge in demand in Italy and France in the months to
come. In Italy several supply agreements are being negotiated but
we are struggling to access the necessary working capital to
fulfill such orders.
The Company is taking a significant step toward enabling our
enterprise to complete a positive transformation which includes an
improved cost structure and a direct path towards profitability.
After considering the advantages and disadvantages of Chapter 11,
our Board of Directors and the entire senior management team
unanimously support this step as a necessary and essential defense
for the future of Cereplast. Our goal is to preserve and
maximize value for stakeholders, including our employees,
creditors and debenture holders. We are also committed to
supporting the future success of our valued customers and continue
to offer pristine service and unique products. Chapter 11 gives
us the best opportunities to maximize the value of our technology,
review and restructure our business model and focus our efforts
where we have a technological advantage. Management is currently
working on an in-depth reorganization plan to bring our company to
profitability and emerge from Chapter 11. Although we are in the
preliminary stages of this plan, we can share with you that we
believe our company will emerge with two new entities each focused
on a specific sector of the bioplastics market:
* a specialty compounder with a broader array of resin.
This will allow our product offerings to extend beyond
bioplastics and target compounding of traditional
polyolefin compounds. Cereplast Industry will also provide
third-party compounding to serve a growing number of
companies interested in having our Seymour plant make
quality products. Our plant was set up as state of the art
operations and will allow us to make high quality resins.
We are already negotiating a several million pound
compounding contract with a large plastic operator. We
believe that in implementing this plan we will reduce the
internal working capital requirement due to the decreased
costs associated with purchasing raw material and
preliminary analysis suggests that Cereplast Industries,
if approved by the Bankruptcy Court, would reach
profitability much faster than the current business model.
* will lead our bioplastic operations including the existing
technology and the Algae development. However, under the
new proposed business model, Algaeplast will become a
licensing model by which Algaeplast will license out the
technology to third parties that have an interest in
bioplastics. This model will substantially decrease the
costs of manufacturing and all related expenses. We are
proposing that Algaeplast will cross-license all its
technology with Cereplast Industry so the current customers
of Cereplast can still be served properly. Algaeplast will
also license its technology overseas to serve the European
market without having to incur the costs of manufacturing
and shipping products and the related financial risks and
cash flow requirements.
Clearly the proposals are preliminary and will need to be
authorized by the Bankruptcy Court. However, we are excited by
these new perspectives that will bring value to our shareholders,
creditors and supporters.
The Board of Directors, our senior management team and myself
would like to underscore our appreciation for the hard work and
loyalty of our employees. Cereplast exemplifies a culture of
collaboration and innovation. Our employees embody that culture
and are essential to our future success. I am looking forward to
the day where I will announce that we successfully emerge from
Chapter 11."
About Cereplast Inc.
Seymour, Indiana-based Cereplast, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Ind. Case No. 14-90200) on
Feb. 10, 2014, estimating $10 million to $50 million in both
assets and debts.
Cereplast has developed and is commercializing proprietary bio-
based resins through two complementary product families: Cereplast
Compostables(R) resins which are compostable, renewable,
ecologically sound substitutes for petroleum-based plastics, and
Cereplast Sustainables(TM) resins (including the Cereplast Hybrid
Resins product line), which replaces up to 90 percent of the
petroleum-based content of traditional plastics with materials
from renewable resources.
In connection with the Bankruptcy Filing, the Company's common
stock began trading under a new trading symbol, "CERPQ" effective
Feb. 19, 2014.
Judge Basil H. Lorch III oversees the case. Cereplast is
represented by Tamara Marie Leetham, Esq., at Austin Legal Group,
as counsel.
Horizon Technology Finance Corporation, as successor to Compass
Horizon Funding Company LLC and Horizon Credit I, LLC, has asked
the Court to convert the Chapter 11 case to one under Chapter 7 of
the Bankruptcy Code. Horizon is lender to the Debtor under the
venture loan and security agreement dated Dec. 21, 2010, under
which Horizon extended credit totaling $4.0 million. Horizon has
been granted a security interest in all assets of the Debtor.
The debt due Horizon is in payment default. The sale of the
Collateral was scheduled for Feb. 11, 2014, but the Debtor sought
to restrain the sale in proceedings pending in the Superior Court
of the State of California, for the County of Los Angeles, as
Cause No. CGC-08-482329. The Debtor's request for a restraining
order was denied on Feb. 10, and the Chapter 11 case was commenced
on the same day.
Horizon is represented by Whitney L. Mosby, Esq., at Bingham
Greenebaum Doll LLP.
CHIQUITA BRANDS: S&P Revises Outlook to Positive & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Chiquita Brands International Inc. to positive from stable. At
the same time, S&P affirmed the 'B' corporate credit rating, 'B'
senior secured debt rating, and 'CCC+' unsecured debt rating on
the company.
In addition, S&P revised the recovery rating on the company's
senior secured notes to '3' from '4', indicating its belief that
lenders could expect meaningful (50% to 70%) recovery in the event
of a payment default. The higher recovery rating reflects the
company's recent partial prepayment of its senior secured notes
and its reduction in the maximum borrowing capacity under its
asset-based loan (ABL) facility (not rated).
"The outlook revision reflects our expectation that Chiquita's
credit metrics will continue to improve from cost-saving
initiatives and implementation of its revised operating
strategies," said Standard & Poor's credit analyst Jeff Burian.
"The corporate credit and issue-level ratings could also
potentially benefit from operational synergies or capital
structure changes resulting from a ChiquitaFyffes merger."
Standard & Poor's ratings on Chiquita partly reflect the company's
participation in the competitive, seasonal, commodity-oriented,
and volatile fresh produce industry, which is subject to political
and economic risks, as well as its product concentration in banana
sales. The ratings also reflect the company's significant debt
obligations and history of volatile operating results.
CIRCLE STAR: Settles with Mediapark and Soloman for $1 Million
--------------------------------------------------------------
Circle Star Energy Corp., entered into a settlement agreement with
Mediapark A.G. and Soloman AG, holders of 10 percent convertible
notes due Feb. 8, 2013, in the principal amount of $1,375,000.
The Noteholders had filed a complaint in the District Court of
Clark County, Nevada, to enforce payment of their notes in October
2013.
The Company paid $500,000 to each of the Noteholders and delivered
amended and restated notes, each in the amount of $1,155,000,
accruing interest at 12 percent per annum and due Dec. 31, 2014.
The Company's wholly-owned subsidiary, JHE Holdings, LLC,
guaranteed payment of the New Notes and both the Company and JHE
granted the Noteholders a security interest in their oil and gas
properties. The Company will be allowed to continue selling off
JHE assets or net profits interest until the New Notes are paid in
full, provided that the Company must pay 70 percent of all
proceeds from any sale to the Noteholders to be applied to the
outstanding principal balance and accrued interest under the New
Notes.
Upon receiving confirmation that the Deeds of Trust have been
filed to perfect the Noteholders' security interests in the
collateral, the Company and the Noteholders will execute and
deliver to the Court a Stipulation to Dismiss the Lawsuit without
prejudice and the Old Notes will be deemed to be cancelled.
As consideration for entering into an amended Inter-Creditor
Agreement and New Notes, and pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act of
1933, as amended, the Company has agreed to issue 2,500,000 shares
of its common stock to each of Mediapark and Soloman. For the
period expiring six months from the date of issuance, the
Company's chief executive officer has the right to vote these
shares and the Company has the right to purchase all or any of
these shares at a price of $0.15 per share.
In addition, Mediapark and Soloman each received a two-year
warrant to purchase up to 2,500,000 shares of the Company's
common stock at $0.05 per share, exercisable beginning Feb. 1,
2015. During the six months from the date of issuance, the
Company has a call right with respect to 1,250,000 shares
underlying each warrant at a price of $0.10 per share if the
registrant repays at least $500,000 on each of the New Notes.
About Circle Star
Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL)
owns a variety of non-operated working interests and overriding
royalty interests in approximately 73 producing wells in Texas.
The interests range from less than 1% up to approximately 5% in
each well. The wells are located in the following areas: Permian
Basin, Eagle Ford Shale, Pearsall Field, Giddings Field & the
Woodbine Field. The wells are operated by Apache (Permian),
Chesapeake (Eagle Ford Shale), CML (Giddings, Pearsall & Permian),
Leexus (Giddings) and Woodbine Acquisitions (Woodbine). As of
April 30, 2013, the Company had approximately 430 net leased acres
in Texas.
The Company also operates 2 wells in Kansas. The Company owns a
25% working interest (approximately 20% net revenue interest)
before payout and a 43.75% working interest (approximately 35% net
revenue interest) after payout in both wells which are located in
Trego County. As of July, 31, 2013, the Company had approximately
9,838 net leased acres in Kansas. Approximately 1,480 are located
in Trego County and approximately 8,358 are located in Sheridan
County. There are multiple potential pay zones of interest with
the primary zones of interest being the Arbuckle, Marmaton &
Lansing-Kansas City ranging from approximately 3,200 feet to
approximately 4,300 feet in depth.
Circle Star incurred a net loss of $10.81 million for the year
ended April 30, 2013, following a net loss of $11.07 million
during the prior year. The Company's balance sheet at Oct. 31,
2013, showed $3.33 million in total assets, $5.54 million in total
liabilities and a $2.21 million total stockholders' deficit.
"At October 31, 2013, we had cash and cash equivalents of $84,391
and a working capital deficit of $5,279,080. For the six months
ended October 31, 2013, we had a net loss of $477,298 and an
operating loss of $336,832 and cash provided by operations
amounted to $50,019. As of October 31, 2013 our 10% convertible
notes payable due February 8, 2013 in the principal amount of
$2,750,000 had matured, and the principal and accrued interest
remain outstanding, which notes are currently in default and in
litigation," the Company said in its quarterly report for the
period ended Oct. 31, 2013.
"Given that we have not achieved profitable operations to date,
our cash requirements are subject to numerous contingencies and
risks beyond our control, including operational and development
risks, competition from well-funded competitors, and our ability
to manage growth. We can offer no assurance that the Company will
generate cash flow sufficient to achieve profitable operations or
that our expenses will not exceed our projections. Accordingly,
there is substantial doubt as to our ability to continue as a
going concern for a reasonable period of time," the Company said
in the Quarterly Report.
CNH INDUSTRIAL: S&P Assigns 'BB+' Rating to Proposed Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB+' issue rating to Luxembourg-based CNH Industrial Finance
Europe S.A.'s proposed senior unsecured note offering. CNH
Industrial Finance Europe is a subsidiary of Netherlands-based CNH
Industrial N.V. (CNHI), the guarantor. The recovery rating is
'4', indicating S&P's expectation of an average (30%-50%) recovery
in the event of a payment default scenario. The company expects
to use the proceeds from the issuance for general corporate
purposes.
The ratings on CNHI reflect S&P's view of the company's
satisfactory business risk profile, significant financial risk
profile. CNHI became the successor entity to Fiat Industrial SpA
as a result of the merger of Fiat Industrial and its majority-
owned subsidiary, CNH Global N.V., into CNHI. S&P's assessment of
CNHI's business risk profile reflects the company's position as
the second-largest agricultural equipment manufacturer globally
and well-established global player in the truck, construction
equipment and powertrain markets.
RATING LIST
CNH Industrial N.V.
Corporate Credit Rating BB+/Stable/B
New Rating
CNH Industrial Finance Europe S.A.
Sr unsec notes BB+
Recovery Rating 4
COLONIAL MEDICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Colonial Medical Management Corp
PO Box 1716
Anasco, PR 00610
Case No.: 14-01922
Chapter 11 Petition Date: March 13, 2014
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Judge: Hon. Brian K. Tester
Debtor's Counsel: Damaris Quinones Vargas, Esq.
BUFETE QUINONES VARGAS & ASOC
PO BOX 429
Cabo Rojo, PR 00623
Tel: 787-851-7866
Fax: 787-851-1717
Email: damarisqv@bufetequinones.com
Total Assets: $2.43 million
Total Liabilities: $1.81 million
The petition was signed by Luis Jorge Lugo Velez, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-1922.pdf
CONTRACTOR TECHNOLOGY: Texas Justices Again Nix Porter Hedges Suit
------------------------------------------------------------------
Law360 reported that the Texas Supreme Court refused for a second
time to reinstate a construction company?s $1 million malpractice
suit against Porter Hedges LLP over the firm?s simultaneous
representation of the company and the bankruptcy trustee of a
general contractor that held a judgment against it.
According to the report, in denying Workzone Technologies? motion
for rehearing, the high court stuck by its August decision
rejecting the construction company?s argument that it should be
allowed to recover fees Porter Hedges was paid for serving as
special litigation counsel to the bankruptcy trustee of Contractor
Technology Inc.
As previously reported by The Troubled Company Reporter, the Texas
Supreme Court on Aug. 30 refused to reinstate the construction
company's $1 million malpractice suit against Porter Hedges over
the firm's simultaneous representation of the company and the
bankruptcy trustee of Contractor Technology.
Without comment, the high court rejected Workzone Technologies'
bid to overturn a decision by the Fourteenth District Court of
Appeals that it could not recover fees Porter Hedges was paid for
serving as special litigation counsel to the bankruptcy trustee.
DANA HOLDING: S&P Raises Corp. Credit Rating to 'BB+'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Toledo, Ohio-based auto supplier Dana Holding Corp. to
'BB+' from 'BB'. The outlook is stable. S&P also raised the
issue-level rating on the company's senior secured debt to 'BBB'
from 'BBB-', and raised the issue-level rating on Dana's senior
unsecured debt to 'BB+' from 'BB'. The '1' recovery rating on
Dana's senior secured debt indicates S&P's expectation of very
high (90%-100%) recovery in a payment default, and the '4'
recovery rating on its unsecured debt indicates S&P's expectation
of average (30%-50%) recovery in a payment default.
Standard & Poor's ratings on Dana reflect its revised assessment
of the company's financial risk profile as "intermediate" and the
business risk profile as "fair." The rating also incorporates
S&P's view of Dana's liquidity as "strong" and the company's lack
of large near-term debt maturities.
"We believe the company can sustain its business strategy and
profitability in the low-double-digit EBITDA margin area," said
Standard & Poor's credit analyst Nancy Messer. "We expect Dana to
continue generating solid earnings and cash flow, with stable
credit measures, despite unpredictable end-markets and the
company's investments for growth."
Dana manufactures products, including front and rear axles and
driveshafts, and power technologies (heat shields, engine sealing
systems, cooling and heat transfer products), that are integral to
the proper functioning of the vehicle.
DELTATHREE INC: Obtained Add'l $100,000 Loan From D4 Holdings
-------------------------------------------------------------
Each of deltathree, Inc., Delta Three Israel, Ltd., and DME
Solutions, Inc., entered into the Fourth Loan and Security
Agreement with D4 Holdings, LLC, on Sept. 12, 2011, pursuant to
which D4 Holdings provided to the Deltathree Entities a line of
credit in a principal amount of $300,000.
On Nov. 21, 2013, deltathree, Inc., received $100,000 from D4
Holdings pursuant to a notice of borrowing under the Loan
Agreement.
About deltathree
Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.
The Company's balance sheet at Sept. 30, 2013, showed $1.63
million in total assets, $8.48 million in total liabilities and a
$6.85 million total stockholders' deficiency.
Bankruptcy Warning
"Due to the limited availability of additional loan advances under
the Fourth Loan Agreement, the Company believes that, its current
cash and cash equivalents will not satisfy its current projected
cash requirements beyond the immediate future. As a result,
there is substantial doubt about the Company's ability to continue
as a going concern," the Company said in the filing.
"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
has begun exploring strategic alternatives available to it and may
explore all such alternatives available to it, including, but not
limited to, a sale or merger of the Company, a sale of its assets,
recapitalization, partnership, debt or equity financing, voluntary
deregistration of its securities, financial reorganization,
liquidation and/or ceasing operations. In the event that the
Company requires but is unable to secure additional funding, the
Company may determine that it is in its best interests to
voluntarily seek relief under Chapter 11 of the U.S. Bankruptcy
Code."
DETROIT, MI: Ch. 9 Plan Draws Fierce, Immediate Criticism
---------------------------------------------------------
Law360 reported that the city of Detroit submitted its Chapter 9
plan outlining a strategy to restructure its $18 billion in debt
while setting aside $1.5 billion over the next decade for capital
improvements, and has already met a firestorm of criticism from
creditors that are slated to get a reduced recovery.
Under the plan, which the Michigan bankruptcy court must still
approve, many secured creditors will see a 100 percent return,
while pension funds will encounter cuts, the report said.
About City of Detroit, Michigan
The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers was appointed
in the case. The Retirees' Committee is represented by Dentons US
LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.
DEX MEDIA: Reports Financial Results for Full Year 2013
-------------------------------------------------------
Dex Media, Inc. on March reported financial results for the fourth
quarter and full year 2013.
Merger efficiencies and other initiatives allowed continued
expense reduction and resulted in strong margins.
Multi-product advertising sales2 trends improved in the fourth
quarter in part due to digital growth.
Strong cash flows were primarily utilized to pay down $541M in
bank debt during 2013.
"The merger of Dex One and SuperMedia created a new company with
substantial scale and market presence to achieve expense synergies
and drive new client growth opportunities," said Peter McDonald,
president and CEO of Dex Media. "In 2014, we look forward to
finalizing our integration and continuing the rollout of our
go-to-market approach."
2013 Fourth Quarter and Full Year Results
$ in millions
GAAP Reporting 4Q'13 FY '13
Operating Revenue $ 429 $ 1,444
Operating Income (Loss) $ (576) $ (850)
Net Income (Loss) $ (556) $ (819)
Non-GAAP Reporting 4Q'13 FY '13
Pro-forma Operating Revenue1 $ 513 $ 2,184
Adjusted Pro forma EBITDA1 $ 207 $ 866
Adjusted Pro forma EBITDA margin1 40.4% 39.7%
Advertising Sales2
Print (19.1%) (21.1%)
Digital 5.1% 5.9%
Total (14.0%) (15.4%)
1 These represent non-GAAP measures. Pro forma Operating Revenue
includes Dex One and SuperMedia operating revenue as if the merger
had occurred prior to 2012 and excludes the impact of acquisition
accounting, as required by U.S. GAAP. Adjusted Pro forma EBITDA
represents earnings before interest; taxes; depreciation and
amortization; gains on early extinguishment of debt; and other
nonrecurring items, including adjustments to exclude impairment
charges, reorganization items, merger transaction costs, merger
integration costs, severance costs, asset write downs, and the
amortization of other post-employment benefits. Adjusted Pro
forma EBITDA includes Dex One and SuperMedia EBITDA as if the
merger had occurred prior to 2012; and excludes the impact of
acquisition accounting, as required by U.S. GAAP. Adjusted Pro
forma EBITDA margin is calculated by dividing Adjusted Pro forma
EBITDA by Pro forma Operating Revenue.
2 Advertising sales is an operating measure which represents the
annual contract value of print directories published and digital
contracts sold. It is important to distinguish advertising sales
from revenue, which under U.S. GAAP are recognized under the
deferral and amortization method. Advertising sales are a leading
indicator of revenue recognition and are presented on a combined
basis, including both former Dex One and former SuperMedia, for
the three months and year ended December 31, 2013 and 2012.
Cash provided by operations for the twelve months ended
December 31, 2013 was $360 million. Adjusted pro-forma cash?
provided by operations, a non-GAAP measure, for the twelve months
ended December 31, 2013 was $451 million. Dex Media and its
predecessor companies have repaid $541 million of bank debt year
to date through the fourth quarter. This includes $137 million of
bank debt repurchases in November 2013, utilizing $101 million of
cash. The company had a cash balance of $156 million as of
December 31, 2013.
Accounting Adjustments
In the fourth quarter, Dex Media recorded a non cash impairment
charge of $458 million associated with the write down of goodwill
of $74 million and $384 million associated with the write down of
intangible assets. This charge had no impact on the Company's
cash flow or compliance with debt covenants.
The financial statements included herein reflect the correction of
an error that was immaterial to all affected prior periods
presented. In the fourth quarter of 2013, the Company corrected
an error associated with the timing of revenue recognition in
prior periods for one of its service offerings, Dex Guaranteed
Actions ("DGA"). The prior periods affected were from January 1,
2012 through September 30, 2013. This adjustment had no impact to
advertising sales or total cash flows from operating, investing or
financing activities. The Company has concluded that the error
was not material to the affected prior periods and that the
previously issued financial statements can continue to be relied
upon. The Company's 2013 Annual Report on Form 10-K includes
disclosure describing the error and its impact on each of the
affected prior periods.
Acquisition Accounting Statement
On April 30, 2013, the merger of Dex One and SuperMedia was
consummated, with 100% of the equity of SuperMedia being exchanged
for equity in Dex Media. The Company accounted for the business
combination using the acquisition method of accounting, with Dex
One identified as the acquiring entity for accounting purposes.
As a result of the acquisition of SuperMedia, our GAAP results for
the three and twelve months ended December 31, 2013 include the
operating results of SuperMedia from May 1, 2013 through
December 31, 2013. The historical results of SuperMedia for
April 2013 and prior periods have not been included. Prior to the
merger with Dex One, SuperMedia had deferred revenue and deferred
directory costs on its consolidated balance sheet. These amounts
represented future revenue and cost that would have been amortized
by SuperMedia from May 2013 through April 2014 that will not be
recognized by Dex Media. As a result of acquisition accounting,
the fair value of deferred revenue and deferred directory costs
was determined to have no future value, thus were not recognized
in the operating results of Dex Media. The exclusion of these
items from the Company's operating results did not have any impact
on the cash flows of Dex Media.
About Dex Media Inc.
Dex Media, Inc., a wholly-owned subsidiary of R.H. Donnelley
Corporation, is the exclusive publisher of the "official" yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and
South Dakota (collectively, the "Dex East States") and Arizona,
Idaho, Montana, Oregon, Utah, Washington and Wyoming
(collectively, the "Dex West States"). The Company is the
indirect parent of Dex Media East LLC and Dex Media West LLC. Dex
Media East operates the directory business in the Dex East States
and Dex Media West operates the directory business in the Dex West
States.
R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment on
its senior unsecured notes due April 15. James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel. The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC. The Garden City Group, Inc.,
is claims and noticing agent.
Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of R.H. Donnelley Corp. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
DISH NETWORK: FCC Auction Win No Impact on Moody's Ba3 CFR
----------------------------------------------------------
Moody's Investors Service said that DISH Network Corporation's
recent win of wireless broadband frequencies in an auction
conducted by the Federal Communications Commission (FCC) will not
impact it's DISH DBS Corporation ("DISH DBS") subsidiary's Ba3
Corporate Family rating (CFR), SGL-1 speculative grade liquidity
rating or the negative outlook. Based on a public notice issued by
the FCC, DISH's subsidiary American H Block Wireless L.L.C won
licenses for the wireless spectrum known as "H-Block" across the
entire country (176 markets) and will pay $1.56 billion for the
licenses, which is the minimum amount the company had pledged to
shell out in exchange for more time from the FCC in determining
how it uses its other wireless broadband frequencies. Notably, the
H Block spectrum is adjacent to some of DISH's current spectrum
holdings called AWS-40, giving it control of a wider and
contiguous block of spectrum, which we believe makes it more
valuable to DISH.
Owning these licenses will bolster DISH's spectrum portfolio by
adding another 10 megahertz of spectrum in addition to the 46
megahertz of mid-band and low-band spectrum already owned by the
company, bringing the total spectrum holding to 56 megahertz. Over
the past couple of years, DISH has been seriously pursuing large
scaled expansion in the wireless space by aggressively purchasing
wireless spectrum ($2.86 billion in 2011) and by attempting to
merge with Sprint as well as to acquire outstanding shares of
Clearwire not already owned by Sprint. While Moody's is aware of
the significant asset value associated with DISH's amassed
terrestrial spectrum, it remains unclear at this stage how will
the company use its valuable spectrum portfolio going forward.
"The company could move forward with a number of options,
including abandoning its terrestrial broadband plans by selling or
licensing the spectrum, independently launching its own wireless
service and competing as the nation's fifth major player in the
wireless telecommunications space or partnering with or acquiring
another wireless carrier like T-Mobile," stated Neil Begley, a
Moody's Senior Vice President. Management dispensed with the
notion that DISH might launch its own wireless service over a year
ago, as it does not currently have the infrastructure needed to
commercialize the spectrum it owns and building a network from
scratch would entail significant cash capex investments needed for
R&D, build out, wireless testing, marketing, handset subsidies,
etc. "In our view, a tie-up with an existing wireless carrier is
the only possible strategy that could give DISH a chance of
success in the wireless arena, and management has publicly stated
its desire to do so," added Begley.
In Moody's opinion, a wireless service offering could potentially
fuel future longer-term growth for the company by counteracting
the saturation and fierce competition in the U.S. pay-TV industry
which is increasing its reliance on broadband capabilities. The
addition of a broadband offering to the company's existing TV
package would enhance its competitive position and subscriber
retention in the long run, and allow it to effectively compete
with cable rivals. This may depend upon whether it focuses on the
in or out of home market and its competitiveness in delivering
price competitive data speeds. However, Moody's remains cautious
about execution risks and significant cash outlays needed to build
a wireless network even via a partnership with an existing
carrier. SOFTBANK CORP (Ba1 CFR, Stable Outlook), Sprint
Corporation's (Ba3 CFR, Stable Outlook) controlling shareholder
owners, have publicly expressed desire to combine Sprint and T-
Mobile USA, Inc (Ba3 CFR, Stable Outlook). "There may be
regulatory hurdles which would challenge such a move, but either
way, T-Mobile is likely the last great opportunity for DISH to
control an important US wireless company as well," stated Begley.
"The biggest constraint for such a deal is both the weak balance
sheet for both companies -- assuming acquiring a controlling stake
with all cash, and limited financial flexibility to spend much
needed cash on future spectrum auctions as well as the capital
investment needed just to keep pace with AT&T Inc. (A3) and
Verizon Communications, Inc. (Baa1), never mind closing the gap,"
added Begley. As we have stated in our previous announcements,
risks associated with the company's wireless strategy are only
partially tempered by the potential to improve DISH's business
profile as we remain concerned over the legal credit structure
supporting DISH DBS bonds, which possess only minimal protections
against leverage and up-streaming cash to its parent, DISH.
Further, the company's creditors have no recourse to assets held
outside of DISH DBS. While we expect DISH to fund the $1.6 billion
H Block spectrum purchase with cash on hand, which along with
marketable securities was roughly $9.7 billion at 12/31/2013,
uncertainty surrounding strategic plans and future impact on its
balance sheet continue to weigh on DISH's credit ratings as it
pursues a potentially transformative entry into the wireless
market. Since we anticipate the H block spectrum transaction will
be executed with cash on hand, there will be no impact on the
company's debt-to-EBITDA leverage, which was 4.9x as of 12/31/2013
(incorporating Moody's standard adjustments). Accordingly, the
transaction will not affect DISH's existing credit ratings or
negative outlook as we have provided no credit for the bulk of the
cash other than to serve as needed liquidity. However, the
company's ratings would come under pressure if it engages in
acquisitions and investments such that gross leverage is sustained
over 5.5x or if it is expected to continuously up-stream cash and
some or all of its free cash flow from DISH DBS to support the
growth of a business to which DISH DBS's creditors have no
recourse and leverage is sustained above 4.5x.
Further, in Moody's opinion, DISH's recent agreement with Echostar
Corporation to transfer to Echostar five of its satellites and $11
million in cash is a credit negative development but will not
impact the Ba3 CFR or negative outlook. In exchange for the
satellites and cash, DISH will receive shares of two series of
preferred tracking stock that represent 80% of the economic value
of Hughes Network Systems, LLC, which is EchoStar's residential
retail satellite broadband subsidiary. Additionally, DISH will
lease back certain satellite capacity on the five satellites
transferred to Echostar. Moody's views the development as a credit
negative as DISH will now have to make lease payments that will
negatively impact cash flows for satellites that they use to own
outright. Also, the satellite lease expense will adversely impact
Moody's adjusted credit metrics slightly as we capitalize lease
payment streams at around 6.0x and add them back as debt in our
leverage calculations. Further, since these tracking stocks are
not legal entity separations, we are indifferent to DISH's
ownership of these preferred tracking shares until DISH generates
cash from the deal until the stocks are registered or it receives
dividends. Also, there is the potential for the preferred tracking
shares to be held outside of the DISH DBS issuer.
DISH is the third largest pay television provider in the United
States, operating satellite services with approximately 14 million
subscribers. Revenues for FY2013 were $13.9 billion.
DO1 INC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: DO1, Inc.
PO Box 27837
Salt Lake City, UT 84127
Case No.: 14-22440
Chapter 11 Petition Date: March 14, 2014
Court: United States Bankruptcy Court
District of Utah (Salt Lake City)
Judge: Hon. Kimball Mosier
Debtor's Counsel: Andres' Diaz, Esq.
DIAZ & LARSEN
307 West 200 South, Suite 2004
Salt Lake City, UT 84101
Tel: (801) 596-1661
Fax: (801) 359-6803
Email: courtmail@adexpresslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Denton Lynn Dunn, president.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
DUNE ENERGY: Director Eric Stearns Resigns
------------------------------------------
Eric R. Stearns submitted his resignation from the Board of
Directors of Dune Energy, Inc., and from all committees of the
Company of which he was a member, to be effective March 3, 2014.
Mr. Stearns's resignation is not because of any disagreement with
the Company on any matter relating to the Company's operations,
policies or practices.
About Dune Energy
Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast. The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.
The Company's balance sheet at Sept. 30, 2013, showed $252.02
million in total assets, $117.49 million in total liabilities and
$134.52 million in total stockholders' equity.
Dune Energy incurred a net loss of $7.85 million in 2012 following
a net loss of $60.41 million in 2011. For the nine months ended
Sept. 30, 2013, the Company reported a net loss of $34.91 million.
ECO BUILDING: Obtains Financing for $1.1 Million
------------------------------------------------
Eco Building Products, Inc., has entered into a loan agreement
with an institutional investor providing for a loan in an
aggregate principal amount of $500,000. In connection with the
Loan Agreement, the Company issued a Secured Promissory Note in
exchange for the Purchase Price. The Secured Note has an interest
rate per day equal to 0.1 percent and a maturity date of May 14,
2014. The Company has the option to prepay all or any portion of
the Purchase Price; however, the prepayment amount must be in an
amount not less than $25,000. Pursuant to the Loan Agreement, the
Company has agreed to direct The Home Depot, Inc., to make payment
of all amounts due under current purchase orders directly to the
Lender. In the event the Secured Note is not repaid on the
Maturity Date, then the Lender, in its sole discretion, may
exchange the Secured Note for a 10 percent Senior Secured
Convertible Debenture. The Convertible Debenture is due on
demand, has an interest rate of 10 percent per annum and the
Lender has the right to convert the Debenture in shares of the
Company's common stock, par value $0.001 per share at any time at
a conversion price equal to 50 percent of the lowest trading price
of the Company lowest trading price of the Common Stock quoted by
Bloomberg L.P. for the 20 trading days immediately preceding the
applicable conversion notice. The Debenture Conversion Price is
subject to adjustment in the case of stock splits, stock
dividends, combinations of shares and similar recapitalization
transactions and any issuances of securities below the Debenture
Conversion Price. The Company also granted the Lender a security
interest in certain Company assets to secure the repayment of the
Secured Note under a Security Agreement that was executed in
connection with the Loan Agreement.
$675,000 Series B Preferred Stock Financing
On Feb. 26, 2014, the Company entered into a Securities Purchase
Agreement with an institutional investor providing for the
issuance and sale by the Company of 6,750 shares of the Company's
Series B 12 percent Convertible Preferred Stock, par value $0.001
per share, for a purchase price of $675,000 which are convertible
into shares of the Company's common stock. The closing of the
sale of these securities took place on Feb. 27, 2014.
Subject to certain ownership limitations, shares of Preferred
Stock are convertible at any time at the option of the holder into
shares of Common Stock at a conversion price equal to 60 percent
of the lowest VWAP during the 20 trading day period immediately
prior to the applicable conversion date, subject to adjustment.
The shares of Preferred Stock are convertible into Common Stock by
dividing the Stated Value of that share of Preferred Stock by the
Conversion Price. The Conversion Price is subject to adjustment
in the case of stock splits, stock dividends, combinations of
shares and similar recapitalization transactions and any issuances
of securities below the Conversion Price. Subject to limited
exceptions, holders of shares of Preferred Stock will not have the
right to convert any portion of their Preferred Stock if the
holder, together with its affiliates, would beneficially own in
excess of 4.99 percent of the number of shares of the Company's
common stock outstanding immediately after giving effect to its
conversion.
In connection with the Financing, the Company agreed to file an
Information Statement on Schedule 14C with the SEC and any other
necessary paperwork with the State of Colorado to increase its
authorized shares of common stock to 10,000,000,000 shares. As of
March 3, 2014, the Company has reached its current authorized
common stock amount of 2,000,000,000 shares. Shares of Preferred
Stock have a liquidation preference equal to the stated value of
each share of Preferred Stock or $100 per share plus any accrued
and unpaid dividends thereon and any other fees or liquidated
damages then due and owing. The shares of Preferred Stock do not
have any voting rights other than if the Company seeks to alter or
adversely affect the rights of the Preferred Stock.
"The additional financing allows the Company the financial ability
to quickly deploy the initial inventory set of our 104 Home Depot
store expansion. As the Northeastern region thaws out we
anticipate an explosive building season and Eco Building Products
wants to be able to capture significant growth with our retail
partner. We intend to increase revenues providing the Company the
ability to service the additional financing and minimize
dilution," stated Steve Conboy, President/CEO, Eco Building
Products, Inc.
Additional information is available for free at:
http://is.gd/1LANpA
About Eco Building
Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.
Eco Building incurred a net loss of $24.59 million on $5.22
million of total revenue for the year ended June 30, 2013, as
compared with a net loss of $11.17 million on $3.72 million of
total revenue during the prior year.
The Company's balance sheet at Sept. 30, 2013, showed $2.12
million in total assets, $18.65 million in total liabilities and a
$16.52 million total stockholders' deficit.
Sam Kan & Company, in Alameda, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013. The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
EDISON MISSION: Posts $641MM Net Loss for 2013
----------------------------------------------
Edison Mission Energy and Midwest Generation, LLC, filed with the
Securities and Exchange Commission their Form 10-K Annual Report
for the fiscal year ended Dec. 31, 2013.
EME reported narrow net loss of $641 million for 2013, from net
losses of $909 million for 2012 and $1,079 million for 2011.
Operating revenues were $1,331 million for 2013, up from $1,287
million in 2012, but down $1,653 million for 2011.
Midwest posted a net loss of $633 million in 2013, down from
$1,464 million net loss in 2012. In 2011, it posted a net loss of
$270 million. Midwest said "Operating Revenues from Marketing
Affiliate" is $817 million for 2013, down from $892 million in
2012 and $1,286 million in 2011.
During the pendency of the Chapter 11 Cases, activities have
focused on developing strategic alternatives to maximize the value
of the Debtors' Estates. EME and Midwest Generation sponsored
several initiatives during 2013 intended to reduce expenses,
preserve liquidity, stabilize operations and relationships with
vendors, employees, and other essential constituents, and
reconcile claims submitted through the Bankruptcy Court. As a
result, at December 31, 2013, EME said it increased cash and cash
equivalents by $288 million and Midwest Generation reduced plant
operations expense by $111 million as compared to the balances at
December 31, 2012. During 2013, plant reliability was also
improved.
In October 2013, EME entered into an Asset Purchase Agreement and
the Debtor Entities entered into a Plan Sponsor Agreement that,
upon completion, would implement a reorganization of the Debtor
Entities through a sale of substantially all of EME's assets,
including its equity interests in substantially all of its debtor
and non-debtor subsidiaries, to a wholly owned subsidiary of NRG
Energy Inc. The sale transaction is a key component of EME's plan
of reorganization.
In February 2014, EME entered into a Settlement Agreement with EIX
and certain of its unsecured creditors holding a majority of its
outstanding senior unsecured notes. Under the Settlement
Agreement, EME filed a Third Amended Plan of Reorganization under
which, on the effective date of the Plan, EME will emerge from
bankruptcy free of liabilities but will remain an indirect wholly-
owned subsidiary of EIX. A new entity (the Reorganization Trust)
will be formed and will make distributions pursuant to the Plan
for the benefit of EME's existing creditors. All assets and
liabilities of EME that are not otherwise discharged in the
bankruptcy or transferred to NRG as part of the NRG Sale will be
transferred to the Reorganization Trust, with the exception of (i)
EME's income tax benefits generated as of the Effective Date which
had not previously been paid to EME under tax-allocation
agreements with EIX, estimated at $1.19 billion, which will be
retained by the EIX consolidated tax group, (ii) liabilities
totaling $241 million associated with the qualified pension plan,
the executive retirement plan, the executive deferred compensation
plan and uncertain federal and state tax positions, which are
being assumed by EIX and (iii) EME's indirect interest in
Capistrano Wind Partners. EIX has disclosed that they have
estimated their exposure to the qualified pension plan, executive
retirement plan, executive deferred compensation plan and
uncertain federal and state tax positions to be approximately $350
million. EIX will pay the Reorganization Trust amounts equal to
50% of the EME Tax Attributes as follows: $225 million payable on
the Effective Date in cash, with one half of the balance payable
on each of September 30, 2015 and September 30, 2016, together
with interest at 5% per annum from the Effective Date.
EME and the Reorganization Trust will release EIX and its
subsidiaries, officers, directors, and representatives from all
claims, except for those deriving from commercial arrangements
between Southern California Edison Company (SCE) and certain of
EME's subsidiaries and obligations under the Settlement Agreement.
The Bankruptcy Court issued a Confirmation Order in March 2014,
which confirmed the Plan. The completion of the NRG Sale is
expected in April 2014.
A copy of EME's Annual Report is available at http://is.gd/6ftLMK
About Edison Mission
Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities. EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.
EME was formed in 1986 and is an indirect subsidiary of Edison
International. Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.
EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.
EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.
The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.
In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.
The Debtors, other than Camino Energy Company, are also
represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer,
Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland &
Ellis LLP, in New York. Debtor Camino Energy Company is
represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC, in Chicago, Illinois.
Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor. GCG, Inc., is the
claims and notice agent.
An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP. The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.
EJ FINANCIAL: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: EJ Financial Enterprises, LLC
12121 Wilshire Blvd., Suite 602
Los Angeles, CA 90025
Case No.: 14-14831
Chapter 11 Petition Date: March 13, 2014
Court: United States Bankruptcy Court
Central District Of California (Los Angeles)
Debtor's Counsel: Richard H Lee, Esq.
SALISIAN LEE LLP
444 S Flower St Ste 2320
Los Angeles, CA 90071
Tel: 213-622-9100
Fax: 800-622-9145
Email: richard.lee@salisianlee.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jacob Koby Khakshouri, manager.
A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-14831.pdf
ENERGY XXI: S&P Affirms 'B+' CCR; Outlook Stable
------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on E&P company Energy XXI (Bermuda) Ltd.
The rating outlook is stable.
At the same time, S&P affirmed its 'B-' issue-level rating on
Energy XXI's convertible debt. S&P placed its issue-level ratings
on subsidiary Energy XXI Gulf Coast Inc.'s debt on CreditWatch
with negative implications, reflecting potentially less favorable
recovery prospects for these noteholders given the increased debt
that will be put in place to finance the transaction.
"Despite weaker credit measures attributed to higher debt levels
used to fund the EPL acquisition, the stable outlook reflects our
expectation that EXXI will prudently manage its capital spending
in fiscal 2015, enabling the company to generate positive cash
flow and reduce debt levels," said Standard & Poor's credit
analyst Mark Salierno. "We estimate the company's FFO to debt
will be in the low-20% area and that debt to EBITDA will be in the
low-3x area by the end of fiscal 2015."
S&P could lower the ratings if credit measures weakened from
current pro forma levels, including EXXI's FFO to debt falling
below 20% for a prolonged period. S&P believes this could occur
if oil prices dropped meaningfully from current levels or if lower
capital spending or an operational disruption in the Gulf of
Mexico lead to a shortfall in production. S&P believes such a
disruption would likely reduce cash flow and necessitate increased
borrowings and cause leverage to approach 4x. S&P would also
consider a lower rating if liquidity deteriorated, which could
occur if the company does not term out revolving credit facility
borrowings in a timely manner over the next year, or if capital
spending in fiscal 2015 is meaningfully higher than S&P's
forecast.
Given S&P's weaker projected credit measures in light of the EPL
transaction, it currently do not expect to raise the ratings over
the next 12 months. An upgrade would require EXXI to further
expand its reserve base while maintaining debt leverage at or
below 3x on a sustained basis. Since EXXI remains narrowly
focused within the hurricane-prone Gulf of Mexico, S&P would also
need EXXI to improve its geographic diversity, which could come
from expanding its producing base into the deeper waters of the
Gulf of Mexico or outside of the Gulf region.
EPL OIL: S&P Puts 'B' CCR on CreditWatch Positive
-------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'B' corporate credit rating, on EPL Oil & Gas on
CreditWatch with positive implications, meaning that S&P could
either raise or affirm the ratings following the completion of its
review.
As of Dec. 31, 2013, EPL had approximately $630 million of total
debt outstanding.
The rating action follows the company's announcement that Energy
XXI (Bermuda) Ltd. will acquire it for total consideration of
$2.3 billion, including the assumption of debt. S&P believes
EPL's credit profile would improve if the acquisition by the
larger Energy XXI (Bermuda) Ltd. is consummated.
"We will resolve the CreditWatch listing for EPL on completion of
the proposed transaction. The corporate credit rating for EPL
could be raised as high as Energy XXI (Bermuda) Ltd.'s ratings,"
said Standard & Poor's credit analyst Stephen Scovotti.
EQUABLE ASCENT: Eagle Park Subd. Lot to be Auctioned Off April 2
----------------------------------------------------------------
The Jackson County Sheriff's Office, Civil Division, will sell at
a public action on April 2, 2014, at 10:00 a.m., all of Equable
Ascent Financial LLC, et al.'s interest in the real property
described as Lot 7, in Block 1 of Eagle Park Subd. to the town of
Eagle Point, Jackson County, Oregon. The property commonly known
as 307 Ortega Avenue, Eagle Point Oregon 97524.
The sale is made pursuant to a Writ of Execution in Foreclosure
dated December 26, 2013, issued out of the Circuit Court of the
State of Oregon for the County of Jackson in Case No. 130072E3
where JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, SUCCESSOR BY
MERGER TO CHASE HOME FINANCE LLC, its successors in interest
and/or assigns is plaintiff, and TIMOTHY A. GROGAN; TAMARA LEIGH
GROGAN; EQUABLE ASCENT FINANCIAL LLC; AND OCCUPANTS OF THE
PREMISES are defendants.
EXTREME REACH: S&P Assigns 'B' CCR & Rates $30MM Facility 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Needham, Mass.-based media services company
Extreme Reach Inc. The outlook is stable.
At the same time, S&P assigned the $30 million senior secured
revolving credit facility due 2019 a 'BB-' issue-level rating,
with a recovery rating of '1', indicating its expectation for very
high (90% to 100%) recovery of principal for debtholders in the
event of a default.
In addition, S&P assigned the $300 million senior secured term
loan due 2020 an issue-level rating of 'BB-', with a recovery
rating of '1', indicating its expectation for very high (90% to
100%) recovery of principal in a default.
Lastly, S&P assigned the $165 million second-lien term loan due
2021 a 'CCC+' issue-level rating, with a recovery rating of '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
of principal in a default.
The company used proceeds from the transaction to fund its
acquisition of Digital Generation Inc.'s TV businesses. The
acquisition closed on Feb. 7, 2014. Pro forma for the
acquisition, Extreme Reach will be the largest provider of short-
form content delivery services to TV stations in the U.S.
However, in S&P's view the acquisition entails substantial
business integration risk. Digital Generation's TV segment is
significantly larger than Extreme Reach. Extreme Reach will need
to plan and execute very carefully to integrate such a large asset
and minimize disruptions that can cause a loss of clients.
The 'B' corporate credit rating incorporates S&P's assumption of
low-single-digit percent revenue growth, continual pricing
pressure on high-definition (HD) and standard-definition (SD)
deliveries, steady cannibalization of TV advertising budgets by
online advertising, and high debt leverage.
"We assess Extreme Reach's business risk profile as "weak,"
reflecting its market position (following the acquisition) as the
leading provider of short-form content delivery services to TV
stations, execution risk in regard to the integration of Digital
Generation's TV businesses, and good profitability. We expect HD
delivery pricing to continue its double-digit percentage decline,
with SD delivery pricing stabilizing beginning in 2015.
Additionally, we expect overall delivery volume to be flat
starting in 2015, assuming some decline in 2014 from client
defections resulting from the acquisition and HD delivery becoming
an increasing part of the business mix each year," S&P said.
"We view Extreme Reach's financial risk profile as "highly
leveraged," as pro forma debt leverage reached 5.5x as of
Sept. 30, 2013. Modest revenue growth and realization of cost
synergies should enable the company to generate good cash flow to
reduce debt and maintain a healthy margin of compliance with
financial covenants. We expect that adjusted debt leverage could
approach the mid-4x area by the end of 2015. In our view, it is
likely that Extreme Reach will continue to pursue tuck-in
acquisitions of online advertising and talent management
businesses," S&P added.
F&H ACQUISITION: Has Approval to Sell Assets to Cerberus Unit
-------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the agreement between F&H Acquisition Corp.,
et al., and Cerberus Business Finance, LLC, for the sale and
purchase of all or substantially all of the Debtors' assets in a
deal valued at more than $125 million.
The total transaction value includes (i) assumption of
approximately $70 million of debt under the first lien credit
agreement; (ii) assumption of up to approximately $9.6 million of
debt under the DIP credit agreement; (iii) rollover of $10 million
of debt under the second lien credit agreement; (iv) a partial
credit bid of debt under the Second Lien Credit Agreement of $19
million; (v) $14.5 million in cash, of which $4.5 million would be
transferred to the Debtors for the purpose of the wind down; and
(vi) an estimated $6.7 million in additional assumed liabilities.
The purchase price for the assets will be (i) the cash payment as
set forth in Section 3.1(b), plus (ii) the assumption of
liabilities by buyer at closing, plus (iii) $19 million, to be
satisfied in the form of a credit against the prepetition second
lien obligations.
Any objections to the Sale Motion or entry of the Sale Order that
have not been withdrawn, waived or settled, are denied and
overruled. Roberta A. DeAngelis, U.S. Trustee for Region 3, and
several counterparties to lease agreements with the Debtors,
including Bellemead Development Corporation, CBL & Associates
Management, Inc., Simon Property Group, Inc., Brixmor Property
Group, Inc., and other affiliates, Kite Greyhound, LLC, Level 3
Communications, LLC, and DDR Corp., and affiliates, objected to
the proposed cure amounts. Champs Restaurants, Inc., objected to
the inclusion of intellectual property in the transfer of assets.
In response to these objections, the Debtors maintained that the
global settlement and the sale is in the best interests of the
Debtors' estates and their creditors as the consideration provided
under the Sale and Global Settlement provides the highest and best
consideration possible to general unsecured creditors.
The Debtors are directed to pay (i) outstanding rent under the
purchased contracts for the period from the Petition Date through
and including December 31, 2013, or (ii) those other unpaid
administrative expense obligation arising under the Purchased
Contracts. The Cure Amount for the Purchased Contract between the
Debtor and the following counterparties will be:
Counterparty Leased Property Cure Amount
------------ --------------- -----------
Eastwood LLC 2800 Preyde Blvd. $97,629
Lansing, MI
MF3, LLC 920 Towne Center Drive $46,962
Wilmington, NC
PK River Shops North 8711 N. River Crossing $2,990
Indianapolis, IN
Providence Town Centre 51 Town Center Drive $11,908
Collegeville, PA
Circle Centre Development 49 W. Maryland St. $39,971
Indianapolis, IN
Bloomingdale Court, LLC 270-420 W Army Trail Rd. $8,629
Bloomingdale, IL
Shopping Center Assoc. 250 Menlo Park Drive $17,288
Edison, NJ
Shopping Center Assoc. 418 Menlo Park Drive $2,192
Edison, NJ
King of Prussia Assocs. 211 Mall Boulevard $13,921
King of Prussia, PA
Southaven Towne Center II $6,165
The Shoppes at 2040 Hamilton Place $4,253
Hamilton Place Chattanooga, TN
AMREIT Uptown Park, LP Houston, Texas $11,334
Level 3 Communications $2,282
The Cure Amount for each Purchased Contract raised by
Constellation NewEnergy Inc. and Constellation NewEnergy - Gas
Division LLC, Ecolab Inc., and Edward Don & Company will be
subject to determination either by (i) express agreement among the
Debtors, the affected counterparty, the Buyer, and GECC, in its
capacity as Agent, or (ii) further order of the Court.
The following leases (i) will be Designation Rights Assets of the
Closing, and (ii) will not be assumed, assigned and sold absent
further order of the Court:
Counterparty Leased Property
------------ ---------------
Brixmor Property Group, Inc. Marlton Crossing
25 Route 73 South
Marlton, NJ
Brixmor Property Group, Inc. 910-918 West Dundee Road
Arlington, IL
Street Retail, Inc. 1201 Joyce St., #C-10
Arlington, VA
General Growth Properties, Inc. 10300 Little Patuxent Pkwy
Suite 3040
Arlington, VA
General Growth Properties, Inc. 8030 Renaissance Pkwy.
Suite 885
Durham, NC
DDRTC Birkdale Village, LLC 8711 Lindholm Drive
Huntersville, NC
DDRTC Overlook at King of Prussia 330 Goddard Blvd.
King of Prussia, PA
WRI Fiesta Trails, LP 12651 Vance Jackson
Suite 110
San Antonio, Texas
The Debtors are represented by Robert S. Brady, Esq., and Robert
F. Poppiti, Jr., Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware; and Adam H. Friedman, Esq., Jordanna L.
Nadritch, Esq., and Jonathan T. Koevary, Esq., at OLSHAN FROME
WOLOSKY LLP, in New York.
CRI is represented by Curtis A. Hehn, Esq. --
chehn@offitkurman.com -- at Offit Kurman, P.A., in Wilmington,
Delaware; and William B. Underwood, III, Esq. --
bunderwood@ujsmlaw.com -- at Underwood, Jones, Scherrer & Malouf,
PLLC, in Houston, Texas.
Bellemead Development is represented by Kevin S. Mann, Esq. --
kmann@crosslaw.com -- at Cross & Simon, LLC, in Wilmington,
Delaware.
CBL & Associates is represented by William F. Taylor, Jr., Esq. --
wtaylor@mccarter.com -- and Kate R. Buck, Esq. --
kbuck@mccarter.com -- at MCCARTER & ENGLISH, LLP, in Wilmington,
Delaware.
Simon Property is represented by Ronald M. Tucker, Esq. --
rtucker@simon.com
Brixmor Property is represented by Matthew G. Summers, Esq. --
summersm@ballardspahr.com -- and Leslie C. Heilman, Esq. --
heilmanl@ballardspahr.com -- at BALLARD SPAHR LLP, in Wilmington,
Delaware; and David L. Pollack, Esq. -- pollack@ballardspahr.com -
- and Jon T. Pearson, Esq. -- pearsonj@ballardspahr.com -- at
BALLARD SPAHR LLP, in Philadelphia, Pennsylvania.
Kite Greyhound is represented by Mark L. Desgrosseilliers, Esq. --
mdesgrosseilliers@wcsr.com -- at Womble Carlyle Sandridge & Rice,
LLP, in Wilmington, Delaware; and Mark A. Bogdanowicz, Esq. --
mbogdanowicz@HowardandHoward.com -- at Howard & Howard Attorneys,
P.C., in Peoria, Illinois.
Level 3 Communications is represented by Laurie A. Krepto, Esq. --
lkrepto@mmwr.com -- at MONTGOMERY MCCRACKEN WALKER & RHOADS, LLP,
in Wilmington, Delaware; and Bonnie N. Hackler, Esq. --
bhackler@hallestill.com -- at HALL, ESTILL, HARDWICK, GABLE GOLDEN
& NELSON, P.C., in Tulsa, Oklahoma.
DDR Corp. is represented by Robert L. LeHane, Esq., Gilbert R.
Saydah Jr., Esq., and Timothy B. Martin, Esq., at KELLEY DRYE &
WARREN LLP, in New York.
About Fox and Hound
Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.
As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees. Sales decreased by
approximately 9 percent over the past two years. The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.
F&H estimated assets in excess of $100 million. According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent. The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent. Unsecured
trade suppliers and landlords are owed $11.2 million.
The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.
The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.
The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
local counsel, Olshan Frome Wolosky LLP as general counsel,
Imperial Capital LLC as financial advisor, and Epiq Bankruptcy
Solutions as claims and noticing agent.
The U.S. Trustee has appointed seven members to an official
committee of unsecured creditors.
FANNIE MAE: Reports $84 Billion Annual Profit
---------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
Fannie Mae said it had an annual profit of $84 billion for 2013, a
banner year in which strong home-price gains in housing markets
across the U.S. powered the mortgage-finance giant to an
astounding rebound.
According to the report, Fannie also said it would pay $7.2
billion to the U.S. Treasury this month after it reported a $6.5
billion fourth-quarter profit.
The payment means the mortgage-finance giant, together with its
smaller rival Freddie Mac, will do what many considered impossible
just two years ago: They will have paid more in dividends to the
government -- around $192.5 billion -- than the $187.5 billion
they received from the U.S. Treasury for their 2008 bailouts, the
report related.
The milestone mostly is symbolic because there is no mechanism for
the companies to actually pay off the equity stakes that the
government took in firms, meaning the firms can?t exit government
control, the report further related. Their bailout agreements
require them to send all of their profits to the Treasury in
perpetuity.
Fannie?s fourth-quarter profit compared with a year earlier gain
of $7.6 billion, and its annual profit compared with a year-
earlier gain of $17.2 billion, the report said.
About Fannie Mae
Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.
The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.
Conservatorship
Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008. Fannie Mae has not
received funds from Treasury since the first quarter of 2012. The
funding the company has received under the senior preferred stock
purchase agreement with the U.S. Treasury has provided the company
with the capital and liquidity needed to maintain its ability to
fulfill its mission of providing liquidity and support to the
nation's housing finance markets and to avoid a trigger of
mandatory receivership under the Federal Housing Finance
Regulatory Reform Act of 2008. For periods through March 31,
2013, Fannie Mae has requested cumulative draws totaling $116.1
billion. Under the senior preferred stock purchase agreement, the
payment of dividends cannot be used to offset prior Treasury
draws. Accordingly, while Fannie Mae has paid $35.6 billion in
dividends to Treasury through March 31, 2013, Treasury still
maintains a liquidation preference of $117.1 billion on the
company's senior preferred stock.
In August 2012, the terms governing the company's dividend
obligations on the senior preferred stock were amended. The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve. Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the company's net worth as of the end of
the preceding quarter exceeds an applicable capital reserve
amount. The applicable capital reserve amount is $3.0 billion for
each quarter of 2013 and will be reduced by $600 million annually
until it reaches zero in 2018.
The amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion. Fannie Mae is not permitted to redeem
the senior preferred stock prior to the termination of Treasury's
funding commitment under the senior preferred stock purchase
agreement.
FIRST SECURITY: Modifies Stock Awards for Executive Officers
------------------------------------------------------------
The Compensation Committee of the Board of Directors of First
Security Group, Inc., approved a modification to the awards of
restricted stock and stock options previously granted on July 27,
2013, under the First Security Group, Inc., 2012 Long-Term
Incentive Plan for certain members of executive and senior
management. On Feb. 28, 2014, each affected recipient of the
Equity Awards consented to the Modification.
Prior to the Modification, the Equity Awards vested in
substantially equal one-third annual increments over three years;
following the modification, the Equity Awards vest in
substantially equal one-fifth annual increments over five years,
with full vesting on July 24, 2018. The terms of the Equity
Awards are otherwise unchanged.
The Compensation Committee determined that the Modification was
advisable based on the resulting enhancement to profitability in
2014 and 2015 and because it incentivizes existing management to
remain with First Security for two additional years.
In order to encourage certain recipients of the Equity Awards to
consent to the Modification, the Compensation Committee also
authorized a grant of an aggregate of 96,250 additional stock
options. The Supplemental Stock Options vest over a five-year
period in accordance with the Modification and are exercisable at
$2.33 per share, the closing price of First Security's common
stock on the date of the original grant. The Supplemental Stock
Options are otherwise identical to the original stock options and
are subject to other terms and conditions of the Plan and to the
specific stock option award.
About First Security Group
First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010. Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees. In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.
First Security incurred a net loss of $37.57 million in 2012, a
net loss of $23.06 million in 2011 and a net loss of $44.34
million in 2010. The Company's balance sheet at Sept. 30, 2013,
showed $1.01 billion in total assets, $928.46 million in total
liabilities and $83.38 million in total shareholders' equity.
"[T]the Company raised substantial capital subsequent to December
31, 2012. However, the Company has incurred significant recurring
net losses, primarily from higher provisions for loan losses and
expenses associated with the administration and disposition of
nonperforming assets. In addition, both the Company and its bank
subsidiary, (FSG Bank), are under regulatory enforcement orders
issued by their primary regulators. FSG Bank is not in compliance
with its regulatory enforcement order which requires, among other
things, increased minimum regulatory capital ratios. FSG Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action," according to the
Company's annual report for the year ended Dec. 31, 2012.
FREE LANCE-STAR: Files Schedule of Assets and Liabilities
---------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg, Va., filed
with the U.S. Bankruptcy Court for the Eastern District of
Virginia its schedules disclosing $40,809,660 in total assets and
$48,538,612 in total liabilities.
DSP Acquisition, LLC, holds a $37,902,844 secured claim arising
from a prepetition secured credit agreement.
Unsecured priority claims totaling $2,311,892 include:
Wages, salaries & commissions $1,931,870
Contributions to employee benefit plans 162,083
Taxes & Debts Owed to Governmental Units 217,936
Unsecured non-priority claims total $8,323,876.
Full-text copies of the Schedules are available at:
http://bankrupt.com/misc/FREELANCESTARsal0221.pdf
About The Free Lance-Star Publishing
The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III. FLS's single, seven-day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community. FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX. FLS owns the
community and news portal http://www.fredericksburg.com/
FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014. William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.
Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.
The Debtors have tapped Tavenner & Beran, PLC, as counsel; and
Protiviti, Inc., as financial advisor.
Judge A. Robbins, U.S. Trustee for Region 4, appointed three
members to the official committee of unsecured creditors.
GENIUS BRANDS: Director William McDonough Quits
-----------------------------------------------
William McDonough resigned from his position as a director of
Genius Brands International, Inc., on Feb. 27, 2014. Mr.
McDonough did not resign due to any disagreement with the Company
or its management regarding any matters relating to the Company's
operations, policies or practices.
On Feb. 27, 2014, the Company's Board of Directors appointed
Anthony Thomopoulos as a director of the Company. Mr. Thomopoulos
served as the Chairman of United Artist Pictures from 1986 to 1989
and formed Thomopoulos Pictures, an independent production company
of both motion pictures and television programs in 1989 and has
served as its chief executive officer since 1989. From 1991 to
1995, Mr. Thomopoulos was the president of Amblin Television, a
division of Amblin Entertainment. Mr. Thomopoulos served as the
President of International Family Entertainment, Inc., from 1995
to 1997. From June 2001 to January 2004, Mr. Thomopoulos served
as the Chairman and chief executive officer of Media Arts Group, a
NYSE listed company. Mr. Thomopoulos served as a state
commissioner of the California Service Corps. under Governor
Schwarzenegger from 2005 to 2008. Mr. Thomopoulos is also a
founding partner of Morning Light Productions. Since he founded
it in 2008, Mr. Thomopoulos has operated Thomopoulos Productions
and has served as a consultant to BKSems, USA, a digital signage
company. Mr. Thomopoulos is an advisor and a member of the
National Hellenic Society and holds a degree in Foreign Service
from Georgetown University and sat on its Board of Directors from
1978 to 1988. Mr. Thomopoulos was chosen as a director of the
Company based on his entertainment industry experience.
Mr. Thomopoulos has no family relationship with any of the
executive officers or directors of the Company. There are no
arrangements or understandings between Mr. Thomopoulos and any
other person pursuant to which he was appointed as a director of
the Company.
About Genius Brands
San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.
Genius Brands incurred a net loss of $2.06 million in 2012
following a net loss of $1.37 million in 2011. As of Sept. 30,
2013, the Company had $1.55 million in total assets, $4.96 million
in total liabilities and a $3.41 million total stockholders'
deficit.
GEOMET INC: Inks Seventh Amendment to 2011 Credit Agreement
-----------------------------------------------------------
GeoMet, Inc., Bank of America, N.A., as administrative agent and
the banks party thereto executed an amendment, effective Feb. 28,
2014, to the Fifth Amended and Restated Credit Agreement, dated as
of Oct. 14, 2011, by and among the Company, the Administrative
Agent, the financial institutions as lenders and the other agents.
The Seventh Amendment amends the Credit Agreement to, among other
things, extend the date on which all amounts owing under the
Credit Agreement are due and payable from April 1, 2014, to the
earliest to occur of:
(i) June 30, 2014;
(ii) the closing of the sale by the Company and its wholly-owned
subsidiaries, GeoMet Operating Company, Inc., and GeoMet
Gathering Company, LLC, of substantially all of their
remaining assets to ARP Mountaineer Production, LLC,
pursuant to the previously announced Asset Purchase
Agreement dated as of Feb. 13, 2014, or the sale of the
Assets pursuant to a Substitute Purchase Agreement; or
(iii) the termination of the Purchase Agreement or any Substitute
Purchase Agreement.
The Seventh Amendment also amends the Credit Agreement to provide
a waiver of the delivery requirements for the 2014 draft annual
budget (due Feb. 28, 2014) and a reserve report as of Dec. 31,
2013, (due May 1, 2014). Additionally, the Seventh Amendment
provides that the Company will apply the proceeds from the
consummation of the Asset Sale to repay the amounts outstanding
under the Credit Agreement in full.
Approval of the Asset Sale will be submitted to the Company's
stockholders for their consideration, and the Company will file a
definitive proxy statement to be used to solicit stockholder
approval of the transaction with the U.S. Securities Exchange
Commission.
A copy of the Seventh Amendment to Fifth Amended Credit Agreement
is available for free at http://is.gd/jpG40w
About Geomet Inc.
Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas. Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia. It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia. As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.
For the year ended Dec. 31, 2012, the Company incurred a net loss
of $149.95 million on $39.38 million of total revenues, as
compared with net income of $2.81 million on $35.61 million of
total revenues in 2011. The Company's balance sheet at Sept. 30,
2013, showed $58.35 million in total assets, $92.15 million in
total liabilities, $41.19 million in mezzanine equity, and a
$74.99 million total stockholders' deficit.
Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012. The independent auditors noted
that the Company has suffered recurring losses, has a working
capital deficit of $4,659,296 at Dec. 31, 2012, and expects to
reclassify approximately $129,000,000 of long-term debt to current
liabilities on April 2, 2013. These conditions, among others,
raise substantial doubt about its ability to continue as a going
concern.
GEORGIA PECAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Georgia Pecan Company LLC
710 Ashburn Hwy
PO Box 410
Sylvester, GA 31791
Case No.: 14-10333
Chapter 11 Petition Date: March 14, 2014
Court: United States Bankruptcy Court
Middle District of Georgia (Albany)
Debtor's Counsel: Shelba D. Sellers, Esq.
SELLERS & MITCHELL, P.C.
106 Euclid Drive
P.O. Box 1157
Thomasville, GA 31799
Tel: 229-226-9888
Fax: 229-226-1100
Email: shelba_sellers@yahoo.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Janice Craft, president and CEO.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
GRAND CENTREVILLE: James Sohn Balks at Sale of Shopping Center
--------------------------------------------------------------
James R. Schroll, Esq., on behalf of party-in-interest James Y.
Sohn, opposed Grand Centreville LLC's motion to approve bidding
procedures to govern the sale of the Debtor's assets.
On March 16, 2009, Mr. Sohn entered into a transaction with Grand
Equity, LLC, in which Mr. Sohn acquired a substantial interest in
Grand Centreville. In the same transaction, Mr. Sohn acquired
from Min Sik Kang and Man Sun Kang a 51% interest in Grand
Formation, LLC, the managing member of Grand Centreville. Since
March 2009, until the appointment of the receiver for Grand
Centreville in June 2013, Mr. Sohn directed the operations of the
Old Centreville Crossing Shopping Center, located at 13810-13860
Braddock Road, Centreville, Virginia 20121, the Debtor's sole
asset.
According to Mr. Sohn, a sale of the shopping center is not
justified under Section 363 of the Bankruptcy Code; has not been
proposed in good faith; and not in the best interest of creditors.
Mr. Sohn related that the sale was part of a settlement among the
Debtor, Raymond A. Yancey, in his capacity as Chapter 11 trustee
for Min Sik Kang and Man Sun Kang, Black Creek Consulting, Ltd.,
as receiver for Grand Centreville, and Wells Fargo Bank, N.A. as
trustee for the registered holders of JP Morgan Chase Commercial
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2005-CIBC13.
The settlement, among other things, provides for:
-- the sale of the shopping center for an amount not less
than $40 million and to close on or before July 15, 2014;
and
-- payment in full of the amount outstanding under the loan,
plus the yield maintenance charge of $1.455 million, plus
minimum default interest of $2.0 million plus an additional
default interest sale proceeds payment of at least
$1.0 million, plus attorney's fees and costs.
About Grand Centreville
Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013. The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver. Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represent the Debtor as counsel.
The Debtor owns the real property located at 13810-13860 Braddock
Road, Centreville, Virginia. In its schedules, the Debtor
disclosed $40,550,046 in assets and $26,247,602 in liabilities as
of the petition date.
Wells Fargo Bank, N.A. -- as trustee for the registered holders of
JP Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-CIBC13, the
secured creditor of Grand Centreville, LLC -- has sought dismissal
of the Debtor's Chapter 11 case. It insists that the bankruptcy
case was filed in bad faith and that the Receiver has no standing
to file the bankruptcy petition.
GRAND CENTREVILLE: Global Settlement With Wells Fargo Opposed
-------------------------------------------------------------
James Y. Sohn, a party-in-interest, objected to the settlement
among:
-- Grand Centreville, LLC,
-- Raymond A. Yancey, in his capacity as Chapter 11 trustee
for Min Sik Kang and Man Sun Kang,
-- Black Creek Consulting, Ltd., as receiver for Grand
Centreville, and
-- Wells Fargo Bank, N.A. as trustee for the registered
holders of JP Morgan Chase Commercial Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series
2005-CIBC13.
Mr. Sohn asserted that the settlement is not the global settlement
that the parties claim that it is. Mr. Sohn also said the parties
have not met their burden to prove that the patently unfair
settlement is fair and equitable, nor have they articulated any
sound business reason for the sale that the Settlement describes.
The receiver's authority to carry out the terms of the settlement
is also questionable.
According to Mr. Sohn, on Oct. 25, 2013, LNR Partners LLC filed a
motion to dismiss the Debtor's case. The motion to dismiss
challenges, inter alia, the receiver's authority to file for
bankruptcy protection for the Debtor. On Jan. 14, 2014, the
evening before the scheduled hearing on the motion to dismiss, the
receiver, trustee and the secured lender reached a global
settlement on the motion to dismiss. Mr. Sohn said he was kept in
the dark about the terms of, or even the possibility of, the
settlement until arriving at the hearing.
The settlement, among other things, provides for:
-- the sale of the shopping center for an amount not less
than $40 million and to close on or before July 15, 2014;
and
-- payment in full of the amount outstanding under the loan,
plus the yield maintenance charge of $1.455 million, plus
minimum default interest of $2.0 million plus an additional
default interest sale proceeds payment of at least
$1.0 million, plus attorney's fees and costs.
Mr. Sohn said that the motion fails to show that the Settlement
falls even close to the range of reasonableness required, or that
the settlement is fair and equitable to any party other than those
who are party to the settlement.
In a separate filing, Yeon K. Han, an interested party, also asked
Court to deny approval of the Settlement.
Mr. Han is the owner of 9% of the equity interest in the Debtor.
Mr. Han is similarly situated as Mr. Sohn -- the owner of a 51%
equity interest -- who has filed an opposition to this matter.
About Grand Centreville
Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013. The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver. Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represent the Debtor as counsel.
The Debtor owns the real property located at 13810-13860 Braddock
Road, Centreville, Virginia. In its schedules, the Debtor
disclosed $40,550,046 in assets and $26,247,602 in liabilities as
of the petition date.
Wells Fargo Bank, N.A. -- as trustee for the registered holders of
JP Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-CIBC13, the
secured creditor of Grand Centreville, LLC -- has sought dismissal
of the Debtor's Chapter 11 case. It insists that the bankruptcy
case was filed in bad faith and that the Receiver has no standing
to file the bankruptcy petition.
GREEN EARTH: Signs Consulting Agreement with MAHARG Holdings
------------------------------------------------------------
Green Earth Technologies, Inc., announced a consulting agreement
with MAHARG Holdings Corporation, a minority veteran owned
consulting firm with over 85 years of combined government
experience. MHC will sell GET products pursuant to government
contracts, provide direct access to oil fields in the United
States and abroad, explore environmental remediation opportunities
throughout the United States and include GET products within a
number of foreign government activities in which MHC and its
network is currently working.
"We're retaining MHC to provide services related to and in support
of our current efforts which they have expertise," said Jeffrey
Loch, president and CMO of Green Earth Technologies, "especially
in the areas of government contracting and federal funding as they
will assist us through the complex maze of our Government
procurement process."
"As a longtime admirer of the outstanding work that GET has done
in the biodegradable lubricant world, we look forward to providing
assistance in this and other industries, including well service,
that are looking for green solutions to support their
environmental initiatives," said Darrell Graham, pPresident of
MAHARG Holdings Corporation.
Details of the agreement include shares of restricted GET stock to
MAHARG Holdings Corporation as well as a small percentage of gross
profit margins on GET sales secured through their efforts.
As compensation for MHC's services to be rendered under the
Agreement, the Company will pay MHC commissions based on its gross
profit margins on sales generated through MHC. The commissions
range from 3 percent to 5 percent depending the gross profit
margin. In addition, the Company agreed to the issuance of
12,000,000 shares of its Common Stock to MHC. Those shares will
be "restricted securities" as such term is defined under Rule 144
promulgated under the Securities Act of 1933, as amended. The
Agreement expires Feb. 18, 2017.
About Green Earth Technologies
White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products. The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.
Green Earth reported a net loss of $6.59 million on $8.03 million
of net sales for the year ended June 30, 2013, as compared with a
net loss of $11.26 million on $7.38 million of net sales during
the prior year.
The Company's balance sheet at Dec. 31, 2013, showed $8.44 million
in total assets, $21.40 million in total liabilities and a $12.95
million total stockholders' deficit.
Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013. The independent auditors noted
that the Company's losses, negative cash flows from operations,
working capital deficit, related party note currently in default
and its ability to pay its outstanding liabilities through fiscal
2014 raise substantial doubt about its ability to continue as a
going concern.
GREEN FIELD: Exclusive Plan Filing Date Expires May 10
------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware extended Green Field Energy Services, Inc., et al's
exclusive plan filing period until May 10, 2014.
Prior to the approval of the Debtors' extension request, the
Official Committee of Unsecured Creditors objected, stating that
it is time to let the creditors decide their own fate. The
Committee said it can produce a confirmable plan promptly and, if
given the opportunity, will do so expeditiously, affording the
Court a more efficient and effective means for resolving the case.
The Committee said that it has engaged in negotiations and
discussions with the Debtors on terms relating to a consensual
plan of liquidation. According to the Committee, its negotiations
with the Debtors regarding the Plan ultimately resulted to the
following terms:
(i) sale proceeds beyond satisfaction of administrative,
priority, and miscellaneous secured claims will be vested
in a liquidation trust;
(ii) SWEPI, LP ("Shell"), has agreed to waive all secured and
unsecured claims (exceeding $100 million) for a
distribution of $5 million and a release of all estate
claims;
(iii) the Debtors' primary owner, Michael Moreno, will no longer
receive a release, and all estate claims against Moreno
will be vested in the Trust;
(iv) miscellaneous preference and other avoidance actions are
preserved and also vested in the Trust; and
(v) the Noteholders and unsecured creditors will share
beneficial interests in the Trust on a pro rata basis,
though the Noteholders are afforded an additional 10% Trust
interest to account for Noteholder liens and usage of their
cash collateral.
The Creditors' Committee believes that the plan containing the
terms fairly treats unsecured creditors, is value maximizing, and
represents an appropriate conclusion to this bankruptcy. The
Committee said its conclusion is based on substantial due
diligence and analysis, as well as Judge Felsenthal's report.
The Committee is represented by Steven K. Kortanek, Esq., Kevin J.
Mangan, Esq., and Morgan L. Patterson, Esq., at WOMBLE CARLYLE
SANDRIDGE & RICE, LLP, in Wilmington, Delaware; Robert J. Stark,
Esq., and Andrew Dash, Esq., at BROWN RUDNICK LLP, in New York;
and Howard L. Siegel, Esq., at BROWN RUDNICK LLP, in Hartford,
Connecticut.
About Green Field Energy
Green Field Energy Services, Inc., is an independent oilfield
services company that provides a wide range of services to oil and
natural gas drilling and production companies to help develop and
enhance the production of hydrocarbons. The Company's services
include hydraulic fracturing, cementing, coiled tubing, pressure
pumping, acidizing and other pumping services.
Green Field Energy and two affiliates filed Chapter 11 petitions
in Delaware on Oct. 27, 2013, after defaulting on an $80 million
credit provided by an affiliate of Royal Dutch Shell Plc (Bankr.
D. Del. Case No. 13-bk-12783).
The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.
The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.
In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.
Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.
Green Field's bankruptcy is being financed with a $30 million loan
from BG Credit Partners LLC and ICON Capital LLC.
The Bankruptcy Court authorized the United States Trustee for
Region 3 to appoint Steven A. Felsenthal, Esq., as examiner.
GREEN FIELD: Disclosure Statement OK'd, Plan Hearing on April 23
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware on March 14 approved the disclosure statement explaining
Green Field Energy Services, Inc., et al.'s Plan of Liquidation
and scheduled the hearing to consider confirmation of the Plan for
April 23, 2014, at 2:00 p.m. (Eastern Time). Objections to the
confirmation of the Plan are due April 15.
Allowed general unsecured claims estimated to total $78,800,000,
will be paid 13% of their full amount, while allowed senior
noteholder claims estimates to total $254,000,000 will be paid 25%
of their asserted amount.
The Liquidation Plan is premised upon a settlement reached by and
among the Debtors, SWEPI, LP ("Shell"), Michel Moreno and Turbine
Powered Technology, LLC, which centers around the contribution of
the MOR/TGS Interests by the Moreno Entities to NewCo in exchange
for certain interests in NewCo and the releases by Debtors and
certain holders of claims. The Plan is premised upon a waiver of
Deficiency Claim of the Senior Secured Notes Indenture Trustee and
Senior Secured Noteholders.
The Plan provides for (a) the contribution (i) of the Moreno
Entities to the NewCo of their 90.40767% interests in MOR DOH
Holdings, L.L.C., and (ii) the Debtors? equity interests in
Turbine Powered Technology, LLC, by the Debtors to NewCo, in
exchange for (b)(i) the distribution of interests in NewCo to the
Noteholders and the Moreno Entities and (ii) the releases by
Debtors and the releases by Holders of Claims.
The Plan also provides for the liquidation of the assets of the
estates, including the investigation and prosecution of (a) Estate
Causes of Action by a Liquidation Trust to be formed pursuant to
the Plan and a Liquidation Trust Agreement and (b) Avoidance
Actions by a Litigation Trust to be formed pursuant to the Plan
and a Litigation Trust Agreement.
A full-text copy of the Second Amended Plan, dated March 13, 2014,
is available at http://bankrupt.com/misc/GREENFIELDplan0314.pdf
A full-text copy of the Second Amended Disclosure Statement is
available at http://bankrupt.com/misc/GREENFIELDds0314.pdf
About Green Field Energy
Green Field Energy Services, Inc., is an independent oilfield
services company that provides a wide range of services to oil and
natural gas drilling and production companies to help develop and
enhance the production of hydrocarbons. The Company's services
include hydraulic fracturing, cementing, coiled tubing, pressure
pumping, acidizing and other pumping services.
Green Field Energy and two affiliates filed Chapter 11 petitions
in Delaware on Oct. 27, 2013, after defaulting on an $80 million
credit provided by an affiliate of Royal Dutch Shell Plc (Bankr.
D. Del. Case No. 13-bk-12783).
The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.
The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.
In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.
Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.
Green Field's bankruptcy is being financed with a $30 million loan
from BG Credit Partners LLC and ICON Capital LLC.
The Bankruptcy Court authorized the United States Trustee for
Region 3 to appoint Steven A. Felsenthal, Esq., as examiner.
GRUBB & ELLIS: Trustee Seeks To Claw Back Payments To Ex-VP
-----------------------------------------------------------
Law360 reported that the Chapter 11 administrator for Grubb &
Ellis Co. filed an adversary suit in New York bankruptcy court
seeking to claw back $650,000 in compensation to its former
executive vice president, saying the payments are avoidable
preferential transfers under bankruptcy law.
According to the report, the adversary suit by plan administrator
Linda Duer requests an order and judgment by the court against
Jacob Van Berkel, who also served as chief operating officer, for
the transfer of funds in the year leading up to the bankruptcy
petition filings.
About Grubb & Ellis
Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world. It is one of the oldest and most recognized
brands in the industry.
Grubb & Ellis and 16 affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc. The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.
Judge Martin Glenn presides over the case. The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case. Kurtzman Carson Consultants is the claims
and notice agent.
BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.
On March 27, 2012, the Court approved the sale to BCG. An auction
was cancelled after no rival bids were submitted. Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties. BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline. Otherwise, the
cash component would have been $14 million.
Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery. Grubb & Ellis
Co. was renamed Newmark Grubb Knight Frank following the sale.
Grubb & Ellis filed a liquidating Chapter 11 plan which gives
unsecured creditors an expected recovery between 1.7% and 4.7%.
The Court approved the explanatory disclosure materials in January
2013, and confirmed the Plan on March 6. The Plan was declared
effective early in April 2013.
HAMILTON METALS: Deloitte Serves as Advisor on Restructuring
------------------------------------------------------------
With the help of Deloitte Corporate Finance LLC and Deloitte
Transactions and Business Analytics LLP's Corporate Restructuring
Group, Hamilton Metals, Inc. recently restructured its business
operations and refinanced $50 million of its existing debt. DCF
acted as the financial advisor to Hamilton Metals in connection
with the execution of the new credit facilities, and Deloitte CRG
provided the organization with financial advisory and
restructuring services.
Deloitte CRG was initially engaged to assist Hamilton Metals in
performing an analysis of its operational and financial
performance. Subsequently, Hamilton Metals also engaged DCF to
assist management in identifying and raising additional sources of
capital.
DCF approached a variety of senior and subordinated lending
sources and received multiple term sheets from various capital
providers within weeks of commencing the process. Hamilton Metals
was successful in completing its restructuring plan and raising
additional capital.
"With the help of Deloitte we were able to successfully refinance
our existing debt and restructure our business operations.
Additionally, DCF's experience and relationships with different
funding sources was fundamental in positioning Hamilton Metals to
several senior lenders and helping to ensure an expedited process
under the current capital constraints," said Jim Millman, chief
executive officer and founder, Hamilton Metals.
"Improved operations, new credit facilities, and additional
liquidity are expected to assist Hamilton Metals to rebound
quickly. Capitalizing on year-over-year revenue growth should
help improve Hamilton Metals' marketplace competitiveness as 2014
begins," said Paul Warley, managing director, Deloitte Corporate
Finance LLC.
Scott Pinsonnault , Deloitte CRG director, Deloitte Transactions
and Business Analytics LLP, added, "Hamilton Metals engaged
Deloitte CRG at a critical time to assist management in
restructuring its balance sheet to provide more operational
flexibility. With its reorganization now complete, Hamilton
Metals can continue to grow domestic and foreign operations
serving its blue chip customer base."
About Hamilton Metals, Inc.
Hamilton Metals, Inc. based in Houston, Texas is a stocking
distributor of Mechanical Tubing, OCTG Tubing, Casing and Coupling
Stock and Semi-Finished products for the Oil and Gas industry.
Through its international distribution centers in Asia, Europe,
Canada, and Mexico, Hamilton Metals is focused on having a
comprehensive offering of corrosion resistant alloy ("CRA")
inventory to provide its customers with the highest quality of
products delivered exactly when and where it is needed.
HAPPY HOMES: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Happy Homes Properties, Inc.
2091 Alta Vista Drive
Vista, CA 92084
Case Number: 14-01885
Involuntary Chapter 11 Petition Date: March 13, 2014
Court: United States Bankruptcy Court
Southern District of California (San Diego)
Judge: Louise DeCarl Adler
Petitioner's Counsel: Pro Se
Debtor's petitioner:
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
Timothy Anders Debt $16,000
1119 S. Mission Rd. #102
Fallbrook, CA 92028
760-728-3161
HAROLD P. DEW: Chapter 11 Trustee Takes Over
--------------------------------------------
Bankruptcy Judge Randy D. Doub granted the request of the
Unsecured Creditors Committee to appoint a Chapter 11 trustee in
the Chapter 11 cases of Harold P. Dew and Bettie P. Dew, and named
Richard Dewitte Sparkman as the Chapter 11 Trustee.
The Dews objected. Geneva Lafferty Martin, Trustee under
Revocable Trust, and Martin Family, LP on November 1, 2013,
supported the request. The Bankruptcy Administrator filed a "No
Objection" recommendation.
Harold P. Dew and Bettie P. Dew filed a Chapter 11 bankruptcy
petition (Bankr. E.D.N.C. Case No. 13-02284-8-RDD) on April 8,
2013. They are engaged in the business of selling and renting
mobile homes in a mobile home park called Westwood Village Mobile
Home Park in Greenville, North Carolina. The Debtors acquired the
Park in 1997 for the purchase price of $1,395,000. The Debtors own
a 100% interest in HPD, LLC, which previously filed a Chapter 11
petition on July 11, 2012, with Case No. 12-05036-8-RDD. HPD is
currently operating pursuant to a Chapter 11 Plan, which was
confirmed on Jan. 15, 2013. In 2007, the Debtors transferred title
in the Park to HPD. HPD owns and operates the Park.
Various creditors assert claims based on loans made to the
Debtors. The Debtors have unsecured claims totaling $2,272,595.47
as of the petition date.
The Committee sought appointment of a Chapter 11 Trustee based on
allegations of dishonesty, incompetence, and gross mismanagement
of the affairs of the Debtors.
A copy of the Court's March 10, 2014 Memorandum Opinion is
available at http://is.gd/sLT4XTfrom Leagle.com.
HD SUPPLY: Presented at Raymond James Investors Conference
----------------------------------------------------------
HD Supply, Inc., provided the U.S. Securities and Exchange
Commission a copy of a slide presentation that was used at the
2014 Raymond James Institutional Investors Conference on March 4,
2014, and may be used by HD Supply Holdings, Inc., and HD Supply,
Inc., in various other presentations.
The slide presentation contains the following topics:
* Company overview
* Facilities maintenance overview
* Waterworks overview
* Power solutions overview
* White cap overview
* Key growth strategies
* Financial summary
* Investment themes
A copy of the slide presentation is available for free at:
http://is.gd/WgHjHw
About HD Supply
HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling. HDS also
provides maintenance, repair and operations services. Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction. HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.
For the 12 months ended Feb. 3, 2013, the Company incurred a net
loss of $1.17 billion on $8.03 billion of net sales, as compared
with a net loss of $543 million on $7.02 billion of net sales for
the 12 months ended Jan. 29, 2012.
As of Nov. 3, 2013, the Company had $6.51 billion in total assets,
$7.21 billion in total liabilities and a $698 million total
stockholders' deficit.
* * *
As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.
HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.
HOSPITALITY STAFFING: Severance Benefits to Employees Approved
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Hospitality Liquidation I, LLC formerly known as HSS
Holding, LLC, et al., to pay severance benefits to certain
employees, provided that the severance benefits may not exceed
$91,000 in the aggregate.
The Debtors also are authorized to pay all payroll taxes and
processing fees associated with and all costs incident to, payment
of the severance benefits.
As reported in the Troubled Company Reporter on Feb. 11, 2014, the
Debtors related that Section 9.1 of the asset purchase agreement
with HS Solutions Corporation provides that the "Buyer will offer
employment to substantially all employees as of the closing date;"
however, the Buyer is not required to hire any employee for any
period of time after the closing.
Consistent with the APA, the Buyer offered employment to the
majority of the Debtors' 6,700 employees. Unfortunately, 27 of
the Debtors' management-level employees were left out.
The Debtors do not have a formal severance program and did not
seek authority to pay severance benefits at the onset of the case.
Still, for the critical reasons, the Debtors sought to pay
severance benefits to the employees in an amount equal to three
weeks of normal weekly wages, less any standard deductions;
provided, however, that such severance benefits will not exceed
$91,000 in the aggregate.
The Debtors said the bonuses will not be paid out for the
employees and the severance benefits will not include any amounts
owed for sick leave, vacation or other types of paid time off
benefits. The Buyer and DIP Lender have consented to the Debtors'
payment of the severance benefits to the employees and the DIP
Lender has funded the amount necessary to pay the severance
benefits, if approved.
The Debtors noted that their vice president of human resources is
included in the list of employees. The VP of Human Resources is
an officer of the Debtors in title only and does not partake in
making operational or strategic decisions or otherwise participate
in the management of the Debtors' businesses so as to be an
"insider" for purposes of Bankruptcy Code sections 101(31) or
503(c).
About Hospitality Staffing Solutions
Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.
Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania. The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp. Epiq Systems, Inc., is the Debtors' claims
and noticing agent. HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994.
The investor group is providing DIP financing. They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.
Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.
The Debtors filed for bankruptcy to facilitate a sale of the
business to HS Solutions Corporation, an entity formed by LJC
Investments I, LLC and a group of investors including Littlejohn
Opportunities Master Fund, L.P., Caymus Equity Partners and
Management, and SG Distressed Debt Fund LP. The investor group
acquired $22.9 million of the secured bank debt on Oct. 11, 2013.
That debt is in default.
The asset purchase agreement with HS Solutions was approved by the
Court on Dec. 13, 2013. The sale closed on Jan. 24, 2014.
HOWREY LLP: Ex-Partners, Trustee Forge Deal On Clawback Claims
--------------------------------------------------------------
Law360 reported that the trustee for folded law firm Howrey LLP
reached a settlement with several former partners over more than
$500,000 that was paid to them after the firm was insolvent,
according to a deal filed in California federal court.
According to the report, U.S. Bankruptcy Judge Dennis Montali
signed off on the agreement Wednesday, finding the parties had
come to equitable terms that seemed fair to both the estate and
the attorneys involved, according to the order.
About Howrey LLP
Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP. The filing
was in San Francisco, where the firm had an office. The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP. The firm at one time had more than 700 lawyers in 17
offices. The partners voted to dissolve in March 2011.
The firm specialized in antitrust and intellectual-property
matters. The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.
The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm. In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.
Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison. Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.
The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.
In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee. The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.
INTELLIPHARMACEUTICS INT'L: To Present at 2 Investor Conferences
----------------------------------------------------------------
Intellipharmaceutics International Inc. is scheduled to present at
the following two upcoming conferences.
* 26th Annual Roth Conference on March 10, 2014, at 11:00 am
(PDT) at The Ritz-Carlton in Dana Point, CA.
* 13th Annual Needham Healthcare Conference on April 8, 2014,
at 3:00 pm (EDT) at The Westin Grand Central Hotel, New York,
NY.
The presentations will be webcast live and may be accessed through
the Investor Relations' Events and Presentations section on
Intellipharmaceutics' Web site at www.intellipharmaceutics.com.
Please go to the Web site at least 15 minutes prior to the
applicable event to register, download and install any necessary
audio/video software. An archived replay will also be available
for 90 days following each live presentation.
About Intellipharmaceutics
Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada. Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs. Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals. Based on this technology,
Intellipharmaceuticshas a pipeline of product candidates in
various stages of development, including filings with the FDA in
therapeutic areas that include neurology, cardiovascular,
gastrointestinal tract, diabetes and pain.
Intellipharmaceutics incurred a net loss of US$11.49 million
for the year ended Nov. 30, 2013, following a net loss of
US$6.13 million for the year ended Nov. 30, 2012.
Deloitte LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Nov. 30, 2013. The independent auditors noted that
Company's recurring losses from operations and the accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.
INTERNATIONAL RECTIFIER: S&P Raises CCR to 'BB'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on El Segundo, Calif-based International Rectifier Corp. to
'BB' from 'BB-'. The outlook is stable.
"We base our upgrade primarily on our revision of IRF's financial
risk profile to "modest" from "intermediate," based on our
expectation that the company will improve its profitability and
FOCF over the next 12 months as revenue trends higher and as
ongoing restructuring efforts are realized," said Standard &
Poor's credit analyst Andrew Chang. "We further expect the
company will maintain a consistent financial policy and limit
potential future debt increases to less than 2x average EBITDA
through an industry cycle, which we believe will provide
sufficient debt capacity to fund potential midsize strategic
acquisitions," added Mr. Chang.
Standard & Poor's views IRF's business risk profile as "weak,"
reflecting the company's mid-tier position in the fragmented power
management industry, offset in part by its diverse product
portfolio and stable customer base owing to the long design cycle.
In addition, the company competes mainly against larger firms with
greater financial resources and product breadth. S&P believes
IRF's moderate industry position and high fixed costs, despite
recent restructuring efforts, render it less able to withstand
pricing pressures from competitors or a prolonged industry
downturn, as evidenced by EBITDA margins consistently lagging
those of its peers. S&P assess the company's management and
governance to be "fair."
S&P notes that IRF's business risk profile also incorporates its
expectation that the company's revenues and profitability will
experience volatility over an industry cycle. Revenues declined
for two consecutive fiscal years until recent quarterly
improvements, and profit margins are now improving after material
deterioration through fiscal 2013. However, IRF continues to cut
costs, including reducing its manufacturing footprint, which S&P
believes will enhance its long-term profitability and somewhat
temper overall volatility. S&P expects IRF's operating
performance to improve significantly in fiscal 2014 and 2015,
benefitting from new design wins in power management and an
improving cost structure. S&P further expects reduced capital
spending going forward to enhance IRF's FOCF. S&P views IRF's
country risk as "intermediate" and industry risk as "moderately
high."
ISTAR FINANCIAL: Incurs $155.7 Million Net Loss in 2013
-------------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
allocable to common shareholders of $155.76 million on $390.79
million of total revenues for the year ended Dec. 31, 2013, as
compared with a net loss allocable to common shareholders of
$272.99 million on $397.53 million of total revenues in 2012.
The Company incurred a net loss allocable to common shareholders
of $62.38 million in 2011.
As of Dec. 31, 2013, the Company had $5.64 billion in total
assets, $4.32 billion in total liabilities, $11.59 million in
redeemable noncontrollling interests, and $1.30 billion in total
equity.
A copy of the Form 10-K is available for free at:
http://is.gd/0o54vh
About iStar Financial
New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity. The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.
* * *
In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default
rating and revised the outlook to "positive" from "stable." The
revision of the outlook to positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile.
As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.
In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3. The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate. The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.
JACOBS ENTERTAINMENT: Debt Re-Pricing No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investors Service commented that Jacobs Entertainment,
Inc.'s proposed re-pricing of its $210 million first lien senior
secured term loan is moderately credit positive, but it does not
immediately impact the company's B3 Corporate Family Rating or
stable rating outlook.
Jacobs Entertainment Inc ("JEI") is the owner and operator of
gaming facilities located in Colorado, Nevada, Louisiana and
Virginia. The company owns five land-based casinos: The Lodge
Casino at Black Hawk ("the Lodge") and the Gilpin Hotel Casino
("the Gilpin"), both in Black Hawk, CO; the Gold Dust West Casino
in Reno, NV; the Gold Dust West-Carson City in Carson City, NV and
the Gold Dust West-Elko in Elko, NV. JEI also operates 23 truck
stop facilities in Louisiana. Additionally, the company owns
Colonial Downs, a racetrack in New Kent, Virginia. Annual net
revenues approximate $385 million.
JEI is a wholly-owned subsidiary of Jacobs Investments, Inc
("JII"). Jeffrey P. Jacobs, JEI's Chief Executive Officer and his
family trusts own 100% of JII's outstanding Class A and Class B
shares. Also, JEI directly and indirectly owns approximately about
18% of the outstanding common shares of MTR Gaming Group, Inc. (B3
stable).
JACKSONVILLE BANCORP: Charles Spencer Resigns as Director
---------------------------------------------------------
Charles F. Spencer gave notice of his retirement from the boards
of directors of Jacksonville Bancorp, Inc., and The Jacksonville
Bank, its wholly owned subsidiary, located in Jacksonville,
Florida, to be effective on April 22, 2014. As a result, Mr.
Spencer will not stand for re-election to the Company's board of
directors at the Company's 2014 Annual Meeting of Shareholders.
Mr. Spencer serves as a member of the Nominating and Corporate
Governance Committee of the Board.
Bylaws Amendment
The Board adopted Amended and Restated Bylaws for Jacksonville
Bancorp, Inc., to be effective Feb. 25, 2014. The principal
changes reflected in the Amended and Restated Bylaws (i) provide
that the Chairman of the Board, if provided by resolution of the
Board, will be an ex-officio member of all committees of the
Board, (ii) clarify the quorum requirements for committee
meetings, and (iii) allow committee members present at a committee
meeting, in the absence or disqualification of a member of the
committee, to unanimously appoint another director to act at the
meeting in place of the absent or disqualified member. The
changes are reflected in Article III, Section 13 and Article IV,
Section 5 of the Amended and Restated Bylaws. A copy of the
Amended and Restated Bylaws of Jacksonville Bancorp, Inc.,
effective Feb. 25, 2014, is available for free at:
http://is.gd/LwOUg2
About Jacksonville Bancorp
Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch. The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.
Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010. As of Sept. 30, 2013, the Company had $514.54
million in total assets, $481.82 million in total liabilities and
$32.72 million in total shareholders' equity.
"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%. As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU. If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes. Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.
JB AND COMPANY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: JB and Company, LLC
dba Bull O' The Woods
PO Box 774
Red River, NM 87558
Case No.: 14-10739
Chapter 11 Petition Date: March 14, 2014
Court: United States Bankruptcy Court
New Mexico (Albuquerque)
Judge: Hon. David T. Thuma
Debtor's Counsel: Arin Elizabeth Berkson, Esq.
MOORE, BERKSON & GANDARILLA, P.C.
3800 Osuna Rd NE, STE #2
Albuquerque, NM 87109
Tel: 505-242-1218
Fax: 505-242-2836
Email: mbglaw@swcp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timonthy L. Coon, managing member.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
JERRY'S NUGGET: Chapter 11 Reorganization Case Closed
-----------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada on March 4 entered a final decree closing the
Chapter 11 case of Jerry's Nugget, Inc., and Spartan Gaming LLC.
As reported in the Troubled Company Reporter on Feb. 6, 2014, the
Debtors, in their motion, stated that the Court confirmed their
Third Amended Joint Plan of Reorganization on Oct. 28, 2013. The
Debtors also added that all conditions for the occurrence of the
Effective Date have been met, and the Plan's Effective Date was
Nov. 26, 2013. Accordingly, the Plan was substantially
consummated on Dec. 19, 2013.
About Jerry's Nugget and Spartan Gaming
Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games. Jerry's Nugget also
contains a sports book, a keno area and a small live pit.
Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012. Jerry's Nugget, owned by the
Stamis family, has a 9.1-acre casino property in North Las Vegas.
The property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games. Jerry's Nugget also contains a
sports book, a keno area, and a small live pit. There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011. Spartan Gaming
owns 12 parcels of real property in Nevada. Two of the parcels
provide parking access for Jerry's Nugget.
Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon,
Esq., at Gordon Silver represent the Debtors. Jerry's Nugget
estimated assets and debts of $10 million to $50 million. Jerry's
Nugget said its current going concern value is at least
$8 million. Spartan Gaming estimated $1 million to $10 million in
assets and debts. The petitions were signed by Jeremy Stamis,
president.
In its schedules, Jerry's Nugget disclosed $12,378,944 in assets
and $10,771,442 in liabilities as of the Petition Date.
The law firm of Dorsey & Whitney represents US Bank; Morris Law
Group and H3 Law represent CRE; The Schwartz Law Firm represent
The George Stamis Family Trust, George Stamis and Effie Stamis.
The Debtors' Plan generally provides for the repayment of claims
against the Debtors as: (i) Allowed Secured Claims will be paid in
full with interest; (ii) Allowed Priority Claims will be paid in
full with interests; (iii) Allowed Administrative Convenience
Claims will be paid in full; and (iv) Allowed General Unsecured
Claims will be paid their pro rata portion of $2,500,000, which
will be funded by Debtors' ongoing operations and the $400,000 or
greater contribution from the Stamis Trusts. Existing Equity
Securities in JNI and Spartan Gaming will be canceled and 100
percent of the Reorganized Debtors' stock and membership issued to
the Stamis Trusts.
The Bankruptcy Court approved on June 28, 2013, the amended
disclosure statement describing the Debtors' Joint Plan. The
Court confirmed the Debtors' Third Amended Joint Plan of
Reorganization on Oct. 28. The Debtors said the Plan's Effective
Date was Nov. 26, and the Plan was substantially consummated on
Dec. 19.
JUMP OIL: Gets Final OK to Incur DIP Loan From Colonial Pacific
---------------------------------------------------------------
The Hon. Kathy A. Surratt-States of the U.S. Bankruptcy Court for
the Eastern District of Missouri on March 4, 2014, authorized, on
a final basis, Jump Oil Company, Inc., to incur secured and super-
priority postpetition financing a total of up to $300,000 in
initial principal amount from Colonial Pacific Leasing
Corporation, the prepetition lender.
As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant replacement liens on
all of the DIP loan collateral, and a superpriority administrative
claims status.
The Debtor will use the proceeds of the DIP Loan to bring the CP
Gas Stations into PCI Compliance and, if agreed by Colonial
Pacific in its sole discretion, in the operation of the Debtor's
business. Advances made by Colonial Pacific under the DIP Loan
were and are for the purpose of the preservation, maintenance, and
enhancement of the going concern value of the Debtor and thus
Colonial Pacific's collateral securing the prepetition
obligations, and as were and are protective advances by Colonial
Pacific secured by the existing deeds of trust pursuant to their
terms on all real property collateral on which Colonial Pacific
currently holds liens.
About Jump Oil Company
Jump Oil Company owns 42 parcels of real property throughout the
state of Missouri, on which gas and service stations are operated
by various third-party lessees pursuant to lease agreements with
Debtor. The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.
Jump Oil Company filed a Chapter 11 petition (Bankr. E.D. Mo.) on
Feb. 14, 2013, in St. Louis, Missouri, to sell its gas stations
pursuant to 11 U.S.C. Sec. 363. The Debtor disclosed $17,603,456
in assets and $26,276,060 in liabilities as of the Chapter 11
filing.
The Debtor has tapped Goldstein & Pressman, P.C. as counsel; HNWC
as financial consultants; Matrix Private Equities, Inc. as
financial advisor; Mariea Sigmund & Browning, LLC as special
counsel; and Wolff & Taylor, PC as accountants.
The Debtor's combined debt as of the Petition Date, both secured
and unsecured, is $22.5 million. Colonial Pacific Leasing Station
is owed $17.9 million secured by a perfected security interest and
liens 37 of the gas stations. CRE Venture 2011-1 LLC is owed
$716,000 allegedly secured by three of the Debtor's sites.
Lindell Bank is owed $347,000 allegedly secured by interest in two
of the Debtor's sites.
KAR AUCTION: S&P Assigns 'BB-' Rating to Extended Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned KAR Auction Services
Inc.'s amended and extended credit facility (consisting of a $650
million senior secured term loan B-1 due 2017, $1.12 billion term
loan B-2 due 2021, and $250 million revolver due 2019 that
replaces the prior revolving commitment) a 'BB-' issue-level
rating, with a recovery rating of '2', indicating S&P's
expectation for substantial (70% to 90%) recovery in the event of
a payment default.
At the same time, S&P withdrew its ratings on KAR's $1.825 billion
term loan B due 2017, which the company repaid with proceeds from
the new term loans.
The transaction extends KAR's debt maturities, lowers its interest
expense, and relaxes certain covenants. S&P's 'B+' corporate
credit rating on the company is unaffected because, while these
aspects of the transaction are favorable, they are not sufficient
to impact the rating. The outlook remains stable.
The 'B+' corporate credit rating on KAR reflects S&P's assessment
of the company's financial risk profile as "aggressive",
reflecting its positive but somewhat volatile free operating cash
flow. S&P views KAR's business risk profile as "fair", reflecting
its established position in the whole-car and salvage auction
markets, mitigated by its business concentration in North America
and strategic focus on growth through acquisitions.
RATINGS LIST
KAR Auction Services Inc.
Corporate Credit Rating B+/Stable/--
New Ratings
KAR Auction Services Inc.
Senior Secured
$650M term loan B-1 due 2017 BB-
Recovery Rating 2
$1.12B term loan B-2 due 2021 BB-
Recovery Rating 2
$250M revolver due 2019 BB-
Recovery Rating 2
Ratings Withdrawn
To From
KAR Auction Services Inc.
Senior Secured
$1.825B term loan B due 2017 NR BB-
Recovery Rating NR 2
$250M revolv bank loan due 2016 NR BB-
Recovery Rating NR 2
LEHIGTON LAND: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lehighton Land Company
4440 S. Cedarbrook Road
Allentown, PA 18103
Case No.: 14-11832
Chapter 11 Petition Date: March 13, 2014
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Reading)
Judge: Hon. Richard E. Fehling
Debtor's Counsel: Dexter K. Case, Esq.
CASE, DIGIAMBERARDINO & LUTZ, P.C.
845 North Park Road, Suite 101
Wyomissing, PA 19610
Tel: 610-372-9900
Fax: 610-372-5469
Email: dkc@cdllawoffice.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Lawrence W. Higgins, president.
A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/paeb14-11832.pdf
LEHMAN BROTHERS: Gets Court Approval of Tschira Deal
----------------------------------------------------
Lehman Brothers Holdings Inc. received court approval for a deal
that would resolve a five-year long dispute involving the
company's Swiss derivatives unit.
Judge Shelley Chapman of U.S. Bankruptcy Court for the Southern
District of New York approved on March 5 Lehman's agreement with
two companies controlled by Klaus Tschira, founder of software
developer SAP AG.
The deal would enable Lehman to close a settlement with Swiss
unit Lehman Brothers Finance AG, which settlement was approved by
the bankruptcy court in April last year. Under the settlement,
the Swiss company agreed to cut its claim against Lehman to $942
million from $15.4 billion, and assign to Lehman billions of
dollars of claims that it asserted against its affiliates.
Lehman wasn't able to close the settlement with the Swiss unit
after the Tschira-controlled companies appealed the deal to Swiss
courts and regulators.
Under the court-approved deal, the Tschira entities will drop
their appeal in exchange for a claim against Lehman, removing
what the company said was the last remaining obstacle to the
closing of the settlement.
Moreover, Lehman will drop a lawsuit it filed in August last year
to recover EUR100 million that the Tschira entities received the
day before the company filed for bankruptcy protection. A
full-text copy of the Tschira agreement can be accessed for free
at http://is.gd/dKKgSA
The closing of Lehman's settlement with the Swiss unit will free
up approximately $1.8 billion, which will be available for
distribution to creditors. Bill Rochelle, the bankruptcy
columnist for Bloomberg News, said completing the Tschira
settlement not only frees up $1.8 billion for distribution, it
will allow Lehman to receive more than $1 billion from its
foreign affiliate.
Lehman had said it will make a fifth payment to creditors under
its $65 billion payout plan on April 3. The company, which has
already paid half of the $65 billion it aims to pay by 2016 or
so, did not disclose how much creditors will be paid at the next
distribution.
Meanwhile, a group of Lehman creditors expressed support for
court approval of the Tschira deal, saying it would clear the way
for closure of Lehman's settlement with its Swiss unit and allow
the company to distribute $1.8 billion to creditors at the next
distribution.
Lehman's lawsuit against Tschira was Lehman Brothers Holdings
Inc. v. Dr HC Tschira Beteiligungus GmbH & Co. KG (In re Lehman
Brothers Holdings Inc.), 13-01431 (Bankr. S.D.N.Y.).
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck. In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013. The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).
LEHMAN BROTHERS: Europe Creditors in Line for Extra $8-Bil. Payday
------------------------------------------------------------------
Lehman Brothers International Europe's creditors will next month
be fully paid out and could get an extra GBP5 billion, according
to a Reuters report.
A notice filed by Anthony Victor Lomas, Steven Anthony Pearson,
Paul David Copley, Russell Downs, and Julian Guy Parr, as joint
administrators for LBIE said a fourth interim dividend to
unsecured creditors of the company will be declared and
distributed no later than May 28, 2014.
PricewaterhouseCoopers LLC, the administrator of Lehman Brothers
Holdings Inc.'s European arm, is paying a fourth dividend of 7.8
pence in the pound to unsecured creditors on April 30, which will
lift payouts to 100% after three bigger dividends in the past 15
months, the report said.
PwC estimated another GBP5 billion of surplus cash could be paid
to creditors but any extra cash cannot be paid until there is
agreement on how it is shared. The firm is expected to return
about GBP40 billion in total to LBIE's creditors, including near
GBP23 billion for trust claimants and about GBP16 billion for up
to 3,400 unsecured creditors, according to the Reuters report.
Surplus cash could be paid later this year if creditors agree to
a proposal to be made soon by PwC, which will propose a split
based on interest payments, foreign exchange moves and the claims
of subordinated debt holders. Unsecured creditors can get 8%
interest a year under UK law, Reuters reported.
Meanwhile, PwC said in a notice that creditors are required to
submit their proofs of debt on or before March 28. A creditor
who has not proved his debt may be excluded from the fourth
dividend.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck. In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013. The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).
LEHMAN BROTHERS: Stonehill Says $44-Mil. Cap Too Low
----------------------------------------------------
Stonehill Institutional Partners, L.P., and Stonehill Offshore
Partners Ltd. are opposing efforts by Lehman Brothers Holdings
Inc. to get court approval to set aside $44 million to cover
their claims.
A lawyer representing Stonehill said the proposed $44 million
reserve would "severely and negatively impact Stonehill's
recovery on a significant portion of its claims."
"The motion seeks to effectively cap Stonehill's claims below the
full amount they are asserting, thus, effectively disallowing a
large majority of the Stonehill claims," Allan Brilliant, Esq.,
at Dechert LLP, in New York.
According to the lawyer, Stonehill asserts claims aggregating
approximately $200 million against each of the 20 Lehman estates.
Mr. Brilliant asked the U.S. Bankruptcy Court in Manhattan to
deny Lehman's request or to set the reserve for the claims at
$200 million.
Lehman had said the claims are a duplicate of Stonehill's
previously filed claims against the company's brokerage arm.
According to the company, Stonehill had already received
distributions of cash and securities on account of its claims
against the brokerage.
Lehman also said that the terms of its $65 billion payout plan
and the court order, which confirmed the plan, require the
bankruptcy court to limit the reserve to at least $44 million,
absent a valid amendment to Stonehill's claims.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck. In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013. The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).
LEHMAN BROTHERS: Files Motion to Deem Schedule of Debts Amended
---------------------------------------------------------------
Lehman Brothers Holdings Inc. has filed a motion seeking to deem
amended the company's schedule of liabilities.
The move came after the U.S. Bankruptcy Court in Manhattan
approved an agreement between the company and Israel Discount
Bank Ltd. The agreement authorized the setoff by IDB of certain
funds in a Lehman bank account against IDB's share of an allowed
scheduled claim tied to certain notes.
The Bank of New York, as paying agent for the notes, is listed as
the claimant of record for the scheduled claim.
In accordance with the agreement, IDB provided Euroclear, the
international clearing depository through which it held the
notes, with instructions to mark down the bank's portion of the
notes by EUR4.98 million in nominal principal amount.
Meanwhile, Euroclear also instructed BNY, as paying agent, with
respect to this mark down.
Lehman is working with BNY to effectuate a corresponding mark
down of IDB's portion of the notes in BNY's records. As a result
of this mark down, the nominal principal amount of IDB's
remaining share of the notes has been reduced to EUR20,000,
according to court papers.
In order to properly account for the settlement with IDB and the
mark down of the bank's share of the notes, the scheduled claim
must be reduced to reflect the mark down of the portion of the
notes held by IDB that were satisfied pursuant to the agreement,
according to Lehman lawyer, Jacqueline Marcus, Esq., at Weil
Gotshal & Manges LLP, in New York.
Lehman seeks authorization to deem the schedules as having been
amended to reflect the amount of the scheduled claim as
$2,848,455,358, reflecting the mark down of IDB's portion of the
notes by EUR4,980,000 in nominal principal amount, according to
Ms. Marcus.
A court hearing to consider the motion is scheduled for March 19.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck. In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013. The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).
LEHMAN BROTHERS: IRS Settlement Approved by Bankruptcy Court
------------------------------------------------------------
Judge Shelley Chapman approved an agreement between Lehman
Brothers Holdings Inc. and the Internal Revenue Service that will
resolve disputes over the company's consolidated federal income
tax returns.
Lehman had said the settlement will "significantly accelerate the
determination of the final prepetition tax liability" of the
company and the affiliated group with which it filed consolidated
federal income tax returns.
The company has had certain disputes with the Internal Revenue
Service regarding its consolidated federal income tax returns for
the 1997 through 2008 taxable years. Since Sept. 15, 2008, the
U.S. Bankruptcy Court in Manhattan has approved settlements
between the company and the IRS of 43 disputed issues from the
pre-bankruptcy period, representing $2.9 billion in taxes and
penalties.
One issue, which involves adjustments relating to certain stock
lending transactions executed in 1999 through 2004 between
Lehman's brokerage arm and Lehman Brothers International (Europe)
plc, could not be resolved in the IRS administrative process.
In connection with these stock lending transactions, the IRS
disallowed certain foreign tax credits claimed by Lehman, reduced
taxable income in an amount equal to the disallowed stock loan
foreign tax credits, and asserted related penalties. The tax and
penalties in dispute total more than $382 million excluding
interest.
The tax and penalties for the 1999 and 2000 tax years were
assessed by the IRS, paid by Lehman, and are currently pending in
a refund lawsuit before the U.S. District Court for the Southern
District of New York.
The tax and penalties for the 2001 through 2004 tax years have
gone through the IRS administrative process and are included in
the amended claims filed by the agency against Lehman's estates,
but these years are not part of the litigation.
"Absent the settlement framework, at least four distinct and
complex issues will need to be determined to resolve the stock
loan issue," said Garrett Fail, Esq., at Weil Gotshal & Manges
LLP, in New York.
Pursuant to the settlement framework, which will apply to both
the lawsuit and the stock loan adjustments for the 2001 through
2004 tax years, the IRS will concede three of the four issues,
including the asserted penalties. In exchange, Lehman will
concede 52.5% of the foreign tax credits in each of the 1999
through 2004 taxable years.
The remaining legal issue, which can be resolved with briefing
and limited testimony, would be-adjudicated by the district court
and determine whether Lehman is entitled to the 47.5% of foreign
tax credits remaining in each of the 1999 through 2004 taxable
years, according to court filings.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck. In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013. The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).
LEHMAN BROTHERS: LBI Trustee Settles BNY Mellon et al Claims
------------------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage entered
into an agreement to settle the claims of the Bank of New York
Mellon Trust Company N.A. and two other claimants.
Under the settlement, Bank of New York can assert a $24 million
claim, which "shall constitute the full and final settlement" of
all claims the bank, the Kentucky Association of Counties Leasing
Trust and JPMorgan Chase Bank N.A. have against the Lehman
brokerage. The agreement is available without charge at
http://is.gd/IoPZL7
The claims are tied to a 1989 guaranteed investment contract and
security agreement between Shearson Lehman Hutton Investments,
Inc. and Liberty National Bank and Trust Co. of Louisville.
The contract granted Shearson the right to select investment
securities to be purchased with proceeds of municipal bonds
issued by Pendleton County and the Kentucky trust. Shearson's
obligations under the contract were secured by cash and by the
investment securities.
Lehman's brokerage arm and Bank of New York are successors to
Shearson and Liberty, respectively, under the 1989 contracts.
Bank of New York is represented by:
Jennifer Feldsher, Esq.
BRACEWELL & GIULIANI LLP
1251 Avenue of the Americas
New York, New York 10020
Tel: (212) 508-6100
Fax: (212) 508-6101
Email: jennifer.feldsher@bgllp.com
KACLT is represented by:
Alex P. Herrington, Jr., Esq.
STITES & HARBISON, PLLC
400 West Market Street, Suite 1800
Louisville, Kentucky 40202-3352
Tel: (502) 681-0494
Fax: (502) 779-8234
Email: mherrington@stites.com
JPMorgan is represented by:
John S. Egan, Esq.
FROST BROWN TODD LLC
400 West Market Street, 32nd Floor
Louisville, Kentucky 40202-3363
Tel: (502) 568-0224
Fax: (502) 581-1087
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck. In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013. The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).
LONGVIEW POWER: Seeks Extension of Exclusive Periods
----------------------------------------------------
Longview Power, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the period within which they have
exclusive right to file a plan through and including June 4, 2014,
and the period within which they have exclusive period to solicit
acceptances of that plan through and including August 5, 2014.
The Debtors state that a further extension of the Exclusivity
Periods will facilitate their efforts to drive the Chapter 11
cases to a successful conclusion, as well as ensuring that they
are able to maintain stability with their business partners,
employees, and creditors as they move forward with their
restructuring plan. The Debtors say the Backstoppers, holders of
more than 60% of the Debtors' prepetition funded debt, support the
extension request. The Debtors add that substantial progress has
been made in the Chapter 11 cases but a number of complex
operational and financial restructuring milestones remain to be
accomplished, including resolving issues arising from the
remaining disputed mechanics' lien claims.
The Debtors are represented by Daniel J. DeFranceschi, Esq., Paul
N. Heath, Esq., Zachary I. Shapiro, Esq., and Marisa A. Terranova,
Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware;
Richard M. Cieri, Esq., Paul M. Basta, P.C., Esq., and Ray C.
Schrock, P.C., Esq., at KIRKLAND & ELLIS LLP, in New York; and
Ryan Preston Dahl, Esq., at KIRKLAND & ELLIS LLP, in Chicago,
Illinois.
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 POWER: IRS Objects To Ch. 11 Plan Until Taxes Are Paid
---------------------------------------------------------------
The United States, on behalf of its Internal Revenue Service,
objects to Longview Power, LLC, et al.'s Joint Plan of
Reorganization unless and until all outstanding federal tax
returns are filed. The IRS said it has filed claims totaling more
than $500,000 in the Debtors' Chapter 11 cases.
Charles M. Oberly, III, Esq., U.S. Attorney, and Ellen W. Slights,
Esq., Assistant U.S. Attorney, represent the IRS.
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.A.R. REALTY: Court OKs Stipulation Resolving BPPR's Stay Motion
-----------------------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico approved on March 10, 2014, a settlement
agreement/stipulation between M A R Realty Corp. and Banco Popular
de Puerto Rico resolving BPPR's motion for relief from the
automatic stay.
As reported in the Troubled Company Reporter on Jan. 31, 2014,
BPPR filed a motion for relief from the automatic stay.
Prior to the Petition Date, the Debtor entered into various loan
agreements with BPPR, pursuant to which BPPR provided certain
credit facilities to the Debtor. The loans are secured by, among
other things, commercial real estate buildings, parcels of land
and residential real estate properties. As part of the Loan
Documents and collateral for the loans, the Debtor granted to BPPR
a lien over its cash collateral; specifically, the pre and post-
petition rents generated by the Debtor from the real estate
collateral. As of the Petition Date, the amounts due under the
loans total $9,740,587, which amounts are secured by the real
estate collateral and the cash collateral.
BPPR requests the lifting of the automatic stay to continue and
conclude the foreclosure process over the real estate collateral,
claiming that (a) the Debtor has failed to provide BPPR adequate
protection; (b) the Debtor has no equity in the real estate
collateral which is fully encumbered in favor of BPPR; and (c) the
real estate collateral is not necessary for the Debtor's effective
reorganization, assuming, that Debtor's reorganization may even
possible in this case.
Prior to the Petition Date, the Debtor defaulted on its
obligations under the loans. On July 8, 2013, BPPR commenced a
civil action for foreclosure of mortgages and collection of monies
in the Puerto Rico Court of First Instance, San Juan Section.
BPPR submits that no effective reorganization is possible due to,
among other things:
(i) given that the real estate collateral has a current
market value of $5,975,000 whereas BPPR's claims exceed
the market value by over $3 million, it is clear that
any potential proceeds and distribution generated from
the real estate collateral would go in full to BPPR,
without any benefit to any other constituency. This,
since the Debtor has no equity in the Real Estate
Collateral and any potential exit financing that the
Debtor is considering, or may consider, would only yield
a payment that would be substantially less than the
amount of BPPR's claim (and, all proceeds would be paid
to BPPR); and
(ii) upon information and belief the Debtor generates
approximately $4,000 per month, which is insufficient to
provide payments as required under the Bankruptcy Code
to the secured claim of BPPR (let alone to those of
other secured creditors).
The stipulation, entered in February, provides that BPPR will:
a) be allowed to exercise all its remedies under
non-bankruptcy law to enforce its liens, mortgages,
security interests, including but not limited to, recourse
to all of BPPR's collateral as permitted by law; and
b) be allowed to continue or initiate collection and mortgage
foreclosure proceedings against Debtor, including, but not
limited to, obtain a final and firm Judgment from the
corresponding judicial authority, well conclude any and all
foreclosure proceedings against the Quebradas Property,
Building No. 2, Residence No. 1, Residence No. 2, and
Residence No. 3.
A copy of the stipulation is available for free at:
http://bankrupt.com/misc/MARREalty_stipulation.pdf
About M.A.R. Realty
M.A.R. Realty Corp. filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 13-09752) on Nov. 25, 2013. Edwin Ramos signed the
petition as president. The Debtor disclosed $11.16 million in
total assets and $10.14 million in total liabilities. Isabel M
Fullana, Esq., at Garcia Arregui & Fullana PSC serves as the
Debtor's counsel. Hon. Mildred Caban Flores presides over the
case.
MCCLATCHY CO: To Receive $147MM From Apartments.com's Sale
----------------------------------------------------------
The McClatchy Company anticipates a cash distribution as a result
of the recent announcement by Classified Ventures, LLC (CV) of its
agreement to sell Apartments.com for $585 million to CoStar Group.
CV has said that it expects the transaction to close in the second
quarter of 2014.
McClatchy owns a 25.6 percent interest in CV. A distribution
approximately equal to McClatchy's portion of the net proceeds on
the sale of Apartments.com is expected to total approximately $147
million, and approximately $90 million after-tax.
McClatchy noted that its portion of the gain from the sale of
Apartments.com will be recorded in its equity income in
unconsolidated companies in the quarter in which the transaction
is completed. Taxes on its portion of the gain will also be
included in McClatchy's tax provision in the same quarter of 2014.
In fiscal 2013 McClatchy recorded digital advertising revenues of
$3.8 million from the sale of Apartments.com advertising products
and paid CV $1.1 million in wholesale fees for those products.
Management also indicated that it expects to use the distribution
it receives once the transaction is completed for general
corporate purposes, including debt reduction.
About The McClatchy Company
Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach. The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services. Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets. McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).
The Company's balance sheet at Sept. 29, 2013, showed $2.60
billion in total assets, $2.54 billion in total liabilities and
$60.25 million in stockholders' equity.
For the year ended Dec. 29, 2013, the Company reported net income
of $18.80 million on $1.24 billion of net revenues as compared
with a net loss of $144,000 on $1.31 billion of net revenues for
the year ended Dec. 30, 2012.
* * *
McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service. In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million. The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.
McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.
MEDPACE HOLDINGS: Moody's Assigns B2 CFR & Rates $590MM Debt B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to Medpace Holdings, Inc.
Moody's also assigned a B2 rating to the proposed $590 million
senior secured credit facility, the proceeds of which will be used
to fund the acquisition of Medpace by Cinven Ltd ("Cinven"), a
European private equity firm. Medpace has been majority owned by
CCMP Capital Advisors, LLC ("CCMP") since 2011. The outlook is
stable.
The existing 2011 credit facility (issued by Medpace, Inc.) will
be repaid upon the closing of the acquisition by Cinven. Inc. At
that time, Moody's will withdraw all ratings at Medpace, Inc.
The following ratings were assigned:
Medpace Holdings, Inc.
Corporate Family Rating, B2
Probability of Default Rating, B2-PD
$60 million senior secured revolving credit facility, B2 (LGD
3, 49%)
$530 million senior secured term loan, B2 (LGD 3, 49%)
The outlook is stable.
Ratings Rationale
The B2 Corporate Family Rating reflects Medpace's small size, and
its high financial leverage. Medpace is subject to risks inherent
in the CRO industry, such as contract cancellations. Further,
Medpace generates the majority of its revenue from small biotech
and pharmaceutical companies, many of which are dependent on third
party funding to operate and finance research and development. As
a result, Medpace is sensitive to the broader health of the
biotech funding industry -- which can be volatile. Medpace's
rating is also constrained by its concentration of revenue and
backlog in a small number of therapeutic areas; namely, a new
class of lipid lowering drugs, known as PCSK9s. If a negative
development in that class of drugs led to cancellations or delays
across multiple companies' clinical trials, then Medpace could be
materially adversely affected.
The rating is supported by Medpace's success in providing high-
margin, value-added specialty work to clients and its expertise in
cardiovascular and metabolic studies. The rating is also supported
by the company's track record of free cash flow and our
expectation that this will continue, despite increased interest
expense from the leveraged buyout. Free cash flow will continue to
be supported by healthy EBITDA margins, low cash taxes and modest
capital expenditure needs. The rating is also supported by the
healthy equity contribution being made by Cinven and management as
part of the transaction, as well as our expectation for strong
interest coverage.
The stable outlook balances our expectation for good free cash
flow and interest coverage with the company's limited scale within
the highly competitive CRO industry and the inherent risk of
project cancellations.
Given Medpace's small scale and high leverage, Moody's does not
anticipate a rating upgrade in the next 12 to 18 months. If, over
time, Moody's expects Medpace to expand its scale, and sustain
adjusted financial leverage below 3.5 times and adjusted free cash
flow to debt above 15%, the ratings could be upgraded.
The rating could be downgraded if Moody's expects Medpace's
revenues or margins to deteriorate as a result of higher contract
cancellations, poor new business wins, or elevated bad debt.
Specifically, failure to reduce debt to EBITDA to around 5.5 times
over the next 12 to 18 months, or sustained adjusted free cash
flow to debt under 5%, could lead to a rating downgrade.
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.
Medpace, headquartered in Cincinnati, Ohio, is a global contract
research organization ("CRO") that partners with pharmaceutical,
biotechnology, and medical device companies in the development and
execution of clinical trials. Approximately three-quarters of
Medpace's revenue is generated from late stage (Phase II-IV)
clinical trial support. The remaining revenues are generated from
coordinated central reference laboratory services, as well as
other services. The company generated net service revenues of
approximately $244 million for the twelve months ended December
31, 2013.
MERRIMACK PHARMACEUTICALS: Had $130.7 Million Net Loss in 2013
--------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $130.68 million on $47.78 million of collaboration
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $91.75 million on $48.92 million of collaboration revenues
in 2012. The Company incurred a net loss of $79.67 million in
2011.
The Company's balance sheet at Dec. 31, 2013, showed $192.41
million in total assets, $235.54 million in total liabilities,
$337,000 in non-controlling interest and a $43.46 million total
stockholders' deficit.
A copy of the Form 10-K is available for free at:
http://is.gd/NSo9EW
$200 Million Prospectus
Merrimack filed with the SEC a Form S-3 registration statement
relating to the offerings of up to $200,000,000 of securities.
The Company will provide the specific terms of these securities in
supplements to this prospectus.
The Company will offer these securities in amounts, at prices and
on terms determined at the time of offering.
The Company's common stock is listed on The NASDAQ Global Market
under the symbol "MACK."
A copy of the Form S-3 prospectus is available for free at:
http://is.gd/Fdawc1
The Company also filed a Form S-8 registration statement relating
to offering of additional 3,588,314 shares under 2011 Stock
Incentive Plan A copy of the Form S-8 prospectus is available at:
http://is.gd/Yy3Xfy
About Merrimack
Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics. The Company's
initial focus is in the field of oncology. The Company has five
programs in clinical development. In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.
Merrimack Pharmaceuticals reported a net loss of $91.75 million
in 2012, a net loss of $79.67 million in 2011 and a $50.15 million
net loss in 2010. The Company's balance sheet at Sept. 30, 2013,
showed $224.24 million in total assets, $240.87 million in total
liabilities, $374,000 in noncontrolling interest, and a
$16.26 million total stockholders' deficit.
MIDSTATES PETROLEUM: S&P Cuts Sr. Unsecured Debt Rating to 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Midstates Petroleum Co. Inc. The outlook is
stable.
At the same time, S&P lowered its rating on its senior unsecured
debt to 'CCC+' from 'B-'. S&P revised the recovery rating on this
debt to '6', indicating its expectation of negligible recovery (0%
to 10%) in the event of a payment default, from '5'.
"The downgrade of the senior unsecured debt ratings reflects
Standard & Poor's revised assessment of recovery value following
Midstates' sale of its Pine Prairie assets on the Louisiana Gulf
Coast," said Standard & Poor's credit analyst Paul Harvey. As a
result of the sale and maintenance of a $475 million borrowing
base on Midstates' credit facility, S&P's expected recovery falls
meaningfully below 10%, consistent with a '6' recovery rating.
S&P could reassess its recovery value assumption if Midstates is
able to successfully execute its drilling program and grow
reserves, which should result in an increase in S&P's asset
valuation. Nevertheless, S&P's recovery assessment will encompass
several other factors, including the expected size of the
company's borrowing base at the time of our review.
The ratings on Houston-based Midstates reflect its "vulnerable"
business risk, "aggressive" financial risk, and "adequate"
liquidity profiles under S&P's criteria. S&P bases these
assessments on the company's limited scale of operations,
aggressive debt leverage, and high capital spending levels. S&P
expects Midstates' scale of operations, pro forma for the Pine
Prairie sale, to remain adequate for the 'B' rating category, but
limited compared with higher rated peers. Midstates' estimated
year-end proved reserves of 127.8 million barrels of oil
equivalent (boe), prior to the sale of Pine Prairie, would put it
near the bottom end of the size range of 'B+' rated companies. In
addition, high pro forma proved undeveloped reserves (estimated to
be about 60% of total proved reserves) lead to a short-proved
developed reserve life of about 4.5 years based on current
production levels.
The stable outlook reflects S&P's expectation that Midstates'
operational performance will continue to improve as it develops
its Mississippian Lime and Anadarko Basin properties, helping to
lower debt leverage below 4x and increase FFO to debt above 15% in
2014.
S&P could lower the rating if debt leverage significantly exceeds
5x or FFO to debt falls below 12% with no near-term remedy. In
addition, S&P could lower ratings if liquidity declines to under
$50 million with no near-term solution. Both of these scenarios
would likely follow weak operating results combined with a
prolonged period of realized crude oil prices below $65 per
barrel. In addition, S&P could lower the ratings if Midstates
were to pay cash dividends or repurchase shares.
An upgrade is possible if Midstates can continue to strengthen its
operational performance such that the scale of its reserves and
production are more consistent with a "weak" business risk
profile. At the same time, Midstates would need to maintain
adequate liquidity without requiring asset sales or other
liquidity sources outside traditional capital markets. Finally,
debt leverage and cash flow measures would need to remain
consistent with an "aggressive" financial risk, including FFO to
debt above 20% and debt to EBITDA below 4x.
MISSION NEWENERGY: Earns $3.6 Million in Second Half of 2013
------------------------------------------------------------
Mission NewEnergy Ltd. reported profit of $3.58 million on $10.35
million of total revenue for the six months ended Dec. 31, 2013,
as compared with profit of $4.04 million on $8.33 million of total
revenue for the six months ended Dec. 31, 2012.
The Company's balance sheet at Dec. 31, 2013, showed $4.92 million
in total assets, $13.96 million in total liabilities and a $9.04
million total deficiency.
A copy of the Financial Report is available for free at:
http://is.gd/1tLfMl
About Mission NewEnergy
Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.
The Company is not operating its biodiesel refining segment. The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.
The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets. The Company intends to cease all Indian
operations.
Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.
BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013. The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million. These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.
MORGANS HOTEL: Settles All Litigations with Yucaipa
---------------------------------------------------
Morgans Hotel Group Co. entered into a binding Memorandum of
Understanding providing for the settlement of all litigations
involving affiliates of The Yucaipa Companies LLC. The MOU
provides for partial settlement of the action entitled OTK
Associates, LLC v. Friedman, et al., C.A. No. 8447-VCL, now
pending in the Delaware Court of Chancery, in which OTK
Associates, LLC, is pursuing claims directly and derivatively on
behalf of the Company. The MOU contemplates that the Delaware
Action will be dismissed with prejudice against all parties,
except for defendants Thomas L. Harrison and Michael D. Malone,
former directors of the Company, who chose not to participate in
the settlement contemplated by the MOU and against whom the
Delaware Action will continue. The MOU further provides for the
complete settlement and dismissal with prejudice of three other
actions pending in the New York state and federal courts entitled
Yucaipa American Alliance Fund II L.P., et al. v. Morgans Hotel
Group Co., et al., Index No. 652294/2013 (NY Sup.); Burkle v. OTK
Associates, LLC, et al., Case No. 13-CIV-4557 (S.D.N.Y.); and
Yucaipa American Alliance Fund II L.P., et al. v. Morgans Hotel
Group, Index No. 653455/2013 (NY Sup.). The Company has
described, in prior public filings, the parties and the nature of
the claims in the Actions.
The MOU is subject to execution of a Stipulation of Settlement
acceptable to the Company, which must be submitted to the Delaware
Court of Chancery for review and approval and will not become
effective, under the terms of the MOU, until that approval is
given and is no longer subject to further court review.
The MOU provides, among other things, for following:
* The Company will pay to plaintiffs in the Securities Action
an amount equal to $3 million less the aggregate amount of
any reasonable and necessary attorneys' fees and expenses
incurred by Ronald W. Burkle, a former Company director named
as a defendant in the Delaware Action, in his defense of the
Delaware Action that are paid to him by the Company's
insurers prior to the Effective Date.
* Mr. Burkle will pay to the Company the amount of all
insurance proceeds he recovers from the Company's insurers
after the Effective Date for the reasonable and necessary
attorneys' fees and expenses that he incurred in defense of
the Delaware Action and assign to the Company any claims he
may have against the Company's insurers relating to any
reasonable and necessary attorneys' fees and expenses that
the Company's insurers may fail to pay Burkle.
* To the extent not paid by the Company's insurers, the Company
will pay the amount of any reasonable and necessary
attorneys' fees and expenses incurred by former Company
directors Robert Friedman, Jeffrey M. Gault, and Andrew
Sasson in defending the Delaware Action, subject to the
Settling Former Directors' assignment to the Company of any
claims they have against the Company's insurers relating to
any unpaid amounts.
* The Settling Former Directors will pay the Company a portion
of the Securities Action Payment (based on a formula whose
elements cannot presently be quantified) unless the Company's
insurers pay those amounts to the Company or the Settling
Former Directors assign to the Company any claims they have
against the Company's insurers relating to any amounts that
the Company's insurers fail to pay.
* Counsel for OTK and current director Jason T. Kalisman will
apply to the Delaware Court of Chancery for an award of
payment from the Company of the reasonable and necessary fees
and expenses they incurred in connection with the Delaware
Action. Any such award may be subject to recovery by the
Company from its insurers.
The Company cannot currently predict the amount of any funds it
might be required to pay under the MOU; whether the Company's
insurers will pay some or all of the amounts that the Company
would otherwise be obligated to pay under the MOU; whether the
Company would be successful in asserting against the Company's
insurers any claims that may be assigned to the Company under the
terms of the MOU or that the Company might assert on its own
behalf, or what the amount of any such recovery might be.
Furthermore, the Company cannot predict whether the Delaware Court
of Chancery will approve the Settlement Stipulation or whether the
Court's decision will be challenged on appeal and, if so
challenged, affirmed. Notwithstanding the foregoing, the Company
does not expect that the net amount of all payments it might
ultimately be required to make, after recovery of all insurance
proceeds, under the terms of the MOU and the Stipulation of
Settlement, if approved, will be material to the Company's
financial position.
Repurchase of Convertible Notes
On Feb. 28, 2014, the Company entered into a Note Repurchase
Agreement with certain affiliates of The Yucaipa Companies LLC,
pursuant to which the Company agreed to repurchase from the
Yucaipa affiliates $88 million principal amount of the Company?s
2.375 Percent Senior Subordinated Convertible Notes Due 2014 at
par value plus accrued interest thereon. The closing under the
Note Repurchase Agreement occurred on Feb. 28, 2014. Following
the closing, the principal amount of the outstanding 2014
Convertible Notes has been reduced to $84.5 million.
About Morgans Hotel Group
Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector. Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London. Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico. Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.
The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.
The Company's balance sheet at Sept. 30, 2013, showed $572.83
million in total assets, $745.70 million in total liabilities,
$6.31 million in redeemable noncontrolling interest and
$179.18 million total deficit.
MOBIVITY HOLDINGS: To Record a $1.7-Mil. Impairment Charge
----------------------------------------------------------
The management of Mobivity Holdings Corp. concluded that the
Company is required under U.S. generally accepted accounting
principles to record a non-cash impairment charge of approximately
$1.71 million as of Dec. 31, 2013, related the Company's assets
acquired from Front Door Insights, LLC, and Sequence, LLC, in May
2013.
For the three months ended Dec. 31, 2013, the Company revenues
reached approximately $944,000 with a loss from operations (before
non-cash impairment charges, depreciation, amortization, and share
based compensation) of approximately $1,072,910.
The impairment charge involves the write-down of goodwill and
intangible assets, such as contracts, technology, and trade names.
The determination that impairment was required was based on the
result of reduced assumptions for five year cash flows for each
acquisition, in accordance with US generally accepted accounting
principles.
About Mobivity Holdings
Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008. On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger. Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company. In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.
Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011. The
Company's balance sheet at Sept. 30, 2013, showed $9.96 million in
total assets, $1.51 million in total liabilities and $8.45 million
in total stockholders' equity.
M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.
Bankruptcy Warning
"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets. To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company said in its annual report
for the year ended Dec. 31, 2012.
MOTORCAR PARTS: Converts Registration Statements to Form S-3
------------------------------------------------------------
Motorcar Parts of America, Inc., filed on Sept. 3, 2013, a
registration statement with the U.S. Securities and Exchange
Commission on Form S-1, as amended. The Registration Statement
was declared effective by the SEC on Nov. 19, 2013, to register
for resale by Wanxiang American Corporation an aggregate of
516,129 shares of the Company's common stock, $0.01 par value per
share, which underlie common stock warrants pursuant to the
Warrant to Purchase Common Stock, dated Aug. 22, 2012, issued by
the Company to the selling securityholder.
On June 12, 2012, Motorcar Parts filed a registration statement
with the SEC on Form S-1 which was subsequently amended by
Amendment No. 1, filed on Dec. 26, 2012. The Registration
Statement was declared effective by the SEC on Jan. 7, 2013, to
register for resale by the selling securityholders an aggregate of
1,936,000 shares of the Company's common stock, $0.01 par value
per share. On Feb. 8, 2013, the Company filed a registration
statement pursuant to Rule 462(b) promulgated under the Securities
Act in connection with the registration of 5,975 additional shares
of the Company's common stock, $0.01 par value per share. The
Post-Effective Amendments No. 3 to Form S-1 was declared effective
on Nov. 19, 2013.
The Company filed the Post-Effective Amendments to the
registration statements to convert the Forms S-1 into a
registration statements on Forms S-3. No additional securities
are being registered under the Post-Effective Amendments.
Copies of the amended prospectuses are available for free at:
http://is.gd/4Lpg67
http://is.gd/N7ioeo
About Motorcar Parts
Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications. Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.
The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.
In their report on the consolidated financial statements for the
year ended March 31, 2013, Ernst & Young LLP, in Los Angeles,
California, noted that the Company's wholly owned subsidiary
Fenwick Automotive Products Limited has recurring operating losses
since the date of acquisition and has a working capital and an
equity deficiency. "In addition, Fenco has not complied with
certain covenants of its loan agreements with its bank. These
conditions relating to Fenco coupled with the significance of
Fenco to the Consolidated Companies, raise substantial doubt about
the Consolidated Companies' ability to continue as a going
concern."
NANA DEVELOPMENT: S&P Lowers CCR to 'B' on Weak Performance
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Anchorage, Alaska-based NANA Development Corp. to 'B'
from 'B+'. The outlook is negative.
At the same time, S&P lowered the issue-level ratings on its debt
(comprising $275 million senior secured notes and its $100 million
term loan) by one notch to 'B' from 'B+'. The recovery ratings
are unchanged at '3', indicating S&P's expectation of meaningful
recovery (50%-70%) in a default scenario.
"The downgrade reflects our view that the difficult operating
environment in NANA's federal sector combined with execution
issues in certain other segments is likely to lead to reduced
financial stability in the year ahead," said credit analyst Nishit
Madlani. "We now view NANA's business risk profile as
"vulnerable", which along with its "aggressive" financial risk
assessment, supports the 'B' rating."
S&P's negative outlook reflects its expectation of weaker
financial performance in 2014 and at least a one-in-three
likelihood that cash flow metrics and liquidity could approach
levels that are no longer consistent with a 'B' rating.
Downside scenario
"We could lower the rating if it appeared likely that
discretionary cash flow were to remain negative, leading to
pressure on liquidity with the continued reliance on its revolver
to pay debt amortization. Under this scenario, we would revise
our liquidity assessment to "weak" from "less than adequate" and
our financial risk profile to "highly leveraged" from
"aggressive". This could result from a worse-than expected impact
of sequestration that leads to reduction or cancellation of
funding for more contracts over the next 12 months. This could
also occur if margin compression in its contracted services
persists and continues to offset recent overhead cost reductions
or if a sharp fall in zinc prices (not our base-case) lowers the
expected contribution from its parent NRC," S&P said.
Upside scenario
S&P would revise the outlook to stable if it believes NANA is
likely to maintain credit measures that are consistent with the
current rating (leverage of around 4.0x and DCF/debt above 5%).
In S&P's view, NANA would need to maintain improved headroom in
its credit metrics for a potential downside, which could stem from
modest declines in its federal businesses and potential volatility
in its committed royalty income from the Red Dog Mine.
NATURAL PORK: April 4 Hearing on Adequacy of Plan Outline
---------------------------------------------------------
The Hon. Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa will convene a hearing on April 4, 2014,
at 9:30 a.m., to consider adequacy of information in the
Disclosure Statement explaining Natural Pork Production II LLP's
Chapter 11 Plan.
As reported in the Troubled Company Reporter on Feb. 11, 2014, the
Debtor filed a Liquidating Plan and accompanying Disclosure
Statement dated Jan. 21, 2014.
Natural Pork commenced its Chapter 11 petition on Sept. 11, 2012.
Wholly owned subsidiaries Crawfordsville LLC, Brayton LLC, North
Harlan LLC and South Harlan LLC filed their own Chap. 11 petitions
on Dec. 7, 2012. All five cases are not jointly administered, but
the Joint Plan proposes that the cases be substantively
consolidated upon confirmation. The Natural Pork case is
designated as the lead case.
Upon confirmation, the Natural Pork case will be the sole
surviving Reorganized Debtor while the other four Debtor cases
will be dissolved, liquidation and their bankruptcy cases closed.
Through the liquidation of assets during the pendency of the
bankruptcy cases, the Debtors believe they will have sufficient
cash on hand to pay all creditors in full, with some receiving
interest on their claims, on the Plan Effective Date.
The Debtors have disputed, will continue to dispute, and will seek
a judicial determination of disallowance, of the alleged Secured
Claims of the Inter-Creditor Committee, individually and
collectively on behalf of the signatories to the Settlement and
Intercreditor Agreement (so-called SIA Parties).
The SIA Parties who held Sub Debt Notes and received a payment
from the January 2012 Distribution, will have the amounts they
received re-characterized from partial return of their equity
investment in Natural Pork to a repayment of their Sub Debt Notes,
for tax purposes.
For those SIA Parties who received a payment from the January 2012
Distribution and the amount was less than the amount of their Sub
Debt Note Claim on the Petition Date, they will get to keep their
earlier January 2012 Distribution, and receive a further
Distribution under the Joint Plan, so that their Sub Debt Note
Claim will be paid in full, but without postpetition interest.
They will also be dismissed from all the Adversary Proceedings.
Those SIA Parties who were Sub Debt Note holders and received a
payment from the January 2012 Distribution in an amount exceeding
their respective Sub Debt Note Claim as of the Petition Date, will
also get to keep their earlier payment and be dismissed from all
the Adversary Proceedings, provided they consensually disgorge all
amounts in excess of their Sub Debt Note Claim, on or before the
Effective Date.
Those SIA Parties who did not hold Sub Debt Notes but received a
payment from the January 2012 Distribution will be compelled to
disgorge all amounts they received from the January 2012
Distribution.
Natural Pork will amend all of its previously filed 2011 and 2012
state and federal tax returns, and corresponding Schedule K-1's,
to re-characterize the January 2012 Distribution as a repayment of
debt rather than a partial return of equity.
The Debtors anticipate that after payment in full on the Allowed
Claims of Creditors, there will be a dividend paid to Equity
Interest holders, both Current Equity Interest holders and
Dissociated Equity Interest holders.
Claim Classes 1, 2, 3, 4, 5, 7, 8, 9, 10 and 11 are Unimpaired.
Classes 6, 12, 13 and 14 are Impaired.
The Joint Plan was signed by managing member Lawrence Handlos.
A copy of the proposed Disclosure Statement is available for free
at http://bankrupt.com/misc/NATURALPORKds.pdf
About Natural Pork
Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines. The Company formerly did business as Natural
Pork Production, LLC. It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC. The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.
Bankruptcy Judge Anita L. Shodeen oversees the case. Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel. Attorneys at Davis,
Brown, Koehn, Shors & Roberts, P.C., in Des Moines, Iowa,
represent the Debtor as special litigation counsel.
Attorneys at Sugar, Felsenthal Grais & Hammer LLP, in Chicago,
represent the Official Committee of Unsecured Creditors. Robert C
Gainer, Esq. at Cutler Law Firm, P.C., in West Des Moines, Iowa,
represent the Committee as associate counsel. Conway MacKenzie,
Inc., serves as its financial advisor.
Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.
Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represents the IC Committee as
counsel.
NEPHROS INC: Extends and Expands License Agreement with Bellco
--------------------------------------------------------------
Nephros, Inc., and Bellco S.r.l., an Italy-based company focused
on Dialysis and Extracorporeal Blood Purification, have signed an
amendment to their existing license agreement.
The amendment extends the agreement by five years through 2021 and
expands the territories covered by Bellco to include Sweden,
Denmark, Norway, Finland, Korea, Mexico, Brazil, China and the
Netherlands and grants Bellco a right of first offer in connection
with a proposed sale of the Nephros patent licensed to Bellco
under the agreement. In return Nephros will receive EUR450,000,
half payable upon execution and half payable on March 31, 2014.
Nephros has also agreed to reduce the fixed royalty payment in
return for a corresponding increase in the minimum sales volumes
required to retain exclusivity. The royalty period begins on
Jan. 1, 2015, and extends through Dec. 31, 2021.
"We are excited to strengthen our partnership with Nephros," said
Carlo Medici, chief executive officer of Bellco S.r.l. "This
agreement is a pivotal milestone in the continued expansion of
hemodiafiltration (HDF) therapy based on mid-dilution with the
MD220 dialyzer. Recent studies have confirmed the reduction of
patient mortality of on-line HDF compared with standard
treatments. We are convinced that this expanded agreement will
enhance Bellco's ability to provide the highest range of
hemodiafiltration therapies in the world."
"Bellco has extensive experience and expertise providing therapies
and systems for the treatment of renal failure, in particular on-
line HDF. We are very pleased about the prospect of the MD220
dialyzer being made available to an expanded group of territories
which will enable more patients to benefit from on-line mid-
dilution HDF," said John C. Houghton, president and chief
executive officer of Nephros.
A copy of the First Amendment to License Agreement is available
for free at http://is.gd/H3fXZS
About Nephros
River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters. Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.
Nephros reported a net loss of $3.26 million in 2012, a net loss
of $2.36 million in 2011, and a net loss of $1.9 million in 2010.
The Company's balance sheet at Sept. 30, 2013, showed $2.55
million in total assets, $2.12 million in total liabilities
and $430,000 in total stockholders' equity.
Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros' ability to continue as a going concern,
following its audit of the Company's financial statements for the
year ended Dec. 31, 2012. The independent auditors noted that the
Company has incurred negative cash flow from operations and net
losses since inception.
NEW ENTERPRISE: S&P Raises CCR to 'CCC+' on Improved Liquidity
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on New Enterprise, Pa.-based New Enterprise Stone &
Lime Co. Inc. (NESL) to 'CCC+' from 'CCC'. The outlook is stable.
At the same time, in conjunction with the raising of the corporate
credit rating, S&P raised its issue-level rating on the company's
$265 million 13% senior secured notes to 'CCC+' from 'CCC' with a
recovery rating of '3', indicating that lenders could expect
meaningful (50%-70%) recovery in the event of a default.
S&P also raised its issue-level rating on the company's $250
million 11% senior unsecured notes to 'CCC-' from 'CC' with a
recovery rating of '6', indicating that lenders would receive
negligible (0%-10%) recovery in the event of a default.
S&P's upgrade of NESL to 'CCC+' reflects its view that the
company's new $105 million revolving credit facility and $70
million term loan have provided additional financial flexibility.
"The stable outlook reflects our view that we expect NESL to
remain in compliance with its credit agreement covenants and to
maintain adequate liquidity over the next 12 months. We do not
view a default to be likely during this time period," said
Standard & Poor's credit analyst Thomas Nadramia.
However, S&P views NESL's current high debt levels and leverage as
unsustainable in the long term. S&P could lower the rating if
NESL failed to reach its target EBITDA levels over the next 15 to
24 months, increasing the likelihood of a covenant breach (and
possible loss of liquidity) and reducing the likelihood of
successfully refinancing its existing secured and unsecured notes
by December 2017. A downgrade could also occur if NESL's
liquidity were to become constrained, due either to operating
losses, or reduced borrowing-base availability under the revolving
credit facility.
Although S&P views an upgrade as unlikely at this time, one could
occur if NESL significantly improved profitability and EBITDA,
thereby creating a wide cushion under covenants and increasing the
likelihood of fully refinancing its note maturities by the end of
2017.
NEWLEAD HOLDINGS: Issues 3.2MM Settlement Shares to MG Partners
---------------------------------------------------------------
NewLead Holdings Ltd. issued and delivered to MG Partners Limited,
3,200,000 additional settlement shares pursuant to the terms of
the Settlement Agreement approved by the Supreme Court of the
State of New York, County of New York. As of Feb. 28, 2014, the
Company had approximately 48,317,536 shares outstanding.
On Dec. 2, 2013, the Supreme Court entered an order approving,
among other things, the fairness of the terms and conditions of an
exchange pursuant to Section 3(a)(10) of the Securities Act of
1933, as amended, in accordance with a stipulation of settlement
among NewLead Holdings Ltd., Hanover Holdings I, LLC, and MG
Partners Limited, in the matter entitled Hanover Holdings I, LLC
v. NewLead Holdings Ltd., Case No. 160776/2013. Hanover commenced
the Action against the Company on Nov. 19, 2013, to recover an
aggregate of $44,822,523 of past-due indebtedness of the Company,
which Hanover had purchased from certain creditors of the Company
pursuant to the terms of separate purchase agreements between
Hanover and each of those creditors. The Order provides for the
full and final settlement of the Claim and the Action.
Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 5,250,000 shares of the Company's common
stock, $0.01 par value.
Between Jan. 3, 2014, and Feb. 14, 2014, the Company issued and
delivered to MGP an aggregate of 8,800,000 additional settlement
shares pursuant to the terms of the Settlement Agreement approved
by the Order.
A copy of the Form 6-K is available for free at:
http://is.gd/sJ0BNO
About NewLead Holdings
Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels. NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings. NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.
Newlead Holdings incurred a net loss of $403.92 million on $8.92
million of operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $290.39 million on $12.22 million of
operating revenues for the year ended Dec. 31, 2011. The Company
incurred a net loss of $86.34 million on $17.43 million of
operating revenues in 2010.
As of June 30, 2013, the Company had $84.27 million in total
assets, $166.18 million in total liabilities and a $81.91 million
total shareholders' deficit.
Going Concern Doubt
PricewaterhouseCoopers S.A., in Athens, Greece, 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 a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.
NORTHERN BOWLING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Northern Bowling Enterprises, LLC
dba Gaylord Bowling Center
dba Cheboygan Bowling Center
P.O. Box 1063
Gaylord, MI 49734
Case No.: 14-20574
Chapter 11 Petition Date: March 14, 2014
Court: United States Bankruptcy Court
Eastern District of Michigan (Bay City)
Judge: Hon. Daniel S. Opperman
Debtor's Counsel: Susan M. Cook, Esq.
LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C
916 Washington Avenue, Suite 309
Bay City, MI 48708
Tel: 989-893-3518
Email: smcook@lambertleser.com
Total Assets: $192,000
Total Debts: $1.69 million
The petition was signed by Janie A. Guiliani, sole managing
member.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
OMNICOMM SYSTEMS: Guus van Kesteren Holds 5% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Guus van Kesteren disclosed that as of
Dec. 31, 2013, he beneficially owned 4,565,267 shares of common
stock of Omnicomm Systems, Inc., representing 5 percent of the
shares outstanding. Mr. van Kesteren previously reported
beneficial ownership of 4,540,267 shares at Dec. 31, 2012. A copy
of the regulatory filing is available for free at:
http://is.gd/TGvdkt
About OmniComm Systems
Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.
OmniComm Systems disclosed a net loss of $7.83 million in 2012, as
compared with a net loss of $3.52 million in 2011.
The Company's balance sheet at Sept. 30, 2013, showed $2.48
million in total assets, $35.66 million in total liabilities and a
$33.18 million total stockholders' deficit.
Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, 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 a net loss attributable to
common shareholders of $8,062,487, a negative cash flow from
operations of $173,912, a working capital deficiency of
$13,382,871 and a stockholders' deficit of $28,973,300. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
ONPOINT MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:
Debtor Case No.
------ --------
Vertical Health Solutions, Inc. 14-02759
dba OnPoint Medical Diagnostics, Inc.
15735 51 Street
Minneapolis, MN 55446
OnPoint Medical Diagnostics, Inc. 14-02760
fdba CG Enterprises II, Inc.
15735 51 Street
Minneapolis, MN 55446
Chapter 11 Petition Date: March 13, 2014
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtors' Counsel: Andrew D Zaron
LEON COSGROVE LLC
255 Alhambre Circle, Suite 424
Coral Gables, FL 33134
Tel: 305-740-1992
Email: azaron@leoncosgrove.com
Total Total
Assets Liabilities
----------- -----------
Vertical Health $1.02MM $3.1MM
OnPoint Medical $0 $160,000
The petitions were signed by William Cavanaugh, president and CEO.
A list of Vertical Health's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-2759.pdf
OnPoint Medical listed Mayo Foundation for Medical Education and
Research as its largest unsecured creditor holding a claim of
$160,000.
ORMET CORP: Sells Excess Scrap Steel for $682,100
-------------------------------------------------
Ormet Corp. sought and obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to sell all of their rights,
title, and interest in and to approximately 1,700 MT of scrap
steel, free and clear of all liens, claims and encumbrances. The
consideration for the sale is $0.182/lb (or approximately
$682,100).
About Ormet Corp.
Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.
Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.
Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million. Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.
Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.
Ormet emerged from a prior bankruptcy in April 2005. Lender
Wayzata Investment Partners LLC is among existing owners. Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.
In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq. Kurtzman Carson
Consultants is the claims and notice agent. Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.
An official committee of unsecured creditors was appointed in the
case in March 2013. The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.
In December 2013, Ormet completed a previously approved sale of
its alumina smelter in Burnside, Louisiana, to Almatis Inc. for
$39.4 million. There was no auction. Completion of a court-
approved sale of the business to lender and part owner Wayzata
Investment Partners LLC became impossible when Ohio utility
regulators refused in October to grant reductions in electricity
prices. Wayzata would have acquired the business largely in
exchange for debt.
Ormet also has sold 32,000 metric tons of alumina for $8.4 million
to Glencore AG, and its rights and interests in and to 17,086 MT
baked carbon anodes, located at the Debtors' Hannibal, Ohio
location, and its rights and interest in and to 34,755 MT baked
carbon anodes, located in a storage in Baltimore, Maryland, to
Alcoa Materials Management, Inc.
OSAGE EXPLORATION: Obtains $4.4 Million From Private Placement
--------------------------------------------------------------
Osage Exploration and Development, Inc., has issued an aggregate
of 4,900,000 shares of its common stock and warrants to purchase
1,960,000 shares of common stock for aggregate gross proceeds of
$4,410,000. The Private Placement is being issued and sold
pursuant Securities Purchase Agreements between Osage and certain
purchasers. It is anticipated that upon completion of the Private
Placement aggregate gross proceeds will amount to up to
$5,400,000. The purchase price of each unit, representing one
share of common stock and a warrant to purchase 0.4 shares of
common stock at $1.80 per share, was $0.90. The warrants have a
term of five years. Cabot Lodge Securities, LLC, served as
placement agent in the Private Placement. Cabot will receive
placement fees of 8 percent, in cash or warrants or a combination
thereof at their election.
The issuance was made in reliance on Rule 506 promulgated under
the Securities Act of 1933, as amended, and was made without
general solicitation or advertising. Each purchaser represented
that it is an accredited investor with access to information about
Osage sufficient to evaluate the investment and that the common
stock was being acquired without a view to distribution or resale
in violation of the Securities Act. A Form D filing will be made
in accordance with the requirements of Regulation D. The
securities offered have not been registered under the Securities
Act, and may not be offered or sold in the United States without
registration or an applicable exemption from the registration
requirements of the Securities Act.
About Osage Exploration
Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.
Goldman, Kurland and Mohidin LLP, in Encino, California, 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 suffered recurring losses from
operations and has an accumulated deficit as of Dec. 31, 2011.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
The Company's balance sheet at Sept. 30, 2013, showed $33.38
million in total assets, $25.29 million in total liabilities and
$8.08 million in total stockholders' equity.
Osage Exploration incurred a net loss of $516,706 on $6.12 million
of total operating revenues for the year ended Dec. 31, 2012, as
compared with net income of $2.53 million on $3.51 million of
total operating revenues for the year ended Dec. 31, 2011.
Bankruptcy Warning
"The Company's operating plans require additional funds which may
take the form of debt or equity financings. The Company's ability
to continue as a going concern is in substantial doubt and is
dependent upon achieving profitable operations and obtaining
additional financing. There is no assurance additional funds will
be available on acceptable terms or at all. In the event we are
unable to continue as a going concern, we may elect or be required
to seek protection from our creditors by filing a voluntary
petition in bankruptcy or may be subject to an involuntary
petition in bankruptcy. To date, management has not considered
this alternative, nor does management view it as a likely
occurrence," the Company said in the quarterly report for the
period ended Sept. 30, 2013.
OVERSEAS SHIPHOLDING: Posts Wider Net Loss of $638MM for 2013
-------------------------------------------------------------
Overseas Shipholding Group, Inc., filed with the Securities and
Exchange Commission its Form 10-K Annual Report for the fiscal
year ended December 31, 2013.
OSG posted shipping revenues of $1,015,996,000 for 2013, slightly
down from $1,137,134,000 in 2012, and $1,049,531,000 in 2011.
OSG reported wider net loss of $638,230,000 in 2013, compared to
$480,114,000 in 2012, and $201,363,000 in 2011.
A copy of the Annual Report is available at http://is.gd/nwtnPP
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.
OXYSURE SYSTEMS: CEO Provides "State of the Union" Communication
----------------------------------------------------------------
OxySure Systems, Inc., released a company overview as presented by
OxySure's CEO Julian Ross.
Mr. Ross began the communication by stating, "This 'State of the
Union' serves to provide shareholders with a perspective on
OxySure, its evolution and future potential. Let me begin with
the fundamentals. We have grown revenues substantially last year,
and improved our bottom line. We have also improved our balance
sheet dramatically, by lowering our debt and by improving
liquidity, ending our 2013 financial year with over $657,000 in
cash. We have a clear focused plan for value creation -- short
term, low risk pathway, a growing global footprint and world-class
advisors.
Our global footprint is growing and we have recently strengthened
and expanded our global distribution position. We believe that
our oxygen from powder technology and related technologies
represent the only solutions available in the world today to play
a much needed role in improving outcomes in millions of medical
emergencies. By making it possible for lay persons to administer
medical oxygen during those first, critical minutes after a
medical emergency, providing initial stabilization while waiting
for professional first responders to arrive, improved outcomes
have been observed in thousands of cases involving cardiac arrest,
asthma exacerbations, COPD exacerbations, respiratory arrest,
migraine attacks, allergy attacks, near drowning, poisoning/drug
overdose, sports injuries, and a vast array of other minor and
serious medical emergency categories.
On the capital markets side, we have expanded our presence and
outreach in the investment community, and are making progress in
raising our visibility with other key groups, including the
medical community and industry media. I am pleased to share with
you that we are making significant strides in this area, and we
plan to continue to increase our participation in roadshows,
investor events, and other investment and industry conferences.
Mr. Ross continues, "One of our top priorities is to assess
potential strategic relationships that will accelerate our
progress and add shareholder value. As with all companies in this
stage of development, we certainly have our challenges and
although there are no assurances in any business, I am extremely
excited and confident about our future. Creating and developing
the assets that we currently have has taken time, dedication,
tremendous effort and a 'determination to succeed' attitude." Mr.
Ross noted key milestones that occurred last year and the
beginning of this year to increase shareholder value:
1. In January last year we announced that affiliates of OxySure
converted $2.02 Million in convertible notes to common stock at
$1.50 per share. The conversion price represented a 52% premium
to the market price of our common stock at the time.
2. In February last year we expanded our medical emergency
offerings with the addition of six Automated Defibrillator (AED)
brands. The addition of AEDs and AED accessories from major
manufacturers Cardiac Science, Philips, Zoll, Physio Control
(formerly Medtronic (NYSE: MDT)), Defibtech and Heartsine allows
us to offer our customers and distribution partners a complete
solution as it relates to their cardiac arrest emergency
preparedness needs. This move allowed us to not just offer the
AEDs but also the related accessories such as batteries, pads,
wall boxes, signage, software, program management, compliance and
training. In addition, it allowed us to provide competitively
priced, bundled solutions or "combo packs" comprising both OxySure
products and AED products, an option well received by our
customers.
3. In March last year we signed agreements with Aero Healthcare to
distribute our products in Australia, New Zealand and the United
Kingdom and to pursue CE Marking of our products. Aero is a
significant, rapidly growing manufacturer and distributor of first
aid and healthcare products, including Automated External
Defibrillators (AEDs), with locations in Australia, New Zealand,
United Kingdom, Germany and the United States. These agreements
contain minimum annual sales commitment provisions.
4. We have expanded our Board of Directors, and medical device
leadership significantly. With an effective date of April 1, 2013
Mr. Jeremy M. Jones, former Chairman & CEO of Apria Healthcare
joined our Board of Directors. Mr. Jones brings a wealth of
experience and expertise to OxySure at an important time in the
company's evolution. His remarkable career in the healthcare
industry spans almost four decades. Mr. Jones founded Homedco
Group, Inc., a home healthcare services company, which he took
public in 1991. Homedco merged into Apria Healthcare Group, Inc.
("Apria") in 1995 and from 1995 through January 1998, Mr. Jones
was Chief Executive Officer and Chairman of Apria, which became
the largest homecare service provider in the nation under his
leadership through merger, acquisitions and increased market
dominance, and was sold to the Blackstone Group (NYSE: BX) for
$1.7 billion in December 1998. Mr. Jones currently serves as
Chairman of On Assignment, Inc. (NYSE: ASGN), a $1.6 billion
leader in the healthcare and life sciences sectors focusing on in-
demand, skilled medical and technical staffing.
5. In May we announced that we have signed an agreement with Dutch
conglomerate Medizon B.V. to distribute our products in the
"Benelux" countries - Netherlands, Belgium and Luxembourg.
Medizon is the market leader in the sale, marketing and management
of AEDs in the Netherlands, with a significant installed base of
AEDs under management. This agreement contains minimum annual
sales commitment provisions.
6. In July we further expanded our product portfolio with the
addition of a double wall cabinet for an AED/OxySure combination
set. This product further entrenches OxySure?s position in the
"AED companion" market and allows customers to house and display
both lifesaving devices in the same cabinet, allowing easy, one-
step access, reducing response time when seconds count, in a
cardiac arrest or other emergency.
7. In December we announced that we added Chile to our growing
global distribution footprint through a distribution agreement
with Tecnolog¡a Contra Incendios Python E.I.R.L. ("Python").
Based in Santiago, the capital of Chile, Python sells safety
equipment and supplies to mining and manufacturing companies,
service organizations, government departments, some health centers
and fire and traffic departments. Python's products include first
aid, rescue and emergency products, safety cans and cabinets, fire
fighting products, spill containment products, and traffic
management products. This agreement contains minimum annual sales
commitment provisions.
8. In December we also announced the appointment of Pacific
Medical Systems, Ltd., to represent OxySure in Hong Kong and
Macau. Based in North Point, Hong Kong, Pacific Medical Systems
focuses on the marketing, sales and after sales support of
innovative medical products in the Asia Pacific region, with a
skillful team of experienced professionals with track records from
multinational companies in the medical field. This agreement
contains minimum annual sales commitment provisions.
9. In January this year we announced two significant transactions
that combined, significantly improved our balance sheet and
liquidity. We announced the closing of a $750,000 private
placement with accredited institutional investors through a Series
B preferred stock placement, and the removal of nearly $1 million
of claimed indebtedness from our balance sheet by converting notes
and other indebtedness to restricted common stock at conversion
prices ranging from $1.50 per share to $.76 per share.
10. Finally, to heighten awareness and expand OxySure's investor
base, Mr. Ross participated in or presented business and portfolio
updates at key conferences such as the JP Morgan Healthcare
Conference 2014 and the SeeThru Microcap Equity Conference
February 2014, as well as a significant number of one-on-one
meetings with institutional investors during several roadshows.
A Macro Perspective
"In summary, as customer confidence in the ease of use and power
of OxySure continues to increase, we are more confident than ever
that OxySure is poised to become a standard issue item for safety,
first aid and emergency preparedness. It will do so by enabling
lay persons -- the mass public -- to improve outcomes and save
lives by bridging the gap between the onset of any medical
emergency and the time first responders arrive on the scene. This
is complimentary to the heroic work of first responders and other
medical professionals to create a future where responders and pre-
responders form a kind of relay team in the early stages of the
emergency care continuum."
It is believed that OxySure can follow the road to making safe and
easy to use emergency oxygen law, in the same way that AEDs became
mandated in schools and other places in 25 states. More than
350,000 U.S. citizens die each year from sudden cardiac arrest.
According to the American Heart Association, at least 20,000 lives
could be saved each year by prompt use of AEDs. Florida became
the first state to enact broad public access laws for AEDs back in
April of 1997, and similar laws appeared in all fifty states by
2001. These laws relate to a variety of subjects, including
training in the workplace, schools, and medical facilities; the
availability of AEDs in gyms, places of work, schools, government
buildings, community centers, golf courses, public areas, and
medical facilities; and even a declaration of Cardiac Awareness
Month that included plans of action and trainings. It is believed
that similar laws should be put into place for emergency oxygen
given the broad medical benefits and life-saving potential.
From the standpoint of the new Patient Protection and Affordable
Care Act of 2010 -- better known as Obamacare -- it is believed
that OxySure benefits from the exemption provided to over the
counter devices. The excise tax on medical devices applies to
devices like defibrillators and pacemakers, but over-the-counter
devices like hearing aids or eyeglasses are exempt. Diversified
medical device makers that sell more over-the-counter devices like
Johnson & Johnson (NYSE: JNJ) have less exposure to the new excise
tax than prescription device makers. The OxySure Model 615 is
approved by the FDA for over the counter sale, no prescription
required.
A Company Perspective
"From a company perspective," Mr. Ross adds, "our growth continues
to be on track. We are seeing significant pull through demand
from international markets as our product value proposition
resonates in practically every single country around the globe,
for various reasons, including emergency infrastructure, traffic
congestion, increased awareness, and legislation.
We have a clear, focused plan for value creation -- short term,
low risk pathway, and world-class advisors.
We have intellectual property in place to protect our proprietary
innovations around the world.
Our products address significant unmet needs in billion dollar
markets.
There is strong M&A interest in the safety and medical device
spaces.
Our future is defined by the potential of the market, and that too
is strong. A high growth market provides burgeoning opportunities
and we believe we will be well positioned to seize those
opportunities," Mr. Ross concluded.
About OxySure Systems
Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions. The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders. The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.
The Company's balance sheet at Sept. 30, 2013, showed $1.20
million in total assets, $1.51 million in total liabilities and a
$310,451 total stockholders' deficit.
Going Concern
"Our financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a
going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.
While we have turned a profit during the three months ended
September 30, 2013, historically we have been suffering from
recurring loss from operations. We have an accumulated deficit of
$14,703,693 and $14,258,667 at September 30, 2013 and December 31,
2012, respectively, and stockholders' deficits of $310,451 and
$652,125 as of September 30, 2013 and December 31, 2012,
respectively. We require substantial additional funds to
manufacture and commercialize our products. Our management is
actively seeking additional sources of equity and/or debt
financing; however, there is no assurance that any additional
funding will be available," the Company said its quarterly report
for the period ended Sept. 30, 2013.
"In view of the matters described above, recoverability of a major
portion of the recorded asset amounts shown in the accompanying
September 30, 2013 balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financing requirements on a
continuing basis, to maintain present financing, and to generate
cash from future operations. These factors, among others, raise
substantial doubt about our ability to continue as a going
concern," the Company added.
OZ GAS: Must Show Cause That Ch.11 Trustee Unnecessary
------------------------------------------------------
The Bankruptcy Court issued an order to show cause dated Feb. 24,
2014, directing Oz Gas, LTD., et al., to file by March 17, a
notice to indicate whether or not they have reached an agreement
with RBS Bank that they in good faith believe will allow them to
submit confirmable plans.
If the Debtors are able to reach an agreement then they will file
a motion asking that the Court stay the appointment of a Chapter
11 trustee by the U.S. Trustee. Unless direct to do otherwise by
the Court prior hereto, on March 18, the U.S. Trustee will appoint
a Chapter 11 trustee in the three cases.
As reported in the Troubled Company Reporter on Feb. 10, 2014, the
Hon. Thomas P. Agresti denied approval of the Disclosure Statement
explaining John D. Oil & Gas Co., et al.'s Third Amended Chapter
11 Plan.
The Court, prior to the Jan. 21 hearing, stated that based on the
history of the cases, the Court thought it would be best to
convene an informal telephone status hearing conference among the
key players before deciding what to do.
Representatives of the Debtor, the U.S. Trustee, the Official
Committee of Unsecured Creditors, RBS, and Wells Fargo
participated in the status conference. It was the unanimous view
of all participants that, because there is no proposed private
sale in existence at this time, the Disclosure Statement cannot be
approved and the Plan cannot be confirmed.
About John D. Oil & Gas Co.
Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio. The Company has 58 producing wells. The
Company also has one self storage facility located in Painesville,
Ohio. The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.
John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012. Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).
On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB. District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver. The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.
Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors. Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts. John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million. The petitions were signed by Richard M.
Osborne, CEO.
The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.
PACIFIC STEEL: Wins Court Approval to Access Wells Fargo Cash
-------------------------------------------------------------
Elisabeth Jewel, company spokesperson for Pacific Steel Castings,
told Lance Knobel at berkeleyside.com, that the Bankruptcy Court
held a first-day hearing the morning of March 13. At the hearing,
Ms. Jewel said, the court agreed that Pacific Steel could access
funds from a Wells Fargo loan to make payroll, pay vendors and
meet operational expenses.
Pacific Steel filed for Chapter 11 bankruptcy protection in
Oakland on March 10. It is one of the largest independent steel
casting companies in the U.S., and has 410 employees in three
separate plants at the eight-acre site off Gilman Street.
The berkeleyside.com report said there are no immediate layoffs or
interruptions in payment of wages or pensions.
"Pacific Steel is not going anywhere," said chief operating
officer Chuck Bridges in a statement, according to the report.
"The process we have chosen is to restructure the company while
preserving jobs and exploring the best way to continue making high
quality castings for our customers."
berkeleyside.com also reported that Ms. Jewel said the Genger
family emerging from bankruptcy as owners or with a role in
Pacific Steel was "definitely within the realm of possibility, but
right now it?s very uncertain." She said several companies have
shown interest in acquiring Pacific Steel.
According to the report, Ms. Jewel said the bankruptcy was
provoked by a "series of difficult financial events":
1. Pacific Steel lost a third of its workforce in 2011 after
a U.S. Immigration and Customs enforcement audit, and
workers' compensation insurance costs went up four-fold
following a flood of claims from those departing workers;
and
2. in January 2014, the company settled a lawsuit about the
timing of worker lunch breaks for around $5.4 million,
which is owed to about 1,300 current and former
employees. The company "was not in a financial position
to immediately fund the settlement." The lawsuit had not
been supported by the union, GMP 136B, and was originally
filed by a former employee.
Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal.
Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director. The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel. Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent. The Debtors estimated assets and liabilities of at least
$10 million.
Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.
PARAGON SHIPPING: Agrees with Unicredit to Extend Loan Waiver
-------------------------------------------------------------
In December 2013, Paragon Shipping Inc. entered into a commitment
with HSH Nordbank AG, subject to the execution of definitive
documentation, for a $47.0 million senior secured post-delivery
term loan facility, for the refinancing of the M/V Friendly Seas
and the partial financing of the first two Ultramax newbuilding
drybulk carriers, the Hull no. DY152 and the Hull no. DY153. For
M/V Friendly Seas, HSH agreed to finance the lower of $12.6
million or 60% of the vessel's market value upon the respective
drawdown date. For each of the two Ultramax vessels, HSH agreed to
finance the lower of $17.2 million or 65% of the vessels' market
value upon their delivery.
On January 20, 2014, the Company agreed with Unicredit Bank AG to
extend the existing waiver relating to the EBITDA coverage ratio
covenant contained in the respective loan facility until
January 1, 2015.
The disclosure was made in Paragon's earnings release for the
fourth quarter and year ended December 31, 2013, a copy of which
is available for free at http://is.gd/2ofTYB
Paragon Shipping -- http://www.paragonship.com/-- is a Marshall
Islands-based international shipping company with executive
offices in Athens, Greece, specializing in the transportation of
drybulk cargoes. The Company's current fleet consists of twelve
drybulk vessels with a total carrying capacity of 779,270 dwt. In
addition, the Company's current newbuilding program consists of
two Handysize drybulk carriers that are scheduled to be delivered
in 2013 and two 4,800 TEU containerships that are scheduled to be
delivered in 2014.
PETRON ENERGY: Amends 150.8MM Shares Resale Prospectus
------------------------------------------------------
Petron Energy II, Inc., amended its Form S-1 registration
statement relating to the resale of up to 150,866,346 shares of
common stock of the Company, par value $0.001 per share, issuable
to CPUS Income Group LLC pursuant to an investment agreement. The
investment agreement permits the Company to "put" up to
$10,000,000 in shares of its common stock to CPUS over a period of
up to 36 months. The Company will not receive any proceeds from
the resale of these shares of common stock. However, the Company
will receive proceeds from the sale of securities pursuant to its
exercise of the put right offered by CPUS. CPUS is deemed an
underwriter for the Company's common stock.
The Company amended the registration statement to delay its
effective date.
The Company's common stock is quoted on the Over-the-Counter
Bulletin Board under the ticker symbol "PEII." On Jan. 9, 2014,
the closing price of the Company's common stock was $0.004 per
share.
A copy of the Form S-1/A is available for free at:
http://is.gd/eppNEA
About Petron Energy
Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States. As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma. In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma. The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment. The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.
KWCO, PC, in Odessa, TX, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012. The independent auditors noted that the Company's
significant operating losses since inception raise substantial
doubt about its ability to continue as a going concern.
The Company's balance sheet at Sept. 30, 2013, showed $3.27
million in total assets, $4.79 million in total liabilities and a
$1.51 million total stockholders' deficit.
PICCADILLY RESTAURANTS: Motion to Stay Confirmation Order Denied
----------------------------------------------------------------
The Hon. Robert R. Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana, according to a minute entry dated
March 10, 2014, denied Yucaipa Corporate Initiatives Fund I,
L.P.'s motion to stay the order dated Feb. 28, 2014, confirming
the First Amended Joint Chapter 11 Plan of Piccadilly Investments,
LLC, Piccadilly Restaurants, LLC, and Piccadilly Food Service,
LLC.
Shari L. Heyen, Esq., at Greenberg Traurig, LLP, on behalf of the
Official Committee of Unsecured Creditors, objected to Yucaipa's
motion, stating that Yucaipa owns and directly or indirectly
manages the Debtors' day-to-day operations. Yucaipa has had ample
opportunity to propose, prosecute and confirm a plan.
The Committee related that, among other things:
1. Yucaipa cannot meet its burden of proving that it is
entitled to a stay;
2. Yucaipa will not suffer irreparable harm absent a stay; and
3. a stay pending appeal would be contrary to public interest.
In a separate March 10 filing, Atalaya Administrative LLC, Atalaya
Funding II, LP, Atalaya Special Opportunities Fund IV, LP (Tranche
B), and Atalaya Special Opportunities Fund (Cayman) IV, LP
(Tranche B) objected to the motion for stay of the confirmation
order, stating that the Court confirmed a joint plan proposed by
Atalaya and the unsecured creditors' committee after a three-day
evidentiary hearing.
Atalaya noted that Yucaipa was the only party in interest opposing
the plan, and Yucaipa's objection was based solely upon valuation
-- i.e., whether the plan's cancellation of Yucaipa's equity
interest in the Debtors and the treatment of Atalaya's claim was
appropriate given the value of the Debtors' business enterprise.
Atalaya said Yucaipa's appeal is based on nothing but a challenge
to the Court's factual findings regarding valuation -- which are
only reviewed for clear error. Yucaipa can never make the lofty
showing needed to stay the Court's confirmation order while it
pursues an appeal that is certainly doomed to fail.
As reported in the Troubled Company Reporter on March 3, 2014,
Yucaipa said it intends to argue that the Court erred in its legal
and factual ruling that the Plan was fair and equitable under
Bankruptcy Code sections 1129(b)(1) and 1129(b)(2)(C)(i).
The Plan is co-proposed by Atalaya Administrative LLC, Atalaya
Funding II, LP, Atalaya Special Opportunities Fund IV, LP (Tranche
B), Atalaya Special Opportunities Fund (Cayman) IV LP (Tranche B),
and the Official Committee of Unsecured Creditors.
As reported by the Troubled Company Reporter, the Plan proposes to
convert $9 million of secured debt to Atalaya for 100 percent of
the equity of the reorganized Debtor, with the remaining $19
million secured claim to be paid off with a term note. Unsecured
creditors with claims of $4.5 million to $7 million are impaired
although they are estimated to recover approximately 100 percent,
with payment from $1 million allocated by the Plan Proponents plus
proceeds from a $4,750,000 note. Yucaipa, the 100% owner, will be
wiped out.
About Piccadilly Restaurants
Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012. The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.
Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions. It is wholly owned by Piccadilly Investments,
LLC. Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations. With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.
Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29,
2003. Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A., represented the Debtor in the case. After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million. In
October 2004, the Bankruptcy Court confirmed the plan.
Judge Robert Summerhays oversees the 2012 cases. Attorneys at
Jones, Walker. Waechter, Poitevent, Carrere & Denegre, LLP,
represent the Debtors in their restructuring efforts. BMC Group,
Inc., serves as claims agent, noticing agent and balloting agent.
In its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.
Jeffrey L. Cornish serves as the Debtors' consultant.
Postlethwaite & Netterville, PAC, serve as their independent
auditors, accountants and tax consultants. GA Keen Realty
Advisors, LLC, serve as the Debtors' special real estate advisors
while FTI Consulting, Inc., as their financial consultants.
New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.
The United States Trustee for Region 5 appointed seven members to
the official committee of unsecured creditors in the Debtors'
Chapter 11 cases. The Committee sought and obtained Court
approval to employ Frederick L. Bunol, Esq., and Albert J. Derbes,
IV, Esq., of Derbes Law Firm, LLC., as attorneys. Greenberg
Traurig LLP also serves as counsel for the Committee while
Protiviti Inc. serves as financial advisor.
POWERMAX INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: PowerMax, Inc.
8501 Muscatello Ct.
Gaithersburg, MD 20877
Case No.: 14-13996
Chapter 11 Petition Date: March 14, 2014
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Debtor's Counsel: James Greenan, Esq.
McNAMEE, HOSEA, JERNIGAN, KIM,
GREENAN & LYNCH, P.A.
6411 Ivy Lane, Suite 200
Greenbelt, MD 20770
Tel: 301-441-2420
Email: jgreenan@mhlawyers.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edward J. Murray, vice-president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb14-13996.pdf
PRIME TIME INT'L: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Prime Time International Company 14-03518
fka Single Stick Inc.
2019 West Lone Cactus Drive
Phoenix, AZ 85027
Tel: 623-780-8600
21st Century Brands, LLC 14-03519
USA Tobacco Distributing, Inc. 14-03520
Type of Business: Manufacturer and distributor of a wide variety
of cigarettes and little cigars.
Chapter 11 Petition Date: March 15, 2014
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Sarah Sharer Curley
Debtors' Counsel: David D. Cleary, Esq.
GREENBERG TRAURIG, LLP
2375 E. Camelback Rd, Ste. 700
Phoenix, AZ 85016
Tel: 602-445-8579
Fax: 602-445-8646
Email: clearyd@gtlaw.com
Debtors' ODYSSEY CAPITAL GROUP, LLC
Financial
Advisors:
Total Assets: $26.78 million as of Jan. 31, 2014
Total Debts: $23.37 million as of Jan. 31, 2014
The petitions were signed by John T. Wertheim, Chairman of the
Board.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
USDA Farm Service Agency Trade Assessment $17,271,123
1400 Independence Ave.
SW Stop 0515
Room 3720-3722
Washington, DC, 20250
State Board of Equalization Tax $1,197,908
Attn: Settlement and Taxpayer
Services Division
PO Box 942879 (MIC: 87)
Sacramento, CA 94279-0087
Fax:916-323-3387
State Board of Equalization Tax $108,343
Attn: Settlement and Taxpayer
Services Division
PO Box 942879 (MIC: 87)
Sacramento, CA 94279-0087
Fax:916-323-3387
Core-Mark International Trade $10,000
EBY Brown Co Trade $10,000
Cox Transportation Services Trade $8,355
Megaforce Staffing Group Trade $4,838
H.T. Hackney Co-Indianapolis Trade $4,651
A-Z Wholesale Trade $4,635
Amcon-Omaha Trade $4,611
Casey's General Stores, Inc. Trade $4,539
Tripi Foods Inc. Trade $4,183
Skiles Company Inc. Trade $4,133
S. Abraham & Sons Inc. Trade $3,945
LA Top Distributor Trade $3,724
Huntsville Wholesale Trade $3,396
McClane Company Trade $3,000
Tazmanian Freight Systems Trade $2,607
Farner-Bocken Trade $2,090
Silver Star Imports Trade $1,993
QUALITY DISTRIBUTION: Incurs $22.8 Million Net Loss in 4th Qtr.
---------------------------------------------------------------
Quality Distribution, Inc., reported a net loss of $22.79 million
on $225.42 million of total operating revenues for the three
months ended Dec. 31, 2013, as compared with net income of $5.70
million on $215.39 million of total operating revenues for the
same period a year ago.
For the year ended Dec. 31, 2013, the Company reported a net loss
of $42.03 million on $929.81 million of total operating revenues
as compared with net income of $50.07 million on $842.11 million
of total operating revenues in 2012.
As of Dec. 31, 2013, the Company had $427.24 million in total
assets, $483.50 million in total liabilities and a $56.25 million
total shareholders' deficit.
"Overall, our fourth quarter results were in line with our
expectations of moderate improvement in adjusted earnings per
share versus last year's fourth quarter," stated Gary Enzor,
chairman and chief executive officer. "We continued our trend of
generating solid levels of free cash flow and funding capital
expenditures with asset sales, and our Chemical and Intermodal
businesses performed well despite adverse weather conditions in
certain areas of the country. These positives were somewhat
offset by a difficult fourth quarter in our Energy business where
results, especially toward the end of the year, fell short of our
expectations."
A copy of the press release is available for free at:
http://is.gd/dkMh9A
About Quality Distribution
Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida. The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.
Bankruptcy Warning
According to the Company's annual report for the period ended
Dec. 31, 2012, the Company had consolidated indebtedness and
capital lease obligations, including current maturities, of $418.8
million as of Dec. 31, 2012. The Company must make regular
payments under the ABL Facility and its capital leases and semi-
annual interest payments under its 2018 Notes.
The Company's 2018 Notes issued in the quarter ended Dec. 31,
2010, carry high fixed rates of interest. In addition, interest
on amounts borrowed under the Company's ABL Facility is variable
and will increase as market rates of interest increase. The
Company does not presently hedge against the risk of rising
interest rates. The Company's higher interest expense may reduce
its future profitability. The Company's future higher interest
expense and future redemption obligations could have other
important consequences with respect to the Company's ability to
manage its business successfully, including the following:
* it may make it more difficult for the Company to satisfy its
obligations for its indebtedness, and any failure to comply
with these obligations could result in an event of default;
* it will reduce the availability of the Company's cash flow to
fund working capital, capital expenditures and other business
activities;
* it increases the Company's vulnerability to adverse economic
and industry conditions;
* it limits the Company's flexibility in planning for, or
reacting to, changes in the Company's business and the
industry in which the Company operates;
* it may make the Company more vulnerable to further downturns
in its business or the economy; and
* it limits the Company's ability to exploit business
opportunities.
The ABL Facility matures August 2016. However, the maturity date
of the ABL Facility may be accelerated if the Company defaults on
its obligations.
"If the maturity of the ABL Facility and/or such other debt is
accelerated, we may not have sufficient cash on hand to repay the
ABL Facility and/or such other debt or be able to refinance the
ABL Facility and/or such other debt on acceptable terms, or at
all. The failure to repay or refinance the ABL Facility and/or
such other debt at maturity would have a material adverse effect
on our business and financial condition, would cause substantial
liquidity problems and may result in the bankruptcy of us and/or
our subsidiaries. Any actual or potential bankruptcy or liquidity
crisis may materially harm our relationships with our customers,
suppliers and independent affiliates."
* * *
As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.
The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level. The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.
QUARTZ HILL: Seeks Re-Assignment of Case to Judge Cristol
---------------------------------------------------------
Quartz Hill Mining, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, to re-assign its
Chapter 11 case to the Hon. A. Jay Cristol, who is currently
presiding over a related case, Merendon Mining (Nevada), Inc.,
Case No. 09-119580AJC.
The Debtor seeks re-assignment of its Chapter 11 case in order to
contain costs and for ease of administration in the Chapter 11
case as its assets are related to the Chapter 7 case of Merendon
Mining. The Debtor says the U.S. Trustee does not oppose the
relief sought.
Quartz Hill Mining, LLC (Case No. 14-15419, Bankr. S.D.Fla.).
sought protection under Chapter 11 of the Bankruptcy Code on
March 7, 2014. The case is assigned to Judge Robert A Mark. The
Debtor's counsel is Jacqueline Calderin, Esq., at EHRENSTEIN
CHARBONNEAU CALDERIN, in Miami, Florida. The Debtor's special
counsel is John A. Moffa, Esq., at MOFFA & BONACQUISTI, P.A., in
Plantation, Florida. The Debtor said it has $58 million in assets
and $7.5 million in debts.
QUEBECOR WORLD: No Supreme Court Appeal on Safe Harbor
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Quebecor World (USA) Inc. creditors suffered another
loss when the U.S. Supreme Court refused to allow an appeal in a
lawsuit intended to claw back $376 million for early redemption of
bonds three months before bankruptcy in January 2008.
According to the report, the high court's action means that astute
lawyers can structure transactions to involve securities and
thereby confer immunity in most of the U.S. on deals that
otherwise could be unraveled in bankruptcy as fraudulent transfers
or preferences.
The court let stand a ruling in June from the U.S. Court of
Appeals in Manhattan upholding two lower courts that dismissed so-
called preference claims under what's known as the safe harbor for
securities transactions, the report said.
The Supreme Court's denial of an appeal on Feb. 24 means there
will be no decision this year on an issue dividing federal appeals
courts, the report related.
The Quebecor official creditors' committee sued in September 2008
to recover the payment, saying it was a preference because debt
was repaid in advance of maturity and within 90 days of
bankruptcy, the report further related. The noteholders responded
by contending the suit was barred by the safe harbor in Section
546(e) of the Bankruptcy Code. That section precludes suits to
recover payments made in securities transactions that involve a
financial institution.
The case in the Supreme Court is Official Committee of Unsecured
Creditors of Quebecor World (USA) Inc. v. American United Life
Insurance Co., 13-455, U.S. Supreme Court (Washington).
The circuit court case is Official Committee of Unsecured
Creditors of Quebecor World (USA) Inc. v. American United Life
Insurance Co. (In re Quebecor World (USA) Inc.), 12-4270, U.S.
Court of Appeals for the Second Circuit (Manhattan).
About Quebecor World
Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media. It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia. In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.
The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.
Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814). The Chapter 15
case is before Judge James M. Peck. Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.
QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008. The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.
The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case. Ernst & Young Inc. was appointed as
Monitor.
Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts. The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.
Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns. The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.
QWI was the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.
As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.
On June 30, 2009, Judge Peck and the Honorable Judge Robert
Mongeon of the Quebec Superior Court of Justice, in a joint
hearing, approved the plan of compromise filed by Quebecor World
Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.
On July 21, 2009, Quebecor World Inc. and its affiliated debtors
and debtors-in-possession emerged from protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 11 of
the U.S. Bankruptcy Code. Quebecor World emerged from bankruptcy
as "World Color Press Inc."
QUIZNOS: Case Summary & 35 Largest Unsecured Creditors
------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
QCE Finance LLC 14-10543
1001 17th Street, Suite 200
Denver, CO 80202
American Food Distributors LLC 14-10544
1001 17th Street, Suite 200
Denver, CO 80202
National Marketing Fund Trust 14-10545
QAFT, Inc. 14-10546
QCE LLC 14-10547
QFA Royalties LLC 14-10548
The Quiznos Master LLC 14-10549
QIP Holder LLC 14-10550
Quiz-CAN LLC 14-10551
Restaurant Realty LLC 14-10552
The Regional Advertising Program Trust 14-10553
The Quiznos Operating Company LLC 14-10554
TQSC II LLC 14-10555
Quiznos Canada Holding LLC 14-10556
Quiznos Global LLC 14-10557
Type of Business: Foodservice industry
Chapter 11 Petition Date: March 14, 2014
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Peter J. Walsh
Debtors' Counsel: Ira S. Dizengoff, Esq.
Philip C. Dublin, Esq.
Jason P. Rubin, Esq.
Kristine G. Manoukian, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036-6745
http://www.akingump.com/
Tel: (212) 872-1000
Email: idizengoff@akingump.com
pdublin@akingump.com
jrubin@akingump.com
kmanoukian@akingump.com
Debtors'
Local Counsel: Mark D. Collins, Esq.
Amanda Steele, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
http://www.rlf.com/
Tel: (302) 651-7700
Email: collins@RLF.com
steele@rlf.com
Debtors' Investment
Banker and Financial Matthew J. Hart
Advisor: LAZARD FRERES & CO. LLC
30 Rockefeller Plaza
New York, NY 10112
http://www.lazard.com/
Tel: (212) 632-6000
Debtors'
Restructuring Paul Ruh
Advisors: ALVAREZ & MARSAL
707 17th Street, Suite 2125
Denver, CO 80202
http://www.alvarezandmarsal.com
Tel: 303-704-4242
Email: pruh@alvarezandmarsal.com
- and -
Mark A. Roberts
Jonathan Tibus
ALVAREZ & MARSAL
3424 Peachtree Road NE
Atlanta, GA 30326
http://www.alvarezandmarsal.com
Tel: 404-260-4040
Email: mroberts@alvarezandmarsal.com
Debtors' Claims
and Noticing Agent: PRIME CLERK LLC
Estimated Estimated
Assets Liabilities
--------- -----------
QCE Finance LLC $500K-$1MM $500MM-$1BB
American Food Distributors LLC $500MM-$1BB $500MM-$1BB
The petitions were signed by Stuart K. Mathis, chief executive
officer/president.
Consolidated List of Debtors' 35 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
U.S. Bank National Association, Second Lien $173,828,686
as administrative agent and Credit Agreement
collateral agent under the
Debtors' second lien financing
facility
U.S. Bank Corporate Trust Services
214 North Tryon Street, 26th Floor
Charlotte, NC 28202
Attn: Scott D. DeRoss
Horizon Media Inc. Trade Payable $3,677,730
630 Third Avenue
New York, NY 10017
Attn: Bill Koenigsberg, CEO
MG-1005, LLC Note $3,625,000
4643 South Ulster Street,
Suite 1500
Denver, CO 80237
Attn: Paul Hogan, Member
Mapple Leaf Bakery Inc. Trade Payable $1,648,102
1101 East Touhy Avenue, #500
Des Plaines, IL 60018
Attn: Reyal Menard, President
ESPN Inc. Trade Payable $909,441
ESPN Plaza
935 Middle Street
Bristol, CT 06010
Attn: Nell Devane,
Deputy Chief Counsel
Alix Partners LLC Trade Payable $379,451
300 North LaSalle Street,
Suite 1900
Chicago, IL 60654
Attn: Adam C. Werner
managing director
Turano Banking Company Trade Payable $286,922
36749 Eagle Way
Chicago, IL 60678
Attn: Ron Turano, president
Ian Hannah Deferred $272,363
11260 W 102nd Avenue Compensation
Westinster, CO 80021
Attn: Ian Hannah
Terri Winter Deferred $268,383
10453 South Grizzly, Gulch Compensation
Highlands Ranch, CO 80129
Attn: Terri Winter
Ken's Foods, Inc. Trade Payable $268,119
1 D'Angelo Drive
Marlborough, MA 01752
Attn: Brian L. Crowley, president
Keystone Foods LLC Trade Payable $246,997
Coooketree Bakeries Trade Payable $223,066
Ryan McMonagle Deferred $214,000
Compensation
Mr. Chips Inc. Trade Payable $210,591
Janice Branam Deferred $202,003
Compensation
Ecolab Inc. Trade Payable $199,892
Clear Channel Broadcasting Inc. Trade Payable $199,440
Pinty's Delicious Foods Trade Payable $198,022
AFCO Credit Corporation Trade Payable $167,074
John M. Moore Deferred $159,999
Compensation
FX Networks LC Trade Payable $149,283
Henery Wurst Inc. Trade Payable $146,390
Franklin Street Properties Corp. Trade Payable $144,507
ABC Cable Networks Trade Payable $143,009
Mark Bromberg Deferred $135,844
Compensation
Ghazi Hajj Trade Payable $129,497
Stampede Meat, Inc. Trade Payable $124,964
Mark Heller Deferred $122,748
Compensation
Andrew J. Selvaggio Deferred $108,945
Compensation
Pepsi Center Trade Payable $93,750
Huhtamaki Inc. Trade Payable $87,197
David J. Biederman Deferred $87,156
Compensation
Sofina Foods Inc. Trade Payable $86,962
System Services of America Trade Payable $85,737
National Advertising Partners Trade Payable $85,000
RAMALLO BROS.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ramallo Bros. Printing, Inc.
dba Bull O' The Woods
300 Ramallo Blvd., Suite #1
San Juan, PR 00926
Case No.: 14-01948
Chapter 11 Petition Date: March 14, 2014
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Judge: Hon. Edward A Godoy
Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
FUENTES LAW OFFICES, LLC
PO BOX 9022726
San Juan, PR 00902-2726
Tel: (787) 722-5216
Fax: (787) 722-5206
Email: alex@fuentes-law.com
Total Assets: $9.70 million
Total Liabilities: $14 million
The petition was signed by Alberto Ramallo Yllanes, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-1948.pdf
RADIOSHACK CORP: Incurs $400 Million Net Loss in 2013
-----------------------------------------------------
Radioshack Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$400.2 million on $3.43 billion of net sales and operating
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $139.4 million on $3.83 billion of net sales and operating
revenues for the year ended Dec. 31, 2012.
For the three months ended Dec. 31, 2013, the Company reported a
net loss of $191.4 million on $935.4 million of net sales and
operating revenues as compared with a net loss of $63.3 million on
$1.17 billion of net sales and operating revenues for the same
period a year ago.
The Company's balance sheet at Dec. 31, 2013, showed $1.59 billion
in total assets, $1.38 billion in total liabilities and $206.4
milion in total stockholders' equity.
Joseph C. Magnacca, chief executive officer, said, "Our fourth
quarter financial results were driven by a holiday season
characterized by lower store traffic, intense promotional activity
particularly in consumer electronics, a very soft mobility
marketplace and a few operational issues. Even in this
environment, we're continuing to make progress on the five pillars
of our turnaround plan: repositioning the brand, revamping the
product assortment, reinvigorating the stores, operational
efficiency and financial flexibility."
The Company ended the fourth quarter with total liquidity of
$554.3 million at Dec. 31, 2013, including $179.8 million in cash
and cash equivalents and $374.5 million of availability under the
Companyy's 2018 Credit Agreement.
A copy of the Form 10-K is available for free at:
http://is.gd/hH4NAb
About Radioshack Corporation
RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs. RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.
* * *
As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings
Services raised the corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC+' from 'CCC'. "The upgrade
reflects an improved liquidity position with a recent financing
that increased funded debt by $125 million and increased the
company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.
In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation. The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.
As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD. RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.
RANDHURST CROSSING: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Randhurst Crossing LLC
55 West Delaware Place, Unit 1011
Chicago, IL 60610
Case No.: 14-09260
Chapter 11 Petition Date: March 14, 2014
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Donald R Cassling
Debtor's Counsel: Thomas R. Fawkes, Esq.
FREEBORN & PETERS LLP
311 S Wacker Dr Ste 3000
Chicago, IL 60606
Tel: 312 360-6468
Fax: 312 360-6573
Email: tfawkes@freeborn.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stephen Ballis, manager.
A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-9260.pdf
RED WILLOW: Justices Say Sex Assault Judgment Sunk By Bankruptcy
----------------------------------------------------------------
Law360 reported that the Nebraska Supreme Court said that a
judgment -- granted before but filed after a defendant employer's
bankruptcy -- had been stayed, ruling that Fireman?s Fund
Insurance Co. was thus not obligated to cover the judgment over
the defunct company's alleged failure to vet an employee who
perpetrated a sexual assault.
According to the report, alleged victim Jane Doe sued her employer
Red Willow Dairy LLC and its owners in 2009, claiming they hadn?t
properly investigated her attacker?s background or supervised him.
RENAISSANCE LEARNING: Buyout Deal No Impact on Moody's B2 CFR
-------------------------------------------------------------
Moody's Investors Service said that Renaissance Learning, Inc.'s
ratings, including the B2 Corporate Family Rating, are not
immediately impacted by the company's announcement of the
definitive agreement to be acquired by Hellman & Friedman's for
$1.1 billion. However, the transaction would be credit negative if
the acquisition were funded primarily with debt.
Renaissance Learning, Inc. is a provider of subscription based
educational practice and assessment software and school
improvement programs for pre-kindergarten through senior high
(pre-K-12) schools and districts. The company's revenues were
approximately $154 million for the twelve months ended September
30, 2013 (adjusting for the write-off of deferred revenue in
purchase accounting).
REVEL AC: Workers Demand Job Security & Process to Form Union
-------------------------------------------------------------
Revel Casino workers took a first step towards joining UNITE HERE
Local 54 on March 13 as they delivered a petition to Revel's
President demanding job security and a fair process to form a
union.
"I've worked at Revel since the beginning, and this is the most
chaotic it has ever been. There are rumors every day about a
sale, and we are all worried whether we will lose our jobs. We
need a new owner, and I'm committed to doing everything I can to
make Revel a profitable casino, but we need more certainty in our
lives. We need job security and a fair process to form a union,"
said Rebeca Franco, a cocktail waitress at Revel.
"Everyone says Revel is for sale. I've heard all sorts of rumors
about who might buy it. What I haven't heard is what will happen
to us. I want Revel to do great, and we will be the ones who make
it happen. We need to know that we are going to be part of it,
and we need a path to form a union," said Equality Brown, an EVS
worker at Revel.
"As a long-time Local 54 member, I know that Revel employees work
as hard as we do. But Revel workers don't have the job security,
they don't have the benefits and they don't have the protections
that we have as Local 54 members. I'm ready to do whatever it
takes to help the workers at Revel achieve job security and a fair
pathway to unionization," said Rodney Mills, a buffet server at
the Tropicana.
"We're ready to hit the reset button on our relationship with
Revel and work together to make Revel and Atlantic City great
again. In order to do that, the workers need to have job security
and a process to join the union without fear of intimidation.
Additionally, I call on all of the elected officials in the State
who helped to get Revel built, to now stand up and support the
workers at Revel," said Bob McDevitt, President of UNITE HERE
Local 54.
Built at a cost of $2.4 billion, Revel received over $300 million
in subsidies from New Jersey, and entered bankruptcy less than a
year after opening. Revel is widely reported to be for sale, and
has not announced any plans to ensure job security for the
existing workers in the event of a sale.
UNITE HERE Local 54 is the largest casino workers union in
Atlantic City. With a 100 year history, Local 54 represents about
12,000 workers in 10 Atlantic City casinos.
About Revel
Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.
In 2012, Revel warned federal regulators about a potential
bankruptcy or foreclosure, citing its growing debt load of more
than $1.3 billion and the possibility that revenue will remain
depressed.
At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.
* * *
As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Revel to 'CCC'
from 'B-'. "The downgrade reflects our view that a strong opening
for the Revel Resort was critical to the company's ability to ramp
up cash flow generation to a level sufficient to service its
capital structure.
In February 2011, Moody's Investors Service assigned Caa1
Corporate Family and Probability of Default ratings to Revel AC,
LLC. The Caa1 Corporate Family Rating and Probability of Default
Rating (PDR) reflect the considerable development and ramp-up risk
associated with Revel AC.
ROTECH HEALTHCARE: Appeals Baker & McKenzie's Fee Award
-------------------------------------------------------
Law360 reported that reorganized debtor Rotech Healthcare Inc.
challenged a Delaware bankruptcy judge's decision to award Baker &
McKenzie LLP approximately $840,000 in fees for representing
shareholders in the medical equipment provider's Chapter 11 case.
According to the report, Baker & McKenzie served as counsel for
the official committee of equity holders during Rotech's
frequently contentious case, and U.S. Bankruptcy Judge Peter J.
Walsh signed off on the firm's fee request Feb. 5 after ordering
it trimmed by $300,000 at a January hearing.
The Troubled Company Reporter, citing Bill Rochelle, the
bankruptcy columnist for Bloomberg News, previously reported that
Rotech, the third-largest U.S. provider of home respiratory
equipment and services, is only paying 70 percent of the fees
requested by Baker & McKenzie LLP, counsel for the official
shareholders' committee.
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.
RYNARD PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rynard Properties Ridgecrest LP
dba Ridgecrest Apartments
Ridgecrest GP, LLC
Attn: John Bartle
9114 Technology Drive
Fishers, IN 46038
Case No.: 14-22674
Type of Business: The company primarily operates in the Real
Estate Property Managers industry.
Chapter 11 Petition Date: March 13, 2014
Court: United States Bankruptcy Court
Western District of Tennessee (Memphis)
Judge: Hon. Jennie D. Latta
Debtor's Counsel: Toni Campbell Parker, Esq.
LAW OFFICE OF TONI CAMPBELL PARKER
615 Oakleaf Office Lane
P.O. Box 240666
Memphis, TN 38124-0666
Tel: (901) 683-0099
Fax: 866-489-7938
Email: tparker002@att.net
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Bartle, secretary/treasurer of
Ridgecrest LLC, general partner of the Debtor.
List of Debtor's Two Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Security One Trade Debt $31,000
Tie Construction $203,000
SANDY HILLS: Empower to Rise's Legal Fees Allowed
-------------------------------------------------
In the Chapter 11 case of Sandy Hills, LLC, Bankruptcy Judge
Dorothy T. Eisenberg ruled that Empower to Rise LLC's claim for:
(1) interest is allowed at the statutory rate of 9% for an
unpaid judgment; and
(2) reasonable attorneys' fees are allowed as follows:
(a) legal services rendered by Certilman Balin in the
amount of $19,492.45 is granted,
(b) legal services rendered by Solferino and Solferino
in the amount of $4,052.45, and
(c) legal fees rendered by its bankruptcy counsel,
SilvermanAcampora LLP in the amount of $164,141.77.
The Court said Empower's claim for attorneys' fees charged by
Enrico Scarda PC is disallowed in full.
A copy of the Court's March 10 Memorandum Decision and Order is
available at http://is.gd/vzeUznfrom Leagle.com.
Sandy Hills, LLC, based in Saint James, NY, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 12-74482) on July 19, 2012,
in Central Islip. Judge Dorothy Eisenberg oversees the case.
Stephen P. Gelfand, Esq., at Law Offices of Stephen P. Gelfand,
P.C., serves as the Debtor's counsel and may be reached at:
Stephen P. Gelfand, Esq.
LAW OFFICES OF STEPHEN P. GELFAND
548 West Jericho Turnpike
Smithtown, NY 11787
Tel: (631) 470-5300
Fax: (631) 470-4302
E-mail: sgelfandpc@hotmail.com
It scheduled assets of $6,500,093 and liabilities of $4,770,228.
The petition was signed by Francis Weber, manager.
SPANISH BROADCASTING: Court Junks LBHI and Rowe Price Claims
------------------------------------------------------------
Lehman Brothers Holdings Inc. brought on Feb. 14, 2013, a claim
against Spanish Broadcasting System, Inc., in the Delaware Court
of Chancery seeking, among other things, a declaratory judgment
that as a result of non-payment of dividends, a Voting Rights
Triggering Event had occurred pursuant to the certificate of
designations for the Series B Preferred Stock no later than
July 15, 2010. LBHI alleged that as a result, the Company was
prohibited from incurring indebtedness but did so for the purposes
of purchasing assets relating to its Houston television station
and the issuance of its 12.5 percent Senior Secured Notes due
2017. LBHI also sought an award of unspecified contract damages.
The Company filed a motion to dismiss the LBHI complaint on
March 11, 2013. On April 25, 2013, LBHI filed an opposition to
the Company's motion to dismiss and a motion for partial summary
judgment. The Company filed a reply in further support of its
motion to dismiss and in opposition to LBHI's motion for partial
summary judgment on May 10, 2013. A hearing on the parties'
motions was held on May 20, 2013, at which the Court requested
further briefing on cross-motions for summary judgment.
Additionally, on June 17, 2013, T. Rowe Price High Yield Fund,
Inc., T. Rowe Price Institutional High Yield Fund, T. Rowe Price
Funds SICAV-Global High Yield Bond Fund and T. Rowe Price Small-
Cap Value Fund, Inc., brought a claim against the Company making
allegations substantially similar to those made by LBHI
previously, except with an additional claim for breach of the
implied covenant of good faith and fair dealing.
On July 3, 2013, the Court granted the Plaintiffs' motion to
consolidate their lawsuits; and on Oct. 3, 2013, LBHI moved to
amend its original complaint by adding a claim for breach of the
implied covenant of good faith and fair dealing. The Company
moved for judgment on the pleadings as to both T. Rowe Price's and
LBHI's good faith and fair dealing claims. In addition, the
Plaintiffs and the Company submitted cross-motions for summary
judgment on Oct. 31, 2013.
On Feb. 25, 2014, Vice Chancellor Glasscock rendered the opinion
of the Court granting the Company's motions for summary judgment
and judgment on the pleadings, and denying the Plaintiffs' motion
for summary judgment. Accordingly, Plaintiffs' claims were
dismissed.
About Spanish Broadcasting
Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience. The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico. Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.
Spanish Broadcasting reported a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million during
the prior year. The Company's balance sheet at Sept. 30, 2013,
showed $473.79 million in total assets, $435.94 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock and a $54.50 million total stockholders' deficit.
Bankruptcy Warning
"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins. In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery. As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms. Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business. Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations," the
Company said in its annual report for the year ended Dec. 31,
2012.
* * *
In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.
In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position. "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.
As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable. "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.
SINCLAIR BROADCAST: Promotes David Amy to EVP and COO
-----------------------------------------------------
Effective April 2, 2014, David B. Amy will be promoted to the
position of executive vice president and chief operating officer
of Sinclair Broadcast Group, Inc., and Christopher Ripley will
become the Company's chief financial officer.
Mr. Amy, 61, has served as executive vice president and chief
financial officer of the Company since 2001. Prior to that, he
served as executive vice president from 1999 to 2001 and as vice
president and chief financial officer from 1998 to 1999. Prior to
that, he served as chief financial officer from 1994 to 1998. In
addition, he serves as secretary of Sinclair Television Group,
Inc., a wholly-owned subsidiary that owns and operates the
Company's broadcasting operations. Mr. Amy has 30 years of
broadcast experience, having joined the Company in 1984 as a
Business Manager for WPMY (formerly WPTT-TV) in Pittsburgh,
Pennsylvania. Mr. Amy received his Masters in Business
Administration degree from the University of Pittsburgh in 1981.
Mr. Amy serves as a member of the Board of Directors of KDSM, LLC,
and The Maryland Science Center. He is also a member of the Board
of Managers of Triangle Sign & Service, LLC, and Chairman of the
Board of Managers of Alarm Funding Associates, LLC.
Mr. Ripley, 37, most recently and from 2013 served as founder and
managing partner of Canor LLC, a boutique media/entertainment
advisory firm. From 2001 to 2013, he was a managing director at
UBS Investment Bank's Global Media Group and served as Head of the
Los Angeles office where he managed, advised or structured various
financings and merger and acquisition transactions, managed
bankers and support staff, and oversaw regulatory and compliance
matters for the office. From 2000 to 2001, he was a Principal in
Prime Ventures LLC, a venture capital firm where he was involved
in capital investment decisions, business development, mergers and
acquisitions and organizational structuring. Prior to that and
from 1998, Mr. Ripley worked in the investment banking division of
Donaldson, Lufkin & Jenrette Securities Corporation. Mr. Ripley
graduated from the University of Western Ontario, Richard Ivey
School of Business, with a Bachelor of Arts in Honors Business
Administration. He holds Series 7 and Series 24 licenses.
Mr. Ripley, who entered into an employment agreement with the
Company, will be entitled to an initial annual base salary of
$750,000, subject to annual increases as determined by the
Company's Compensation Committee, and he will have the right to
earn an annual performance bonus at the discretion of the
Company's Compensation Committee. Provided his employment has not
been earlier terminated, on December 31 of each of his first eight
years of employment, beginning with 2014, Mr. Ripley will receive
immediately exercisable options to purchase 125,000 shares of the
Company's Class A Common Stock. Any options will be governed by
the Company's 1996 Long Term Incentive Plan, as amended, or any
successor plan.
Mr. Ripley's employment agreement provides that in the event his
employment is terminated by the Company without cause or by Mr.
Ripley for good reason, in either case prior to Dec. 31, 2015, he
would be entitled to a payment equal to two times the sum of (i)
his annual base salary, (ii) the Performance Bonus payable to him
for his 2014 services (or, if termination occurs prior to the
determination of his eligibility for a Performance Bonus, 50
percent of his annual base salary), and (iii) the value of the
stock options that were, or would have been, granted to him on
Dec. 31, 2014. In the event any such termination occurs after
Dec. 31, 2015, Mr. Ripley will be entitled to a payment equal to
the sum of (i) his annual base salary, (ii) the average of any
Performance Bonuses paid to him for the two calendar years
immediately preceding the effective date of the termination, and
(iii) the value of the stock options received by him on the
immediately preceding December 31.
About Sinclair Broadcast
Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets. The Company's television group reaches
roughly 22 percent of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.
The Company's balance sheet at Sept. 30, 2013, showed $3.61
billion in total assets, $3.20 billion in total liabilities and
$416.23 million in total equity.
"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.
* * *
As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'. The rating outlook is stable. "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.
In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.
STEREOTAXIS INC: Incurs $3.9 Million Net Loss in 4th Quarter
------------------------------------------------------------
Stereotaxis, Inc., reported a net loss of $3.96 million on $9.06
million of total revenue for the three months ended Dec. 31, 2013,
as compared with a net loss of $4.31 million on $12.20 million of
total revenue for the same period a year ago.
For the year ended Dec. 31, 2013, the Company reported a net loss
of $68.75 million on $38.03 million of total revenue as compared
with a net loss of $9.23 million on $46.56 million of total
revenue in 2012.
As of Dec. 31, 2013, the Company had $31.07 million in total
assets, $42.77 million in total liabilities, and a $11.70 million
total stockholders' deficit.
"We are very encouraged by the health of Stereotaxis today -
leaner, financially stronger and poised to further revolutionize
the delivery of care in the electrophysiology (EP) catheter
laboratory," said William C. Mills, Stereotaxis chief executive
officer. "Over the course of 2013, we effectively transformed our
balance sheet, raising $21.9 million in new, permanent capital and
eliminating short-term debt obligations, which reduced the
principal of our total debt by $17.1 million. At the same time,
we continued to demonstrate intelligent capital stewardship during
the year, reporting the lowest full year cash burn and operating
loss since our initial public offering in 2004."
A copy of the press release is available for free at:
http://is.gd/l3qvsm
Signs Distribution Agreement for Niobe
Stereotaxis has entered into a definitive agreement with Medix
Japan, Inc., and Hokushin Medical Co. Ltd. to distribute its
Niobe(R) Magnetic Navigation System for cardiac ablations in
Japan. The agreement ensures sales and marketing coverage for
Stereotaxis in an electrophysiology (EP) market performing
approximately 47,000 procedures each year and expected to grow at
an annual rate of 10 percent through 2018. Japan also represents
one of the largest medical device markets globally, second to the
U.S.
"We are very pleased to have the assistance of Medix Japan and
Hokushin Medical in bringing our expertise with automated, remote
navigation solutions to the Japanese EP community," said William
C. Mills, Stereotaxis chief executive officer. "With an aging
population and increasing rate of arrhythmias and other cardiac
conditions, we can offer EP physicians in Japan greater
possibilities in the treatment of their complex cases and make a
difference in patient quality of life. We are confident that
these two companies, both experts in product promotion with deep
understanding of the Japanese medical device industry and strong
entrepreneurial spirit, will enthusiastically support our vision
in a vital new market."
Founded in 1987, Hokushin Medical Co. Ltd. is based in Kobe,
Japan. The Company's core business is in marketing, distributing
and servicing cardiovascular products. Hokushin Medical is one of
the largest distributors of EP products in Japan, with extensive
hospital relationships. Since 1975, Medix Japan, Inc., based in
Fukuoka, Japan, has been importing and selling medical devices and
pharmaceuticals in Japan. The Company has significant regulatory
and quality management expertise required to handle highly
regulated medical products. Medix Japan's parent company, Kamachi
Group, is a diversified conglomerate with approximately $100
billion in annual sales, which also owns and operates 17
hospitals.
Under the agreement, Hokushin Medical will market, sell and
distribute the Niobe system and disposable devices to Japanese
customers, as well as provide customer training and clinical
support. Medix Japan will lead the completion of the post
marketing surveillance project as required by Japan's
Pharmaceuticals and Medical Devices Agency. Furthermore, Medix
Japan will be charged with securing market authorization of
Stereotaxis' VdriveTM Robotic Navigation System and Odyssey(R)
Information Management Solution in the coming months, in order to
offer the advantages of the full EpochTM Solution to the Japanese
market.
"Hospitals and physicians in Japan are eager for new technologies
that deliver safer, simpler and less invasive patient therapies,"
said Mitsunori Furukawa, chief executive officer of Hokushin
Medical. "We are passionate about the Stereotaxis product suite
and excited to collaborate with Medix Japan in representing the
Stereotaxis brand to elevate the level of arrhythmia care in
Japan."
About Stereotaxis
Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures. The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.
SQUARETWO FINANCIAL: S&P Lowers ICR to 'B-'; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on SquareTwo Financial Corp. to 'B-' from 'B'. The
outlook is negative. S&P also lowered its issue rating on
SquareTwo's senior secured notes to 'B-' from 'B' and revised its
recovery rating to '4' from '3'.
"The downgrade reflects our view of the company's weak financial
performance over the past year and our expectation that results
will decline further in 2014," said Standard & Poor's credit
analyst Kevin Cole. "SquareTwo continues to operate with high
leverage, compounded by deteriorating profitability and the
elevated market prices of debt receivable purchases."
High levels of regulatory scrutiny, corresponding litigation risk,
and uncertainty about regulatory reform have severely lowered
banks' willingness to sell charged-off debt receivables to third-
party collectors like SquareTwo. Banks have responded to these
pressures by either significantly reducing the amount of accounts
sold or temporarily abandoning sales of these accounts altogether.
For instance, per the company's 10-K, its largest debt supplier,
which provided one-third of the company's purchasing volume during
2013, ceased all sales efforts as of Dec. 31, 2013. As more banks
curtailed delinquent debt sales, the sharp reduction in the market
supply, in combination with strong demand from debt purchasers
with increased access to capital, led to a spike in debt purchase
prices.
Elevated purchase prices have compressed SquareTwo's collection
multiples and led to lower purchase volumes and total cash
collections. During 2013, purchase volumes decreased by 5%, and
the company's estimated remaining proceeds (the company's expected
cash collections on currently owned receivables) fell by 10% to
levels last seen in 2011. In 2014, S&P expects the company's
performance to worsen further as higher prices lead to higher
leverage as purchase volumes, cash collections, and profitability
all decline. S&P believes that these negative market dynamics
will persist until banks are able to implement compliance measures
that satisfy regulators' outsourcing concerns. Once the Consumer
Financial Protection Bureau releases final policy related to the
debt collection industry in the next 12 to 18 months, S&P expects
purchase premiums to abate and market volume to stabilize.
STELLAR BIOTECHNOLOGIES: Touts Achievements at Gordon Conference
----------------------------------------------------------------
Stellar Biotechnologies, Inc., presentated a poster at the Gordon
Research Conference (GRC) on Marine Natural Products, being held
March 2-7, 2014, in Ventura, California.
The poster titled "Keyhole Limpet Hemocyanin (KLH): Protecting the
Sole Marine Source of an Important Pharmaceutical Product" is
authored by members of Stellar's management team, Catherine
Brisson, Ph.D., chief operating officer, and Brandon Lincicum,
executive director of Aquaculture and Facility Operations.
The presentation recaps the importance of the KLH protein to the
pharmaceutical industry's development of new immunotherapies, and
highlights the company's manufacturing accomplishments that are
aimed at sustainably meeting future biopharma need for KLH.
"Stellar's achievements in aquaculture science and KLH production
will allow us to supply growing customer demand while averting
depletion of the marine source of the molecule," said Dr. Brisson.
"We are showing that it is possible to deliver on both commercial
and environmental fronts."
The focus of the GRC's Marine Natural Products meeting is to
present cutting edge research on the chemistry and biology of
natural products from the marine environment.
About Stellar
Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations. The Company markets KLH and suKLH formulations to
customers in the United States and Europe.
KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.
Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012. The Company incurred a loss and comprehensive loss
of $3.59 million for the year ended Aug. 31, 2011.
The Company's balance sheet at Nov. 30, 2013, showed $17.44
million in total assets, $9.03 million in total liabilities and
$8.40 million in total shareholders' equity.
SUNGARD AVAILABILITY: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service has assigned first-time ratings to
Sungard Availability Services Capital, Inc., including corporate
family and probability of default ratings ("CFR" and "PDR",
respectively) of B2 and B2-PD, respectively. Moody's also assigned
Ba3 ratings to the proposed $250 million senior secured revolving
credit facility due 2018 and $1.025 billion senior secured term
loan due 2019 and a Caa1 rating to the proposed $425 million
senior unsecured notes due 2022. The rating outlook is stable.
The net proceeds from the financing at Availability Services will
be used for a dividend to the parent company, SunGard Data Systems
Inc. ("SunGard"), which SunGard will use to pay down debt. On
January 28, 2014, Moody's affirmed all of SunGard's debt ratings,
including the B2 CFR, following the company's announced plans to
spin off its Availability Services business.
Ratings Rationale
Moody's considers the starting financial leverage of Availability
Services to be comparatively low, but the company is in the midst
of transition from its traditional data recovery business to being
a provider of Managed Services and cloud hosting services. Managed
Services has considerable growth prospects, but Availability
Services faces substantial competition and must invest
considerably, with the potential for acquisitions to further
enhance its market positioning and technological capabilities.
Moody's expects that total adjusted debt to EBITDA for
Availability Services will be about 4 times as of the end of 2014,
which is at the stronger end compared to other companies also at
the B2 rating level. However, the capital intensive nature of
Availability Services leads to free cash flow to debt in the low
to mid single digits, which is weaker than that of the remaining
SunGard business (levered at over 6.5 times pro forma for the
closing of the spin off). With the steady erosion of the
traditional recovery business, Moody's projects that Availability
Services will not generate profit growth until 2016 at the
earliest.
In addition, The B2 CFR also takes into account high capex
requirements associated with supporting multiple recovery centers
and data centers that provide co-location and critical IT
functions. Availability Services faces strong competition in the
hosting and managed service business, where scale and the ability
to invest is essential. As significant capital will be required to
fund growth in the data center, co-location, and cloud businesses,
Moody's thinks Availability Services will be challenged to remain
competitive.
Availability Services is supported by long-term contracts, a
market leading position in the recovery business along with IBM,
and relatively low customer concentration (e.g., Moody's estimates
that the top 25 customers comprise less than 20% of total
revenues). The company also benefits from a moderate debt leverage
profile and good liquidity, including about $100 million of cash
upon spin-off and an undrawn revolver of $250 million.
The stable outlook reflects Moody's expectation of flattish
revenue growth in 2014 and 2015 with mid single digit operating
margins and annual free cash flow of more than $50 million. The
stable outlook also assumes SunGard will not make dividend
payments to its private equity sponsors.
Consistent revenue and profitability growth (in the mid single
digits) with adjusted debt to EBITDA less than 3 times on a
sustained basis could result in a higher rating. The rating could
be lowered if revenue or operating profitability were to decline
such that the company's ratio of adjusted debt to EBITDA were to
exceed 5 times or free cash flow were negative on a sustained
basis.
Ratings assigned:
Corporate Family Rating -- B2
Probability of Default Rating -- B2-PD
Senior Secured Revolving Credit Facility -- Ba3 (LGD 3, 32%)
Senior Secured Term Loan -- Ba3 (LGD 3, 32%)
Senior Unsecured Notes -- Caa1 (LGD 5, 86%)
Rating outlook of stable.
The principal methodology used in this rating was 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.
With over $1.4 billion of projected annual revenues, Sungard
Availability Services is a provider of disaster recovery services
and managed IT services and is owned by a consortium of private
equity investors (including Bain, Blackstone, KKR, Silver Lake,
Texas Pacific Group, GS Partners, and Providence Equity).
SWIFT TRANSPORTATION: Moody's Raises Corp. Family Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service has raised the Corporate Family Rating
("CFR") for Swift Transportation Co., LLC to Ba3 from B1. At the
same time, Moody's has raised the ratings for Swift's senior
secured credit facility, consisting of a $400 million revolving
line of credit, a $229 million term loan B-1 and a $410 million
term loan B-2, to Ba1 from Ba2. In addition, Moody's has raised
the rating for Swift's $500 milion senior second priority notes to
B1 from B3. The ratings outlook is stable. The rating action
considers Swift's leading position in the truckload sector in
North America, its attractive operating margins as well as its
substantial fleet investments.
Ratings Rationale
The Ba3 CFR for Swift takes into account the company's position as
a leading provider of transportation services in the North
American truckload market. Swift operates the largest fleet of
truckload equipment in North America and has a nationwide network
of 40 major terminals. The Ba3 rating also reflects the company's
attractive operating margins, which Moody's calculates at
approximately 9.5%, on an adjusted basis, in each of the last
three years. With further growth opportunities in its higher
margin Dedicated segment and improved asset utilization in its
Intermodal segment, Moody's believes that Swift should be able to
maintain or possibly improve this level of operating margins in
the near-term.
Moody's also considers Swift's substantial fleet investments
supportive of the Ba3 rating. Capital expenditures, expressed as a
percentage of revenues, are typically in the 9-11% range,
calculated on an adjusted basis. Swift's young fleet of tractors
helps to reduce operating costs, repair and maintenance expenses
and facilitates the company's efforts to attract and retain
drivers.
Committed to reducing net debt, Swift has decreased its total
funded debt to $1.6 billion as of December 31, 2013. However, as
the company finances its fleet increasingly through operating
leases, Moody's adjustments for operating leases have risen
accordingly. On an adjusted basis, Moody's calculates total debt
at $2.7 billion as of December 31, 2013, resulting in a leverage
ratio of 3.5 times, as measured by Debt to EBITDA.
Moody's has raised Swift's liquidity rating to SGL-2 from SGL-3,
in recognition of its reduced reliance on the company's $400
million revolving line of credit. As of December 31, 2013, $17
million was drawn on the revolver, leaving circa $275 million
available, after taking into account $109 million that is used for
Letters of Credit.
The Ba1 ratings for Swift's $400 million revolving line of credit,
$229 million term loan B-1 and $410 million term loan B-2 reflect
the senior position of these instruments in Moody's Loss Given
Default ("LGD") analysis. The combined effect of the upgrade of
the CFR and an increase in the proportion of unsecured debt in the
LGD analysis caused a two notch upgrade of the rating for the $500
million senior second priority notes to B1 from B3.
The stable ratings outlook is predicated on Moody's expectation
that Swift is able to grow its business and maintains its
operating margins, in a moderately improving macro-economic
environment. Anticipating robust capital expenditures and an
adverse effect of increased cash taxes on cash flow, Moody's
expects leverage to remain at current levels in the near-term.
The ratings for Swift could be downgraded if the company's
operating income margin would deteriorate to below 9.0% for a
sustained period of time, adversely affecting cash flow
generation. Downward pressure on the ratings is also warranted if
Debt to EBITDA were to increase to more than 4.0 times or if EBIT
to Interest would be less than 2.5 times for a prolonged period.
An upgrade of the ratings for Swift could be considered if the
company is able to reduce its leverage, as measured by Debt to
EBITDA, to less than 3.0 times, while maintaining adequate
investments in its fleet. EBIT to Interest greater than 3.5 times
would also be supportive of an upward movement in the ratings.
Upgrades:
Issuer: Swift Transportation Co., LLC
Corporate Family Rating, Upgraded to Ba3 from B1
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Senior Secured Bank Credit Facility Sep 12, 2016, Upgraded to
Ba1 (LGD2, 23%) from Ba2 (LGD2, 27%)
Senior Secured Bank Credit Facility Dec 21, 2016, Upgraded to
Ba1 (LGD2, 23%) from Ba2 (LGD2, 27%)
Senior Secured Bank Credit Facility Dec 21, 2017, Upgraded to
Ba1 (LGD2, 23%) from Ba2 (LGD2, 27%)
Senior Secured Regular Bond/Debenture Nov 15, 2018, Upgraded to
B1 (LGD5, 70%) from B3 (LGD5, 76%)
Outlook Actions:
Issuer: Swift Transportation Co., LLC
Outlook, Remains Stable
The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies published in April
2013. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Swift Transportation Co., LLC, headquartered in Phoenix, Arizona,
is one of the largest providers of truckload transportation
services in North America, with line-haul, dedicated, temperature-
controlled and intermodal freight services.
T3 MOTION: To Issue $25,000 Convertible Debentures
--------------------------------------------------
T3 Motion, Inc., entered into a securities purchase agreement with
an accredited investor pursuant to which the Company agreed to
issue to the Investor non-interest bearing senior secured
convertible debentures due Nov. 26, 2014, in the principal amount
$25,000 convertible into common stock at $0.10 per share, warrants
to purchase 250,000 shares of common stock at an exercise price of
$0.10 per share, and the Company will issue 25,000 shares of
common stock to the investor.
The 2014 SPA and related documents represent a partial Second
Closing as noted in the Waiver Agreement filed under Form 8-K on
March 7, 2013. Under the terms of the Waiver Agreement, the
Company was authorized to issue $396,750 of additional Debentures
without additional approval from the Debenture holders. After
issuance of $250,000 of Debentures issued in June 2013 and the
$25,000 of February 2014 Debentures, the Company may issue
$121,750 of additional Debentures without additional approval.
The Company's obligations under the 2012 Debentures, the March
2013 Debentures the June 2013 Debentures and the 2014 Debentures
are secured by a first priority lien on all of T3's assets
pursuant to the terms of a security agreement dated Feb. 24, 2014,
among the Company, each of its subsidiaries and the Investor.
The Company expects that the proceeds of the Financing will be
used for general working capital purposes, including the purchase
of parts inventory, sales and marketing and research and
development.
The SPA gives the Investor the right, but not the obligation, to
purchase additional Debentures and Warrants at levels equal to
their participation in the Financing at any time prior to May 27,
2014.
Unregistered Sales of Equity Securities
On Nov. 21, 2013, the Company issued 662,250 shares of the
Company's unregistered common stock to an accredited investor in
exchange for the conversion of $66,225 face value of Convertible
Debentures issued on Nov. 27, 2012.
On Dec. 31, 2013, the Company issued 300,000 shares of the
Company's unregistered common stock to an accredited investor in
exchange for the conversion of $30,000 face value of Convertible
Debentures issued on Nov. 27, 2012.
On Feb. 26, 2014, the Company issued 1,000,000 shares of the
Company's unregistered common stock to two accredited investors in
exchange for the conversion of $100,000 face value of Convertible
Debentures issued on Nov. 27, 2012.
On March 3, 2014, the Company issued 1,000,000 shares of the
Company's unregistered common stock to two accredited investors in
exchange for the conversion of $100,000 face value of Convertible
Debentures issued on Nov. 27, 2012.
On Feb. 28, 2014, the Company also agreed to issue 25,000 shares
of its common stock to the Investor.
About T3 Motion
Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.
T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.
"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006). Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013. These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.
The Company's balance sheet at Sept. 30, 2013, showed $2.50
million in total assets, $11.32 million in total liabilities and a
$8.81 million total stockholders' deficit.
THERAPEUTICSMD INC: Incurs $8.4 Million Net Loss in 4th Quarter
---------------------------------------------------------------
TherapeuticsMD, Inc., reported a net loss of $8.37 million on
$2.86 million of net revenues for the three months ended Dec. 31,
2013, as compared with a net loss of $5.72 million on $1.24
million of net revenues for the same period in 2012.
For the year ended Dec. 31, 2013, the Company incurred a net loss
of $28.41 million on $8.77 million of net revenues as compared
with a net loss of $35.12 million on $3.81 million of net revenues
in 2012. The Company incurred a net loss of $12.91 million in
2011.
The Company's balance sheet at Dec. 31, 2013, showed $62.01
million in total assets, $7.31 million in total liabilities and
$54.69 million in total stockholders' equity.
Robert G. Finizio, co-founder and chief executive officer, stated,
"This has been an exciting year for the Company, highlighted by
advancements in clinical trials for our three principal hormone
therapy drug candidates. The Drug Quality and Security Act was
passed into law in November 2013, and the quick action of the FDA
to implement and enforce the new law means that compounding
pharmacies are now clearly governed by it. This law is a
catalyst, and presents an opportunity to move the market from
compounded bio-identical hormone replacement therapies, or BHRT,
to an FDA-approved bioidentical drug market. We believe that we
with our phase 3 REPLENISH Trial to evaluate our combination
product well underway, we are well-positioned to capitalize on
this new opportunity."
"We have strengthened our Board and management team, which will
support and guide us as we continue our evolution as a publicly
traded company. Our robust pipeline and strong cash position also
contribute to a positive outlook for the Company, and we look
forward to our ongoing progress," Finizio concluded.
A copy of the press release is available for free at:
http://is.gd/KIcUIH
About TherapeuticsMD
Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women. The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics. The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.
In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.
THERAPEUTICSMD INC: Releases Copy of Presentation Materials
-----------------------------------------------------------
TherapeuticsMD, Inc., provided the U.S. Securities and Exchange
Commission a copy of a PowerPoint presentation to be given at
meetings with institutional investors or analysts. A copy of the
presentation is available at http://is.gd/b3t00j
About TherapeuticsMD
Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women. The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics. The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.
In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.
The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011. The Company's balance sheet at
Sept. 30, 2013, showed $68.47 million in total assets, $6.39
million in total liabilities and $62.08 million in total
stockholders' equity.
THERMOENERGY CORP: Has Standstill Pact with Creditors Until May 1
-----------------------------------------------------------------
ThermoEnergy Corporation, on Feb. 28, 2014, entered into a
standstill agreement with The Roenigk Family Trust dated Nov. 10,
2004, Robert S. Trump and Empire Capital Partners, L.P., Empire
Capital Partners, Ltd., Empire Capital Partners Enhanced Master
Fund, Ltd., who hold promissory notes issued by the Company in the
aggregate principal amount of $5,877,217. The Company's
obligations under the Notes held by Trump and Empire are secured
by a first priority security interest in substantially all of the
Company's assets pursuant to a Security Agreement dated as of
Aug. 22, 2013.
Pursuant to the Standstill Agreement, the Creditors agreed that,
subject to certain exceptions, from the date of the Standstill
Agreement until May 1, 2014, notwithstanding the maturity of any
of the Notes nor the occurrence or continuance of any Event of
Default under any of the Notes or under the Security Agreement,
none of the Creditors will commence enforcement, collection or
similar proceedings with respect to any of the Notes or the
Collateral or exercise any other rights or remedies any of the
Creditors may have under the Notes or the Security Agreement or
otherwise, at law or in equity, with respect to our obligations
under the Notes or the Security Agreement. The Creditors have not
waived any of their rights under the Notes or the Security
Agreement and, during the Forbearance Period, interest will
continue to accrue on the Notes in accordance with their terms.
A copy of the Standstill Agreement is available for free at:
http://is.gd/Uw3wQV
About ThermoEnergy Corporation
Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.
The Company incurred a net loss of $7.38 million for the year
ended Dec. 31, 2012, as compared with a net loss of $17.38 million
on $5.58 million of revenue in 2011.
The Company's balance sheet at Sept. 30, 2013, showed $4.95
millionin total assets, $8.54 million in total liabilities, $8.97
million in series C convertible preferred stock, and a $12.56
million total stockholders' deficiency.
Grant Thornton LLP, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012. The independent auditors noted
that the Company incurred a net loss of $7,382,000 during the year
ended Dec. 31, 2012, and, as of that date, the Company's current
liabilities exceeded its current assets by $7,094,000 and its
total liabilities exceeded its total assets by $10,611,000. These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.
As reported by the TCR on July 15, 2013, the Audit Committee of
ThermoEnergy Corporation's Board of Directors voted to dismiss
Grant Thornton LLP as the Company's independent registered public
accounting firm and, on the same day, engaged Moody, Famiglietti &
Andronico, LLP, as the Company's new independent registered public
accounting firm. The dismissal was not a result of any
disagreement with the former accounting firm.
TITAN PHARMACEUTICALS: Has Deal on Probuphine Clinical Study
------------------------------------------------------------
Titan Pharmaceuticals, Inc., and its partner, Braeburn
Pharmaceuticals, have agreed in principle with the U.S Food and
Drug Administration (FDA) on the design of a clinical study in
support of the New Drug Application (NDA) for Probuphine(R), the
company's investigational subdermal implant for the maintenance
treatment of opioid dependence. The proposed clinical study will
be a randomized, double blind and double dummy design that will
provide information for a non-inferiority comparison of a six-
month treatment with a dose of four Probuphine implants to
treatment with 8mg or less of an approved daily dosed sublingual
formulation of buprenorphine. Details of the study, including
size and the data analysis plan, will be established following the
FDA's review of a complete study protocol, which Braeburn expects
to submit within the next two weeks.
"We are pleased that there is general agreement on the clinical
study," said Dr. Kate Glassman-Beebe, executive vice president and
chief development officer. "This study design provides the best
opportunity for an unbiased comparison of treatment with
Probuphine to the current standard of care practice, while making
sure all patients will receive active treatment for the disease."
Titan and Braeburn submitted a detailed clinical study synopsis to
the FDA several weeks ago, following discussions with the FDA in
November 2013 regarding the Complete Response Letter issued to the
Probuphine NDA. These discussions and feedback from the FDA led
to the study design described above.
About Titan Pharmaceuticals
South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.
Titan Pharmaceuticals incurred a net loss applicable to common
stockholders of $15.18 million in 2012, as compared with a net
loss applicable to common stockholders of $15.20 million in 2011.
As of Sept. 30, 2013, the Company had $15.52 million in total
assets, $14.49 million in total liabilities and $1.02 million in
total stockholders' equity.
TLC HEALTH: Taps Cash Realty & Auctions as Equipment Appraisers
---------------------------------------------------------------
TLC Health Network seeks authorization from the U.S. Bankruptcy
Court for the Western District of New York to employ Cash Realty &
Auctions, LLC as Debtor's furniture, fixture, and equipment
appraisers.
The retention of Cash Realty is vital to the Debtor as there has
been no recent valuation of the Debtor's furniture, fixture, and
equipment. The Debtor's secured creditors have requested an
appraisal and a valuation of the Debtor's furniture, fixture, and
equipment will be critical in the Debtor's analysis as sale
transactions are being pursued.
Cash Realty has proposed a fee of $3,500 for the preparation and
delivery of an appraisal report of the Debtor's furniture,
fixture, and equipment. Cash Realty has requested payment of the
fee upon delivery of the appraisal report.
R. Cash Cunningham, member of Cash Realty, 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.
Cash Realty can be reached at:
R. Cash Cunningham, CAI
CASH REALTY & AUCTIONS, LLC
210 Sawyer Avenue
Buffalo, NY 14150
Tel: (716) 885-2200
Fax: (716) 885-9162
Meanwhile, Joseph W. Allen, U.S. Trustee for Region 2, was slated
to convene a so-called Sec. 341 meeting of creditors on March 10.
That meeting was adjourned from Feb. 24.
About TLC Health
TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013. The petition was signed by
Timothy Cooper as Chairman of the Board. The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel. The case is assigned to the Hon.
Carl L. Bucki.
A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.
TLC HEALTH: Court Okays Hiring of Bonadio Group as Accountants
--------------------------------------------------------------
TLC Health Network sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of New York to employ
The Bonadio Group as accountants, nunc pro tunc to Dec. 16, 2013.
The Debtor appointed of Bonadio Group to provide vital accounting
and financial advisory services to the Debtor consistent with the
terms set forth in the engagement letter by and between Bonadio
and the Debtor dated Dec. 6, 2013.
Bonadio Group will be paid at these hourly rates:
Kent Godwin $160
Margie Falconer $160
Other Manager $160
Don Eichenauer $280
Bonadio Group will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Prior to the commencement of this engagement, Bonadio Group was
paid a retainer of $15,000, of which the sum $4,320 was applied
pre-petition. It is anticipated that Bonadio's post-petition fees
will be paid out of any balance of the retainer and from ongoing
operations of the Debtor in accordance with the Debtor-In-
Possession Budget and after proper application and Court approval.
Donald T. Eichenauer, partner of Bonadio Group, 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.
Bonadio Group can be reached at:
Donald T. Eichenauer
BONADIO & CO., LLP
171 Sully's Trail, Suite 201
Pittsford, NY 14534
Tel: (585) 381-1000
Fax: (585) 381-3131
Meanwhile, Joseph W. Allen, U.S. Trustee for Region 2, was slated
to convene a so-called Sec. 341 meeting of creditors on March 10.
That meeting was adjourned from Feb. 24.
About TLC Health
TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013. The petition was signed by
Timothy Cooper as Chairman of the Board. The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel. The case is assigned to the Hon.
Carl L. Bucki.
A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.
TLC HEALTH: Creditors' Panel Gets Nod to Hire Bond Schoeneck
------------------------------------------------------------
The Official Committee of Unsecured Creditors of TLC Health
Network sought and obtained authorization from the U.S. Bankruptcy
Court for the Western District of New York to retain Bond,
Schoeneck & King, PLLC as counsel to the Committee, nunc pro tunc
to Jan. 6, 2014.
The Committee requires Bond Schoeneck to:
(a) review of the Debtor's petition, schedules and statement of
financial affairs;
(b) negotiate with the Debtor and other parties in interest
concerning the treatment of general unsecured creditors in
this case;
(c) examine liens against real and personal property;
(d) examine claims filed in this case;
(e) negotiate with the Debtor and other parties in interest
concerning the liquidation of substantially all of the
Debtor's assets;
(f) negotiate with the Debtor concerning the drafting of a
disclosure statement and chapter 11 plan; and
(g) all other pertinent and required representation in
connection with the provisions of Title 11 U.S.C.
Bond Schoeneck will be paid at these hourly rates:
Junior Associates $140
Senior Partners $370
Bond Schoeneck will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Stephen A. Donato, member of Bond Schoeneck, 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.
Bond Schoeneck can be reached at:
Stephen A. Donato, Esq.
BOND, SCHOENECK & KING, PLLC
One Lincoln Center
Syracuse, NY 13202
Tel: (315) 218-8336
Fax: (315) 218-8100
E-mail: sdonato@bsk.com
Meanwhile, Joseph W. Allen, U.S. Trustee for Region 2, was slated
to convene a so-called Sec. 341 meeting of creditors on March 10.
That meeting was adjourned from Feb. 24.
About TLC Health
TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013. The petition was signed by
Timothy Cooper as Chairman of the Board. The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel. The case is assigned to the Hon.
Carl L. Bucki.
A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.
TLC HEALTH: Court Okays Damon & Morey as Healthcare Counsel
-----------------------------------------------------------
TLC Health Network sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of New York to employ
Damon & Morey LLP as special Health Care Law & Corporate counsel,
nunc pro tunc to Dec. 16, 2013 petition date.
Damon & Morey will be required to render legal services relating
to the administration and prosecution of the health care and
corporate law issues that impact the Debtor during this Chapter 11
case (the "Health Care and Corporate Representation"). The
professional services to be rendered by Damon & Morey to the
Debtor include assisting the Debtor in dissolving various
affiliates and subsidiaries, providing corporate counsel and
representation with respect to various real estate and health care
related matters.
Damon & Morey's current discounted rates for the distressed, rural
hospital range from $160 to $225 per hour for attorneys, and $90
per hour for paralegals and law clerks.
Damon & Morey will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gary R. Maas, partner of Damon & Morey, 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.
Damon & Morey can be reached at:
Gary R. Maas, Esq.
DAMON & MOREY LLP
The Avant Bldg. Suite 1200
200 Delaware Avenue
Buffalo, NY 14202
Tel: (716) 858-3711
E-mail: gmaas@damonmorey.com
Meanwhile, Joseph W. Allen, U.S. Trustee for Region 2, was slated
to convene a so-called Sec. 341 meeting of creditors on March 10.
That meeting was adjourned from Feb. 24.
About TLC Health
TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013. The petition was signed by
Timothy Cooper as Chairman of the Board. The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel. The case is assigned to the Hon.
Carl L. Bucki.
A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.
TOWN SPORTS: Moody's Lowers Corp. Family Rating to 'B2'
-------------------------------------------------------
Moody's Investors Service downgraded the ratings of Town Sports
International Holdings, Inc. ("TSIH"), including its Corporate
Family Rating to B2 from B1, and the senior secured bank facility
of Town Sports International, LLC ("TSI", which is a wholly-owned
subsidiary of TSIH - collectively referred to as "Town Sports") to
B1 from Ba3. The rating outlook is stable.
The downgrade of Town Sports' ratings reflects the company's
declining EBITDA -- due to decreasing membership counts and
negative comparable same store sales growth over the past 5 fiscal
quarters -- and Moody's expectation that profitability will
decline further over the next year amid increasing competition in
the fitness club sector. Town Sports management has publicly
stated it expects the company's EBITDA to be down between 15% and
20% for the full year 2014 as compared to fiscal 2013. This
decline in EBITDA -- assuming no change in debt -- will result in
Moody's adjusted leverage (all metrics cited include Moody's
standard adjustments, including operating leases) increasing to
approximately 5.4 times at the end of fiscal 2014.
The following is the summary of rating activity for Town Sports
International Holdings, Inc.
Ratings downgraded:
Corporate Family Rating to B2 from B1
Probability of Default Rating to B2-PD from B1-PD
Rating affirmed:
Speculative Grade Liquidity rating at SGL-2
The following is the summary of rating activity for Town Sports
International, LLC
Ratings downgraded:
$45 million senior secured revolving credit facility due 2018 to
B1 (LGD 3, 40%) from Ba3 (LGD 3, 39%)
$325 million senior secured term loan B due 2020 to B1 (LGD 3,
40%) from Ba3 (LGD 3, 39%)
Rating Rationale
The B2 Corporate Family Rating reflects Town Sports' high leverage
and modest interest coverage (EBITDA less capex/interest),
expected to be about 5.4 times and 1.5 times (excluding
discretionary spending), respectively, at the end of fiscal 2014.
Town Sports' earnings are affected by increasing competition from
lower-cost clubs and smaller clubs that offer a single, pay-as-
you-go, type of workout, such as spinning or boot camp. In each of
the past five quarters, Town Sports membership count and
comparable same store sales have been negative. The B2 Corporate
Family rating also takes into consideration Town Sports' modest
scale and exposure to discretionary consumer spending trends. In
addition, its operating performance is strongly tied to the
economic health of the Mid-Atlantic and Northeast markets it
serves, and more specifically the New York City metro, where a
majority of its clubs are located. The rating is supported by the
company's business position as a large-scale fitness club
operator, strong brand awareness, and the favorable long-term
fundamentals for the fitness industry.
The B1 rating on the first lien secured credit facility reflects
both the overall probability of default of the company, reflected
in the Probability of Default Rating of B2-PD, and a loss given
default assessment of LGD 3 (40%). The secured credit facility
receives a one notch uplift from the Corporate Family Rating,
reflecting the assumption that there will be a relatively large
amount of lease rejection claims in a default scenario that
provide support to the secured debt. Given the covenant light
nature of the proposed credit agreement, we expect an average
overall recovery rate of 50% in a default scenario, which is
consistent with Moody's Loss Given Default Methodology.
The stable rating outlook reflects our expectation that over the
next 12 to 18 months Town Sports' membership count and same store
sales will continue to be pressured by additional competition, and
free cash flow will be consumed by growth activities, resulting in
debt/EBITDA maintained around 5.5 times.
Town Sports' ratings could be downgraded if the company is unable
to turn around negative membership count and comparable store
sales trends, leading to debt/EBITDA sustained above 6.0 times,
EBITDA less capex coverage of interest expense of about 1.25 times
(excluding discretionary spending), or a material weakening of
liquidity.
Town Sports' ratings could be upgraded if the company improves
membership count and comparable store sales trends resulting in
debt/EBITDA stabilized below 4.5 times.
Town Sports International Holdings, Inc., through its wholly-owned
operating subsidiary Town Sports International, LLC, is one of the
leading owners and operators of fitness clubs in the Northeast and
Mid-Atlantic regions of the United States. As of December 31,
2013, the company operated 162 fitness clubs under four key
regional brand names; New York Sports Clubs, Boston Sports Clubs,
Washington Sports Clubs and Philadelphia Sports Clubs as well as
three clubs in Switzerland. These clubs collectively served
approximately 497,000 members as of December 31, 2013. Revenue for
the twelve months ended December 31, 2013 was $470 million.
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.
TSLP INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TSLP Investments, LLC
400 Hickory Drive, Suite 101
Aberdeen, MD 21001
Case No.: 14-13843
Chapter 11 Petition Date: March 13, 2014
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Judge: Hon. James F. Schneider
Debtor's Counsel: Stephen F. Fruin, Esq.
WHITEFORD, TAYLOR & PRESTON, LLP
Seven Saint Paul Street, #1800
Baltimore, MD 21202
Tel: (410) 347-9494
Email: sfruin@wtplaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Leonard A. Parrish, member of Palm
Investments, LLC.
A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb14-13843.pdf
TUSCANY DRILLING: U.S. Trustee Appoints Equity Holders' Committee
-----------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed the
following to the official committee of equity security holders in
the Chapter 11 cases Tuscany International Holdings (U.S.A.) Ltd.,
et al.:
(1) John Adler
2119 Elliott Ave.
McLean, VA 22101
(2) Jason Pageau
6573 Goldencreek Way
Las Vegas, NV 89108
(3) Nassos Kirykos
Kaviron 8
Lavrio 19500, Greece
About Tuscany International
Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.
Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.
Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.
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.
The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID. As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador. Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.
Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer. Prime Clerk LLC is the claims and notice
agent, and administrative agent. McCarthy Tetrautt LLP is the
special Canadian counsel. Deloitte & Touche LLP provides tax
services.
Robert A. DeAngelis, U.S. Trustee for Region 3, said it was unable
to form an official committee of unsecured creditors.
UNITED AIRLINES: IAM Wins Pension Increase for Members
------------------------------------------------------
The International Association of Machinists and Aerospace Workers
(IAM) this week concluded discussions with the Board of Trustees
of the IAM National Pension Fund (IAMNPF) that will increase
pension benefits by 35 to 45 percent for approximately 17,000 IAM
members at United Airlines.
"IAM members at United Airlines are covered by the best pension
plan in the airline industry, and that plan just got a whole lot
better today," said IAM General Vice President Sito Pantoja, who
credited IAM President Tom Buffenbarger and General Secretary-
Treasurer Robert Roach, Jr. as well as the trustees of the IAMNPF
for their support and assistance throughout the discussions.
While United Airlines terminated all employee pensions during its
bankruptcy reorganization in 2005, the IAM was able to secure a
defined-benefit plan with the IAM National Pension Plan (IAMNPP)
during the ensuing round of bankruptcy bargaining. Due to
United's precarious financial condition at the time, the agreement
called for IAM members at United to receive 85 percent of the
normal benefit. [Thurs]day's agreement with the IAMNPF mandates
United IAM members receive equal benefits as other IAMNPP
participants.
"When combined with improvements contained in the recently
ratified contracts at United, the future service pension benefits
of IAM members at United will increase by approximately 35 percent
this year, and by over 45 percent during the term of the
contracts," said IAM District 141 President and Directing General
Chairman Rich Delaney. "I want to thank all IAM members at United
for their support and solidarity, and it makes me very happy that
they and their families' retirement security has been improved
greatly."
The IAM represents approximately 32,000 fleet service, passenger
service, stockroom, maintenance-training instructor, fleet
technical instructor, security officer and food service employees
at United Airlines and is the largest airline union in North
America. Pre-merger Continental Airlines employees will continue
to be covered by a company sponsored defined-benefit pension plan.
About UAL Corp.
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts. Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.
Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006. The company emerged from bankruptcy protection
on Feb. 1, 2006.
UNIVERSITY GENERAL: Plan Participants Now Have Access to Hospital
-----------------------------------------------------------------
People enrolled in UnitedHealthcare's employer-sponsored,
individual, Medicare Advantage and Medicaid health plans now have
access to University General Hospital in Houston, located near the
Texas Medical Center.
University General Hospital is a general acute care hospital that
includes a fully staffed and licensed emergency room as well as
outpatient imaging, laboratory services and in-patient care.
University General's emphasis on patient comfort and favorable
outcomes is evident in its Hospital Outpatient Departments, which
include ambulatory surgical centers, diagnostic imaging
facilities, physical therapy, sports rehab, sleep clinics and a
hyperbaric wound care center. The hospital has attracted a
growing number of respected surgeons and other physicians from the
Houston medical community.
"We are very pleased that University General's medical care will
now be available to UnitedHealthcare plan participants on an in-
network basis," said Hassan Chahadeh, M.D., chairman and CEO of
University General Health System, Inc., the publicly-traded parent
of University General Hospital. "One of our primary goals has
been to offer patient-centric care to the broadest number of
people throughout the Houston metropolitan area, and by expanding
access to our facility to include UnitedHealthcare customers, we
will achieve this objective."
"University General is an important addition to our care provider
network, giving UnitedHealthcare plan customers greater choice and
access to facilities near where they live and work," said Dave
Milich, CEO, UnitedHealthcare of South Texas.
UnitedHealthcare, a UnitedHealth Group (NYSE: UNH) company, serves
more than 3.8 million Texans with a care provider network of more
than 500 hospitals and 51,000 physicians and care professionals
statewide.
About University General
University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area. It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.
University General incurred a net loss attributable to common
shareholders of $3.97 million on $113.22 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
attributable to common shareholders of $2.57 million on $71.17
million of total revenues during the prior year.
As of Sept. 30, 2013, the Company had $189.45 million in total
assets, $169.55 million in total liabilities, $3.07 million in
series C, convertible preferred stock, and $16.82 million in total
equity.
Moss, Krusick & Associates, LLC, in Winter Park, Florida, 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 negative working capital and
relative low levels of cash and cash equivalents. These
conditions raise substantial doubt about its ability to continue
as a going concern.
VERTIS HOLDINGS: Exclusive Plan Filing Date Extended to April 14
----------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended the time by which Vertis Holdings,
Inc., et al., has exclusive right to file a plan until April 14,
2014, and the time by which it has exclusive right to solicit
acceptances of its plan until June 12.
The Debtors are seeking the extensions to ensure that the final
disposition of their cases takes into account the best interests
of the Debtors, and their creditors and estates. The Debtors said
in their Feb. 3, 2014 court filing that the size and relative
complexity of their Chapter 11 cases justifies the requested
extension of the Exclusive Periods.
The Debtors added that since the Petition Date, they have made
significant progress in their efforts to conclude their cases in a
consensual, prompt and cost-effective manner that serves the best
interests of creditors. According to the Debtors, they have
committed significant time and energy to, among other things,
(i) reviewing, reconciling and, where appropriate, objecting to
proofs of claim filed against the Debtors' estates; (ii) actively
defending that certain adversary proceeding styled Riverside
Acquisition Group LLC dba Com-Pak Services v. Vertis Holdings,
Inc., et al., including engaging in material written discovery,
depositions, motion practice, numerous 'meet and confer'
conferences and telephonic hearings before this Court, and
(iii) fulfilling their obligations under that certain Transition
Services Agreement, dated Jan. 15, 2013, by and between the
Debtors and Quad; (iv) negotiating and obtaining approval of the
continued consensual use of cash collateral in these cases through
April 30, 2014, to permit the Debtors to continue to wind-down
their estates in an orderly and value maximizing manner.
About Vertis Holdings
Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.
Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.
As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.
Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP. Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice. Kurtzman
Carson Consultants LLC is the Debtors' claims agent.
Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.
Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-
11460) on July 15, 2008, to complete a merger with American Color
Graphics. ACG also commenced separate bankruptcy proceedings. In
August 2008, Vertis emerged from bankruptcy, completing the
merger.
Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010. The Debtor estimated its
assets and debts of more than $1 billion. Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174). The
bankruptcy court approved the prepackaged Chapter 11 plan on Dec.
16, 2010, and Vertis consummated the plan on Dec. 21. The plan
reduced Vertis' debt by more than $700 million or 60%.
GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP. Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.
On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million. This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.
WEST TEXAS GUAR: Farmers File Involuntary Chapter 11
----------------------------------------------------
Walt Nett, writing for the Lubbock Avalanche-Journal, reported
that representatives of 24 farms filed an involuntary Chapter 11
bankruptcy petition on March 14 against West Texas Guar.
According to the petition, the farmers claim they are owed nearly
$4 million for seed they've delivered on the 2013 harvest but
haven't been paid for.
The report noted that many more area farmers also agreed to sell
their entire guar harvest to the Brownfield business, bringing
estimates of the loss to as much as $14 million. Payment in full
was due in February.
Guar is a seed crop that has a variety of uses in human and animal
food production, textiles and fracking for oil and gas wells.
The report said the filing Friday by Lubbock attorneys R. Byrn
Bass, Esq., and Fernando M. Bustos, Esq., is the latest step in a
legal dance that included 121st Judicial District Judge Kelly
Moore issuing a temporary restraining order March 7 halting
operations at the facility. Judge Moore has ordered a hearing for
March 21, on the farmers' request for a temporary injunction in
the matter.
The report also noted that, according to documents on West Texas
Guar's Web site, the company offered a deal that would pay farmers
half of what they're owed now, with the remaining half financed on
a two-year note at 4% interest. For the deal to work, the
documents say, West Texas Guar needs approval of growers
representing 95% of the debt and a commitment of at least 50,000
acres for the 2014 harvest. West Texas Guar would provide the
seeds to the farmers for free, and the growers would commit to a
price of 32 cents per pound.
WEST TEXAS GUAR: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: West Texas Guar, Inc.
807 North 5th Street
Brownfield, TX 79316
Case Number: 14-50056
Type of Business: Agricultural processor
Involuntary Chapter 11 Petition Date: March 14, 2014
Court: United States Bankruptcy Court
Northern District of Texas (Lubbock)
Judge: Hon. Robert L. Jones
Petitioner's Counsel: R. Byrn Bass, Jr., Esq.
R. BYRN BASS, JR., ATTORNEY AT LAW
Compass Bank Building
4716 4th St., Suite 100
Lubbock, TX 79416
Tel: (806) 785-1250
Fax: (806) 771-1260
Email: bbass@bbasslaw.com
Debtor's Petitioners:
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
Joe D. Barnes Farm Company Guar harvested $29,525
905 Caprock and sold to Debtor
Big Spring, TX 79720 but not paid for
Circle B. Farms, Inc. Guar harvested $137,776
5002 West CR 46 and sold to Debtor
Ackerly, TX 79713 but not paid for
Bill and Lisa Barnes Guar harvested $50,441
Joint Venture and sold to Debtor
5002 West CR 46 but not paid for
Ackerly, TX 79713
2B Farms, Inc. Guar harvested $91,520
905 Caprock Drive and sold to Debtor
Big Spring, TX 79720 but not paid for
Bobby Bellows Guar harvested $280,457
4716 State Highway 137 and sold to Debtor
Ackerly, TX 79713 but not paid for
Brian Harris and Guar harvested $620,003
Tracey Harris and sold to Debtor
dba BLJ Joint Venture but not paid for
3154 West FM 2002
Lamesa, TX 79331
Alvin R, Harris Guar harvested $79,612
1806 Highway 137 and sold to Debtor
Lamesa, TX 79331 but not paid for
Harvest Moon Farms Guar harvested $61,304
P.O. Box 1393 and sold to Debtor
Seagraves, TX 79359 but not paid for
B&B Harlan Farms Guar harvested $3,707
P.O. Box 1393 and sold to Debtor
Seagraves, TX 79359 but not paid for
P&B Farms Guar harvested $7,058
P.O. Box 1393 and sold to Debtor
Seagraves, TX 79359 but not paid for
Tommy Mason Guar harvested $88,537
1909 East Reppto and sold to Debtor
Brownfield, TX 79316 but not paid for
Four M Farms Guar harvested $13,074
1909 East Reppto and sold to Debtor
Brownfield, TX 79316 but not paid for
Short Farms Guar harvested $314,319
P.O. Box 148 and sold to Debtor
Rochseter, TX 79544 but not paid for
Danny Cook Guar harvested $126,536
4301 E. County Road 7500 and sold to Debtor
Slaton, TX 79364 but not paid for
David Cook Guar harvested $95,187
P.O. Box 511 and sold to Debtor
Tahoka, TX 79373 but not paid for
Rustin Knight Guar harvested $215,948
1901 E. Tate and sold to Debtor
Brownfield, TX 79316 but not paid for
Harvey Dell Knight, Jr. Guar harvested $260,042
2061 CR 180 and sold to Debtor
Tokio, TX 79376 but not paid for
Brian Harris Guar harvested $92,454
3154 W. FM 2002 and sold to Debtor
Lamesa, TX 79331 but not paid for
James Bridwell Guar harvested $148,875
700 N. 19th Street and sold to Debtor
Haskell, TX 79521 but not paid for
Brad Cude Guar harvested $691,238
302 Terrace Circle and sold to Debtor
Lamesa, TX 79331 but not paid for
Chad Raines Guar harvested $105,143
1006 N. 9th Street and sold to Debtor
Lamesa, TX 79331 but not paid for
Key Farms, Inc. Guar harvested $41,332
P.O. Box 219 and sold to Debtor
Lamesa, TX 79331 but not paid for
M&P, Joint Venture Guar harvested $160,000
400 North 1584 and sold to Debtor
Big Spring, TX 79720 but not paid for
M&D Farm, Joint Venture Guar harvested $197,653
4397 West FM 846 and sold to Debtor
Knott, TX 79748 but not paid for
WHEELBLAST INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wheelblast, Inc.
3951 Copeland Drive
Zephyrhills, FL 33542
Case No.: 14-02773
Chapter 11 Petition Date: March 14, 2014
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: David S Jennis, Esq.
JENNIS & BOWEN P.L.
400 North Ashley Drive, Suite 2540
Tampa, FL 33602
Tel: (813) 229-1700
Fax: (813) 229-1707
Email: ecf@jennisbowen.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael B. Lynch, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-2773.pdf
WIZARD WORLD: Incurs $3.8 Million Net Loss in 2013
--------------------------------------------------
Wizard World, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common stockholders of $3.88 million on $11.18
million of convention revenue for the year ended Dec. 31, 2013, as
compared with a net loss attributable to common stockholders of
$3.13 million on $6.74 million of convention revenue in 2012. The
Company incurred a net loss of $2.01 million in 2011.
The Company's balance sheet at Dec. 31, 2013, showed $4.38 million
in total assets, $2.09 million in total liabilities and $2.29
million in total stockholders' equity.
A copy of the Form 10-K is available for free at:
http://is.gd/nbqKRC
About Wizard World
Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels. These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.
WYNN RESORTS: S&P Affirms 'BB+' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Wynn Resorts, including the 'BB+' corporate credit rating. The
rating outlook is stable.
At the same time, S&P affirmed its 'BB' issue level rating on Wynn
Macau Limited's (a subsidiary of Wynn Resorts Ltd.) senior notes
due 2021. The $750 million add-on would bring the total size of
the issue to $1.35 billion. The company plans to use proceeds
from the add-on senior notes for working capital and general
corporate purposes, which S&P expects to include development and
construction of the Wynn Cotai resort.
"The corporate credit rating on the Wynn Resorts family of
companies reflects our assessment of the company's business risk
profile as 'satisfactory' and its financial risk profile as
'significant'," said Standard & Poor's Ratings Services credit
analyst Melissa Long.
Standard & Poor's bases its ratings on Wynn Resorts and its
subsidiaries (Wynn Las Vegas and Wynn Macau) on the consolidated
group credit profile and application of S&P's group ratings
methodology. S&P considers each of the subsidiaries to be "core"
entities, and therefore rates them at the same level as Wynn
Resorts. The subsidiaries all operate in the same line of
business, are integral to Wynn's current identity and future
strategy, and are unlikely to be sold. Additionally, the
subsidiaries are wholly or majority owned through various entities
of Wynn Resorts and share the same brands as other group entities.
S&P believes the subsidiaries are closely linked to Wynn's
reputation and brand. Additionally, Wynn Macau constitutes a
significant percentage of Wynn Resorts' total property-level
EBITDA. Furthermore, Wynn Resorts has significant ability to
extract cash flows from Wynn Macau.
The stable outlook on Wynn reflects S&P's belief that, based on
performance expectations, Wynn's leverage will remain around 4x
through 2015, incorporating substantial resort development
spending in Cotai over the next few years, but that leverage will
improve to the low-3x area upon the anticipated opening of the
Cotai resort in 2016. The stable outlook also reflects Wynn's
significant operating cash flow generation and cash balances and
S&P's expectation that FFO to debt will exceed 20% and EBITDA
coverage of interest will exceed 5.5x through 2015, which offset
somewhat weak expected peak debt to EBITDA through 2015. In
addition, S&P expects Wynn's strong liquidity position will help
it to pursue and finance developments in a manner that preserves
credit quality in line with a significant financial risk profile.
A lower rating could result from meaningfully weaker performance
in Las Vegas or Macau than S&P currently expects, which could stem
from a more muted economic recovery or another downturn in the
U.S., or less robust economic growth in China than S&P's
economists are currently forecasting. A downgrade could also stem
from a more aggressive use of debt to fund the Cotai development
than S&P has incorporated into its ratings, or if Wynn pursues
additional expansion opportunities over the near term, such that
S&P believes it would sustain leverage above 4.5x for a prolonged
period. Additionally, a lower rating could result if litigation
involving the buyout in 2012 of equity interests owned by a former
board member were to result in Wynn making a significant payment
on top of the already completed share redemption.
An upgrade seems unlikely over next two years, given S&P's
expectation for peak leverage to be somewhat weak through 2015 as
the company completes its Cotai development and potentially
pursues additional development opportunities (including
Massachusetts and a second phase in Cotai). Also, the potential
for further litigation and governance disruption related to the
aforementioned board member buyout, and the risk that the
valuation of the redeemed shares will be contested and could
result in a higher payout, limits rating upside.
At the current rating, based on S&P's assessment of Wynn's
business risk profile as satisfactory, a leverage spike as high as
4.5x to fund development projects would not change the rating.
However, leverage below 4x is in line with S&P's assessment of
Wynn's financial risk profile as significant.
S&P could raise the rating to 'BBB-' if it expects leverage to be
maintained below 3x, with spikes to the mid- to high-3x area to
fund development projects that S&P believes strengthen or preserve
the company's business risk profile.
XO COMMUNICATIONS: Moody's Assigns B2 Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family
Rating (CFR) and B2-PD Probability of Default Rating (PDR) to XO
Communications, LLC ("XO" or "the company"). Moody's has also
assigned a B2 (LGD3, 46%) rating to the company's proposed $500
million senior secured 1st lien term loan due 2021. The proceeds
from the new term loan will be used primarily to fund network
investments. The ratings are contingent upon Moody's review of
final documentation and no material change in the terms and
conditions of the debt as advised to Moody's. The outlook is
stable.
Issuer: XO Communications, LLC
Assignments:
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
US$500M Senior Secured 1st Lien Term Loan, Assigned B2
(LGD3, 46%)
Outlook, Stable
Ratings Rationale
XO's B2 CFR reflects its weak free cash flow profile and the
intense competitive pressures that the company faces from larger
peers. The ratings are supported by XO's moderate leverage of
around 3x (Moody's adjusted) and its commitment to continue to
invest in its network, which could help to reverse the company's
revenue decline and improve EBITDA margin over the next few years.
XO plans to use the proceeds from the debt offering to increase
its reach and penetration of on-net fiber-fed buildings, develop
new products and expand its network in existing markets. Moody's
expects capital expenditures to remain elevated above XO's
historical average of around 14%-15% capex/revenue over the next
several years as the company completes this investment phase. XO's
on-net strategy is intended to reduce its reliance upon incumbent
carriers for last mile connectivity, which will expand the
company's addressable market for sales growth, grow margins and
improve service quality.
Moody's believes that service providers that own end user
connections are the industry's dominant players, and are protected
by high barriers to entry from competition. These assets also have
the longest economic lives in the network and are the slowest to
evolve technologically. However, while the end user connections
have the most value and are the most difficult to replicate, they
are also the most capital intensive relative to applicable revenue
generated.
To achieve a sustainable business, XO must improve its
profitability such that it can perpetuate investment into the
network with internally generated cash. Moody's believes that
EBITDA margins in the low to mid 30% range are the minimum level
for a sustainable telecom operator with XO's business mix. The
current margin profile in the low 20% range will not support the
capital investment requirements of the base business and leave
enough cash flow to service debt and provide a reasonable return
on investment.
The ratings for the debt instruments reflect both the overall
probability of default of XO, to which Moody's assigns a
probability of default rating (PDR) of B2-PD, the average family
loss given default assessment and the composition of the debt
instruments in the capital structure. Moody's assumes a 50% family
recovery rate as the term loan makes up majority of the debt
within the capital structure and has an unrestrictive level of
covenant protection. The proposed $500 million senior secured 1st
lien term loan is rated B2 (LGD3, 46%) in line with the CFR.
Moody's expects XO to have very good liquidity over the next
twelve months and estimates the company will have $550 million of
cash on hand at the close of the transaction. Moody's expects the
company's free cash flow to remain negative over the next 12 to 18
months given the company's capital investment plan, but that the
amount being raised will fund the network expansion at least
through 2016.
The stable outlook reflects Moody's view that XO will be able to
reverse its revenue decline and improve EBITDA margin by year end
2015.
Moody's could upgrade XO's ratings if EBITDA margin is above 30%
(Moody's adjusted) and FCF/Debt is sustained above 10%. Downward
rating pressure could develop if liquidity becomes strained or if
leverage approaches 5x (Moody's adjusted). Moody's could also
lower the ratings if the company is unable to grow revenue and
improve EBITDA margin.
The principal methodology used in this rating was the Global
Telecommunications Industry 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.
Headquartered in Herndon, VA, XO Communications, LLC is a
nationwide provider of advanced IP communications, intelligent
networking and cloud computing services for business, large
enterprise and wholesale customers.
ZALE CORP: Z Investment Stake at 25.2% as of Feb. 19
----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Z Investment Holdings, LLC, and its
affiliates disclosed that as of Feb. 19, 2014, they beneficially
owned 11,064,684 shares of common stock of Zale Corporation
representing 25.2 percent of the shares outstanding. A copy of
the regulatory filing is available at http://is.gd/cosEv0
About Zale Corporation
Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/
Zale Corp reported a net loss of $27.30 million for the three
months ended Oct. 31, 2013. Zale Corp disclosed net earnings of
$10.01 million for the year ended July 31, 2013, as compared with
a net loss of $27.31 million for the year ended July 31, 2012.
The Company incurred a net loss of $112.30 million for the year
ended July 31, 2011 and a net loss of $93.67 million for the year
ended July 31, 2010.
As of Oct. 31, 2013, Zale Corporation had $1.31 billion in total
assets, $1.16 billion in total liabilities and $152.95 million in
total stockholders' investment.
* Another Court Retains Absolute Priority Rule for Individuals
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Congress didn't repeal the so-called absolute
priority rule for individuals in Chapter 11 when it amended the
Bankruptcy Code in 2005, a district judge in Philadelphia ruled.
The issue has divided federal courts, Mr. Rochelle said. Three
circuit courts of appeal and 17 bankruptcy courts follow the
narrow view holding that absolute priority survives in
individuals' Chapter 11s. One bankruptcy appellate panel, one
district court and seven bankruptcy courts read the amendments
broadly and contend that the absolute priority rule no longer
applies to individuals in Chapter 11, according to U.S. District
Judge Timothy J. Savage in Philadelphia.
The result reached by Savage and the appeals courts is unfavorable
to owners of small businesses in Chapter 11, according to Mr.
Rochelle. If there is even one creditor with a large enough claim
opposing the plan so creditors don't approve it by required
majorities, the bankrupt can't use the so-called cramdown process
to win confirmation. As a result, a small-business owner can be
forced to liquidate or sell the business, even if the plan might
have paid more than liquidation.
The case turns on language added in 2005 to Section
1129(b)(2)(B)(ii) of the Bankruptcy Code and Section 1115 which
was entirely new, Mr. Rochelle pointed out. The majority take the
view that the plain meaning of the two statutes together only
allows an individual using cramdown to keep property obtained
after filing bankruptcy.
Judge Savage found the language unambiguous, Mr. Rochelle related.
Even if it weren't, he nonetheless subscribed to the narrow view.
He said there is nothing in the statute or legislative history to
indicate that Congress intended to abrogate absolute priority for
individuals.
The most recent appeals court decision on the issue came down in
May from the circuit court in New Orleans in a case called Lively.
The case is Brown v. Ferroni, 13-cv-06460, U.S. District Court,
Eastern District of Pennsylvania (Philadelphia).
* Sale Didn't Enable Buyer to Avoid Union Contract
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there is no short-cut for a buyer of a business to
ditch a union contract, in the view of U.S. District Judge
Lawrence P. Zatkoff from Port Huron, Michigan.
According to the report, former company officers bought a business
in bankruptcy, through confirmation of a Chapter 11 plan. The
bankrupt company assumed the union contract, although it wasn't
assigned to the buyers.
The buyers later didn't honor the union contract and sued the
union in federal district court for a declaration that the
bankruptcy sale gave them the business free of the contract, the
report related. Judge Zatkoff said it didn't and ruled that the
buyers were the alter ego of the bankrupt company.
The chief dispute was whether the sale "free and clear" gave the
buyers the company without the union contract, the report further
related. Judge Zatkoff said it didn't.
He pointed to language in the confirmation order where the
bankruptcy judge said there was no determination whether the
buyers were successors to the bankrupt company, the report added.
The case is Road Sprinkler Fitters Local Union No. 669 v. Tristar
Fire Protection Inc., 12-cv-13983, U.S. District Court, Eastern
District Michigan (Port Huron).
* Expanded 'Bad Boy' Guarantees Undercut Nonrecourse Loans
----------------------------------------------------------
Law360 reported that in recent years banks have stretched the
definition of what is covered by "bad boy" guarantees attached to
nonrecourse real estate loans to include actions such as
involuntary bankruptcy in addition to fraud and intentional
misrepresentation, putting onerous pressure on borrowers, experts
say.
According to the report, a long-running joke among real estate
finance attorneys is that the definition of a guarantor is "the
fool with a pen who shows up at the loan closing," but some say
banks have taken increasingly drastic measures in recent years.
* Fed Move Rattles Global Bank Talks
------------------------------------
Ryan Tracy, writing for The Wall Street Journal, reported that the
Federal Reserve's move to impose tough capital rules on foreign
banks in the U.S. could complicate global coordination on another
postcrisis priority: international agreement on a plan that
eliminates the chance any bank is too big to fail.
According to the report, the central bank's decision, which came
after months of pushback from overseas policy makers, inflamed
other financial-system overseers who saw it as an intentional
break from international coordination on postcrisis financial
rules. That includes ongoing talks on a plan for dismantling a
global financial firm without using government money in a future
financial crisis.
In response to the Fed's vote, a spokeswoman for Michel Barnier,
European commissioner for the internal market, said the new rule
"conflicts with the international standards on cross-border
cooperation in bank resolution," referring to the standards for
handling a large firm's failure, the report related. "This has
been decided unilaterally," she said.
U.S. regulators said the Fed's move was consistent with efforts to
make the global financial system more stable, the report further
related. But some market observers are concerned it could hamper
the global effort to prevent the next Lehman Brothers from
rippling across the global financial system as it did in 2008.
"One of the lessons from 2008 was that we needed more
international cooperation, not less," the report cited Michael
Krimminger, a partner at Cleary Gottlieb Steen & Hamilton LLP and
former general counsel of the Federal Deposit Insurance Corp., as
saying. "I fear that by putting up these capital and other
standards country by country, we create the incentives for less
cooperation, not more."
* Buchanan Ingersoll & Rooney & Fowler White Boggs Merge
---------------------------------------------------------
Two major law firms, Buchanan Ingersoll & Rooney PC and Fowler
White Boggs P.A. announced that a vote from shareholders of both
firms on March 13 affirmed their merger, effective March 14, 2014.
The addition of more than 90 attorneys and government relations
professionals from Fowler White to the nearly 450 at Buchanan will
propel the unified firm to one of the 100 largest law firms in the
United States and will further enhance the firm's preeminent East
Coast presence and key practice areas. Both firms enter the
combination from positions of financial strength with deep client
relationships and a culture that focuses on maintaining the
highest levels of client service. Terms of the deal were not
disclosed.
"This combination made sense from every angle," stated
Jack Barbour, Buchanan's CEO. "We were looking to increase our
bench in Florida, but only with professionals from a firm with the
same cultural values and strategic objectives as ours. Fowler
White perfectly fit the bill," he added.
The combined firm will have a significant presence in Miami and
Fort Lauderdale, with a total headcount of nearly 30 lawyers in
those offices. Fowler's additional offices in Tampa, Fort Myers,
Tallahassee and Jacksonville will bring the combined firm's total
Florida attorney headcount to more than 100.
"Buchanan's geographic reach and practice strengths were key
factors in our decision to combine with them," said Rhea Law,
Fowler's CEO and board chairman. "Fowler White's leadership in
the areas of economic development has created opportunities to
utilize Buchanan's expertise in Intellectual Property,
Cybersecurity, Health Care and Financial Institutions. In
addition, our firms share the same commitment to client and
community service excellence."
Effective immediately, the combined firm will be cobranded in
Florida as Buchanan Ingersoll & Rooney/Fowler White Boggs. After
a year transition period, the combined firm will be branded under
the single name, Buchanan Ingersoll & Rooney PC.
Based in Tampa, Fowler White Boggs was founded in 1943 and operate
offices in Fort Lauderdale, Fort Myers, Jacksonville and
Tallahassee. The firm's more than 90 attorneys focus primarily on
litigation, financial institutions, bankruptcy, real estate,
labor, tax, government relations and corporate law.
About the Combined Firm
Buchanan Ingersoll & Rooney PC -- http://www.bipc.com-- and
Fowler White Boggs PA -- http://www.fowlerwhite.com-- have a
combined total of nearly 530 attorneys and government relations
professionals practicing throughout the United States. The firm's
Florida offices now include Fort Lauderdale, Fort Myers,
Jacksonville, Miami, Tallahassee and Tampa. The firm also has
offices in California, Delaware, New Jersey, New York, North
Carolina, Pennsylvania, Virginia and Washington, D.C.
* George Mesires Adds Strength to Faegre's Restructuring Practice
-----------------------------------------------------------------
George R. Mesires, Esq. -- george.mesires@FaegreBD.com -- an
experienced finance and restructuring lawyer, has joined Faegre
Baker Daniels LLP as a partner to lead the firm's Chicago
financing and restructuring team.
Mesires focuses his practice on finance, corporate restructuring,
bankruptcy, distressed mergers and acquisitions, and general
corporate matters. His experience also includes advising directors
and officers on corporate governance, fiduciary duties and
strategic matters. Mesires has represented private equity firms,
lenders, debtors, receivers, trade creditors and landlords in a
variety of insolvency and distressed situations. He has
significant experience in the senior housing industry.
"We're very excited that George has joined FaegreBD's strong and
growing Chicago office," said Rick Michaels, Chicago office
leader. "His wealth of experience in finance, corporate
restructuring, bankruptcy, and distressed mergers and acquisitions
will be a valuable addition to our firm and will bolster the
Chicago presence of our national finance and restructuring team."
Before joining Faegre Baker Daniels, Mesires was co-chair of the
finance and restructuring practice at Ungaretti & Harris in
Chicago. Prior to private practice, he was general counsel for a
startup telecommunications company, handling all legal matters for
the company. Mesires counseled the board of directors and led the
company through the distressed sale process and negotiated the
sale of substantially all of the company's assets to a regional
telecommunications company.
Before serving as in-house counsel, Mesires was an assistant
attorney general in the New York state attorney general's office.
Mesires has been named to both Illinois Super Lawyers and Chambers
USA: America's Leading Lawyers for Business. He has been an
associate editor of the American Bankruptcy Institute Journal
since 2010. Mesires also writes and speaks frequently on
restructuring and senior housing topics.
Mesires earned his J.D. from the Syracuse University College of
Law and MBA from the Syracuse University School of Management,
both in 1995. He graduated from Colgate University with a
bachelor's degree in 1991.
* Parker Ibrahim & Berg Named One of NJ's Best Places to Work
-------------------------------------------------------------
Parker Ibrahim & Berg , a multi-service law firm that focuses on
litigation, arbitration and the full range of enforcement,
transactional and regulatory issues confronting businesses
nationwide, has been named one of the 2014 Best Places to Work in
New Jersey by NJBIZ, New Jersey's only statewide business journal.
According to NJBIZ, the coveted designation is determined from
employer and employee surveys and an analysis of company policies,
practices, philosophies and demographics. NJBIZ recognizes
companies in two categories: small to medium-sized (15 to 249
employees) and large (more than 250 employees). Parker Ibrahim &
Berg was one of 62 companies selected in the small to medium-sized
category.
"Great work comes from a great work environment, and we are
honored to be recognized as one of the top companies to work for
in New Jersey by NJBIZ," said Jay Ibrahim, firm co-founder and
partner.
Parker Ibrahim & Berg was recently recognized by the New Jersey
Law Journal as one of the top five large New Jersey law firms in
terms of hiring in 2012 and 2013. Based in Somerset, N.J., the
firm also has offices in Philadelphia and New York City.
Parker Ibrahim & Berg -- http://www.piblaw.com-- represents a
wide array of corporate clients, including Fortune 500 companies,
national banks, retailers, reinsurers, mortgage lenders and
financial services companies. Its practice areas include mortgage
banking, bankruptcy, commercial litigation, reinsurance/insurance,
regulatory consulting, regulatory enforcement, consumer finance,
fair lending, and corporate transactional matters.
* BOND PRICING -- For Week From March 10 to 14, 2014
----------------------------------------------------
Company Ticker Coupon Bid Price Maturity Date
------- ------ ------ --------- -------------
AGY Holding Corp AGYH 11.000 94.000 11/15/2014
Alion Science &
Technology Corp ALISCI 10.250 71.935 2/1/2015
Brookstone Co Inc BKST 13.000 48.755 10/15/2014
Buffalo Thunder
Development
Authority BUFLO 9.375 39.125 12/15/2014
Caesars Entertainment
Operating Co Inc CZR 12.750 49.000 4/15/2018
Cengage Learning
Acquisitions Inc TLACQ 10.500 29.750 1/15/2015
Cengage Learning
Acquisitions Inc TLACQ 12.000 26.750 6/30/2019
Cengage Learning
Acquisitions Inc TLACQ 13.250 1.375 7/15/2015
Cengage Learning
Acquisitions Inc TLACQ 10.500 29.750 1/15/2015
Cengage Learning
Acquisitions Inc TLACQ 13.250 1.375 7/15/2015
Cengage Learning
Holdco Inc TLACQ 13.750 1.375 7/15/2015
Champion
Enterprises Inc CHB 2.750 0.250 11/1/2037
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Competitive
Holdings Co LLC TXU 8.175 9.400 1/30/2037
Energy Future
Holdings Corp TXU 5.550 33.000 11/15/2014
Federal Home Loan
Mortgage Corp FHLMC 1.000 99.518 3/21/2016
FiberTower Corp FTWR 9.000 0.625 1/1/2016
GMX Resources Inc GMXR 9.000 1.125 3/2/2018
James River Coal Co JRCC 7.875 16.680 4/1/2019
James River Coal Co JRCC 4.500 5.000 12/1/2015
James River Coal Co JRCC 10.000 17.500 6/1/2018
James River Coal Co JRCC 10.000 18.500 6/1/2018
James River Coal Co JRCC 3.125 11.750 3/15/2018
LBI Media Inc LBIMED 8.500 30.000 8/1/2017
Lehman Brothers
Holdings Inc LEH 1.000 19.750 8/17/2014
Lehman Brothers
Holdings Inc LEH 1.000 19.750 8/17/2014
MF Global Holdings Ltd MF 1.875 54.000 2/1/2016
MModal Inc MODL 10.750 24.250 8/15/2020
MModal Inc MODL 10.750 26.000 8/15/2020
Momentive Performance
Materials Inc MOMENT 11.500 34.886 12/1/2016
NII Capital Corp NIHD 10.000 48.400 8/15/2016
OnCure Holdings Inc RTSX 11.750 48.875 5/15/2017
Platinum Energy
Solutions Inc PLATEN 14.250 74.750 3/1/2015
Platinum Energy
Solutions Inc PLATEN 14.250 74.750 3/1/2015
Platinum Energy
Solutions Inc PLATEN 14.250 74.750 3/1/2015
Platinum Energy
Solutions Inc PLATEN 14.250 74.750 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 7.000 80.344 12/15/2014
Residential
Capital LLC RESCAP 6.875 32.000 6/30/2015
Savient
Pharmaceuticals Inc SVNT 4.750 0.375 2/1/2018
School
Specialty Inc/Old SCHS 3.750 37.875 11/30/2026
THQ Inc THQI 5.000 43.500 8/15/2014
TMST Inc THMR 8.000 20.000 5/15/2013
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 3.345 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 24.000 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 3.718 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 3.750 11/1/2016
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 36.750 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 2.750 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 3.625 11/1/2016
USEC Inc USU 3.000 39.000 10/1/2014
Western Express Inc WSTEXP 12.500 63.375 4/15/2015
Western Express Inc WSTEXP 12.500 63.375 4/15/2015
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com by e-mail.
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,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2014. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***