/raid1/www/Hosts/bankrupt/TCR_Public/140331.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 31, 2014, Vol. 18, No. 89
Headlines
10 NB PARTNERSHIP: Case Summary & 3 Unsecured Creditors
30DC INC: Sells Immediate Edge Business Unit to Raine Ventures
56 WALKER: Court Rules on MB Financial & Lombardi Claims
AEMETIS INC: Incurs $24.4 Million Net Loss in 2013
ALLENS INC: Wants Case Caption Changed to "Veg Liquidation Inc."
ALLENS INC: Has Until May 26 to File Chapter 11 Plan
ALLENS INC: Has Deal With Bonduelle to Assume and Assign Contract
ALLENS INC: Sager Creek Wants to Continue Employment of A&M
AMERICAN AIRLINES: Regional Carrier Pilots Reject Contract
API TECHNOLOGIES: Steel Excel Stake at 17.4% as of March 7
BARRACK'S ROW: Legendary Capitol Hill Bar Files for Bankruptcy
BEAZER HOMES: Issues 1.3 Million Shares in Exchange for TEUs
BIOMED REALTY: Moody's Affirms '(P)Ba1' Sub. Debt Shelf Rating
BLACKWATER ENTERPRISES: Dist. Court Tosses Appeal From Asset Sale
BON-TON STORES: CEO Brendan Hoffman to Depart in 2015
BON-TON STORES: Reports $61.3 Million Net Income in 4th Quarter
BROOKSTONE INC: Files for Ch. 11 to Sell to Spencer Spirit
BUFFET PARTNERS: Bridgepoint Okayed as Financial Advisors
BUFFET PARTNERS: James W. Sargent Okayed as Finance Counsel
BUFFET PARTNERS: Files Schedules of Assets and Liabilities
CAESARS ENTERTAINMENT: Widens Loss to $1.7-Bil. in 4th Quarter
CAESARS ENTERTAINMENT: Three Hedge Funds Lead Revolt V. Casino
CHARLES PHILIP COWIN: Objection to Homestead Exception Sustained
CHINA NATURAL GAS: Seeks More Time to Find White Knight
CNO FINANCIAL: Moody's Raises Senior Secured Credit Rating to Ba2
COMMUNICATION INTELLIGENCE: Completes $3.3-Mil. Funding Round
CORTO INVESTORS: Case Summary & 2 Unsecured Creditors
CUBIC ENERGY: Wells Fargo Stake at 10.3% as of Feb. 2
DAYBREAK OIL: Two Directors Quit Due to Disagreement
DEWEY & LEBOEUF: Guilty Pleas of Staff Detail the Alleged Fraud
DUNE ENERGY: Board OKs $1.1-Mil. 2014 Target Bonus for Execs.
EARL C. NALLEY: Court Voids Division of Property With Ex-Spouse
ENDEAVOUR INTERNATIONAL: Samberg Stake at 6.6% as of March 5
FIRED UP: Italian Restaurant Chain Files for Bankruptcy
FIRED UP: Johnny Carino's Case Summary & Creditors' List
FIRST SECURITY: OCC Terminates Regulatory Enforcement Action
FISKER AUTOMOTIVE: Wanxiang Sale Closed; Court Okays Name Change
FLETCHER INTERNATIONAL: Gets Liquidation Plan Confirmed
FLORIDA GAMING: Berger Harris to Handle Litigation Matters
FLORIDA GAMING: Morrison Brown Approved as Tax Accountants
FREDERICK'S OF HOLLYWOOD: Incurs $5MM Net Loss in Second Quarter
FREEDOM INDUSTRIES: U.S. Trustee Forms Five-Member Committee
GENERAL MOTORS: Recalls 971,000 More Vehicles
GLOBAL AVIATION: World Airways Shuts Down
GLOBALSTAR INC: Widens Net Loss to $591 Million in 2013
GOLDMAN SACHS: Fitch Affirms 'BB+' Preferred Equity Rating
GORILLA COMPANIES: Dist. Court Rules in 13 Holdings Dispute
GRAND CENTREVILLE: Chapter 11 Restructuring Hangs by a Thread
HOVNANIAN ENTERPRISES: Stockholders Elect 7 Directors
HW PARTNERS: MKA Entitled to Estate #1 Sale Proceeds
IFM COLONIAL PIPELINE: Fitch Affirms 'BB+' Issuer Default Rating
INFUSYSTEM HOLDINGS: Reports $1.6 Million Net Income in 2013
INSITE VISION: Insufficient Azasite Royalties May Prompt Default
JEFFREY L. FRIMMERSDORF: N.D. Cal. Rules in Sullivan Suit
JESUP & LAMONT: Suit vs. NJ Bank, Officers Survives Dismissal Bid
JOHN HALL THOMAS: Graham Mortgage Has $1,215,000 Deficiency Claim
LIBBEY GLASS: Moody's Rates New $440MM Sr. Secured Term Loan 'B1'
LIGHTSQUARED INC: Investor in Restructuring Wary to Work With Dish
MAUI LAND: Accuity LLP Replaces Deloitte & Touche as Auditors
MASON COPPELL: Has Interim Authority to Obtain DIP Loans
MARINA BIOTECH: Closes Previously Announced $6MM Financing
MASON COPPELL: Court Directs Firm to Show Cause re PCO
MEDIA GENERAL: LIN Media Merger No Impact on Moody's B1 Ratings
METRO FUEL: Hearing Today on U.S. Trustee's Case Conversion Bid
MONARCH COMMUNITY: Elizabeth Park Stake at 7.7% as of Dec. 31
MONEY CENTERS: Meeting to Form Creditors' Panel on April 3
MONTREAL MAINE: Objections Filed to Wrongful Death Claimants' Plan
MORGAN STANLEY: Fitch Affirms 'BB' Preferred Stock Rating
MORGANS HOTEL: Implements Workforce Reduction
MOSS FAMILY: Can Use Bank of America's Cash Collateral Thru May 31
MT. GOX: Lawyer Given More Time to Review Affairs
MTW INVESTMENT: Ex-CEO Wolfe Indicted With Fraud, Hiding Assets
NATIONSTAR MORTGAGE: S&P Affirms B+ ICR & Revises Outlook to Neg.
NAVISTAR INTERNATIONAL: Stockholders Elect 9 Directors
NAVISTAR INTERNATIONAL: Rachesky Stake at 16.1% as of March 10
NEONODE INC: Signs Employment Agreement with CEO
NELSON EDUCATION: Moody's Lowers Corporate Family Rating to Caa3
OHCMC-OSWEGO: Sec. 341 Creditors Meeting Continued Sine Die
OHCMC-OSWEGO: Files Schedules of Assets and Liabilities
OHCMC-OSWEGO: Has Until June 19 to File Chapter 11 Plan
OHCMC-OSWEGO LLC: Files Amended List of Unsecured Creditors
OMNICARE INC: Moody's Affirms Ba3 CFR & Changes Outlook to Neg.
PAULS LIQUORS: Voluntary Chapter 11 Case Summary
PBJT935927 2008: Voluntary Chapter 11 Case Summary
PETE & MAC'S: Voluntary Chapter 11 Case Summary
PETTERS COMPANY: Four Cases Reassigned to Judge Schiltz
PETTERS COMPANY: Rassers NV Okayed as Ch.11 Trustee's Counsel
PLUG POWER: Closes $22.4 Million Registered Offering
PMC MARKETING: Trustee Can Proceed With Suit v. Creative Medical
PONCE DE LEON: Gets Approval to Continue to Use Cash Collateral
PONCE DE LEON: Asks Court to Determine Value of PRLP Collateral
PULSE ELECTRONICS: Incurs $7.1 Million Net Loss in 4th Quarter
QUALITY DISTRIBUTION: Incurs $42 Million Net Loss in 2013
QUANTUM FOODS: Gets Final OK to Pay Up to $3MM for Vendor Claims
RENAISSANCE LEARNING: Moody's Assigns 'B3' Corp. Family Rating
RIVERHOUNDS EVENT: Professional Soccer Club Files Chapter 11
SAN JOAQUIN HILLS: Fitch Affirms BB Rating on $200MM Rev. Bonds
SOUTHERN ONE: Final Decree Issued Closing Reorganization Case
STACY ALLEN: Advanced Telecom Allowed $2.4MM Claim
SUPREME MANUFACTURING: Voluntary Chapter 11 Case Summary
TARGETED MEDICAL: Dr. T. Wenkart Joins Board of Directors
TLO LLC: Wants to Pay Ver Ploeg Firm on Contingency Fee Basis
TROTTER DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors
TURBO TRAC USA: Voluntary Chapter 11 Case Summary
TUSCANY INT'L: Asset Purchase Agreement Negotiations Ongoing
UTSTARCOM INC: Shah Capital Increases Equity Stake to 26%
VISTEON CORP: CEO Focuses on Growth
WILLIAM LYON: Moody's Rates New $150MM Unsecured Notes 'B3'
WORLD AIRWAYS: Halts Operations, Lays Off 325 Employees
ZONA COMMUNICATIONS: Files Chapter 11 Bankruptcy Petition
* MJ Vaughn Joins GlassRatner's West Coast Advisory Team
* Taylor Rafferty Management Buys Assets From DF King Worldwide
* GlassRatner Forms M&A Transactions Advisory Unit
* BOND PRICING -- For Week From March 24 to March 28, 2014
*********
10 NB PARTNERSHIP: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: 10 NB Partnership
10909 Vanowen Street, Unit 183
North Hollywood, CA 91606
Case No.: 14-11563
Chapter 11 Petition Date: March 27, 2014
Court: United States Bankruptcy Court
Central District Of California (San Fernando Valley)
Judge: Hon. Maureen Tighe
Debtor's Counsel: William H Brownstein, Esq.
WILLIAM H. BROWNSTEIN & ASSOCIATES, P.C.
1250 6th St Ste 205
Santa Monica, CA 90401-1637
Tel: 310-458-0048
Fax: 310-576-3581
Email: Brownsteinlaw.bill@gmail.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christian Spanhoff, general partner.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-11563.pdf
30DC INC: Sells Immediate Edge Business Unit to Raine Ventures
--------------------------------------------------------------
30DC, Inc., has completed the sale of its Immediate Edge business
unit to Raine Ventures, LLC, in exchange for 10,560,000 shares of
30DC. In addition, Dan Raine the owner of Raine, who had been
30DC vice-president of business development will no longer be an
officer of the Company. The transaction was completed on
March 5, 2014, the parties agreed it would be effective Feb. 28,
2014.
Terms of the transaction included, Raine, previously a greater
than 10 percent shareholder, returning 10,560,000 shares of 30DC
common stock to the Company to be cancelled and returned to
treasury. After returning its shares, Raine is no longer a
shareholder in the Company. 30DC's total issued and outstanding
common shares wase reduced from 87,413,464 shares to 76,853,464
shares post transaction.
"The divestiture of Immediate Edge allows us to place greater
focus on our MagCast and Market ProMax Platforms. The Company
sees future growth coming in the digital marketing, mobile and e-
commerce space which these products address," said Ed Dale, CEO.
The Company will recognize no gain or loss as a result of the
transactions. In the fiscal year ending June 30, 2013, Immediate
Edge contributed total revenue of approximately $505,000 and
operating profit of approximately $77,000 before allocation of
corporate overhead. For the six month period ended Dec. 31,
2013, Immediate Edge contributed total revenue of approximately
$194,000 and operating loss of approximately $27,000 before
allocation of corporate overhead.
The Company expects the divested business will be treated as
discontinued operations in future financial reports.
Acquired in July of 2009, Immediate Edge has operated as a
business division of the Company since the acquisition, provides
a subscription-based Internet education program offering high-end
internet marketing instruction and strategies for online commerce
practitioners. That education includes advice on selling digital
products and services, how to run membership sites, affiliate
management systems, rewards programs and search engine
optimization among other services. Immediate also generates
revenue from standalone products and affiliate marketing of
targeted third-party products to its customer base.
Additional information is available for free at:
http://is.gd/y9U0Dn
About 30DC Inc.
New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses. It operates in two divisions, 30 Day Challenge and
Immediate Edge.
30DC incurred a net loss of $407,642 on $1.97 million of total
revenue for the year ended June 30, 2013, as compared with net
income of $32,207 on $2.91 million of total revenue during the
prior fiscal year.
As of Dec. 31, 2013, the Company had $3.19 million in total
assets, $2.02 million in total liabilities and $1.17 million in
total stockholders' equity.
Marcum LLP, in New York, 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 a
working capital deficit and stockholders' deficiency as of
June 30, 2012. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
56 WALKER: Court Rules on MB Financial & Lombardi Claims
--------------------------------------------------------
Bankruptcy Judge Allan L. Gropper overruled objections to the
claim of MB Financial Bank, N.A., filed by 56 Walker LLC, which
was joined by several unsecured creditors, including Dickerson &
Tomaselli, INN World Report, Inc., Leonardo Labanco, John Morris,
VCD Construction, Inc., and Adam Kushner Studios.
With respect to the Debtor's objection to the claim of Joseph Pell
Lombardi & Associates, Architects, Judge Gropper said the Court is
unable to determine the Lombardi Objection on the present record,
and Lombardi's claim must be set down for further proceedings.
The Debtor had pledged its sole property -- a six-story mixed-use
building located at 56 Walker Street, New York, NY 10013 -- as
security for an $8 million mortgage loan the Debtor obtained in
2007 from Broadway Bank, MB's predecessor-in-interest. The Debtor
defaulted one year later. In its bankruptcy case, the Debtor was
able to confirm a consensual plan of reorganization and sell the
Property for $18 million. The sale proceeds are currently being
held in the escrow account of the Debtor's counsel.
Meanwhile, Lombardi filed a proof of claim for $506,538.65 as a
secured claim and $1,718,125 as an unsecured claim.
Judge Gropper also held that further proceedings are required
before MB will be entitled to a distribution from the post-
confirmation escrow. First, the priority of its claim versus the
claims of the mechanics lienholders will have to be determined.
Second, the amount of MB's claim has never been determined.
Finally, it is uncertain whether the distribution should be stayed
until there is a decision on the appeal of a state court decision
and order on which MB relies.
MB has asserted in open court on several occasions that it would
be in a position after a decision on the Claim Objection to
propose a comprehensive distribution that would hopefully be
acceptable to all or most creditors and permit the prompt
distribution of the funds in escrow. MB may have 30 days from the
date of Judge Gropper's decision to settle an order providing for
such distribution, and any party in interest may have 20 days from
the filing of such proposal to comment or object, or to propose
that entry of a distribution order be stayed pending appeal in the
State court system. A hearing will be held on the issues promptly
thereafter. Lombardi may commence further proceedings with respect
to his claim at any time.
A copy of the Court's March 25 Memorandum of Decision is available
at http://is.gd/NVEzsqfrom Leagle.com.
Delbello Donnellan Weingarten Wise & Wiederkehr, LLP's Jonathan S.
Pasternak, Esq., represents the Debtor.
Katten Muchin Rosenman LLP's Jeff J. Friedman, Esq., and Matthew
W. Olsen, Esq., argue for MB Financial Bank, N.A.
Law Office of Daniel J. Borriello's Daniel J. Borriello, Esq.,
argues for Joseph Pell Lombardi.
Dickerson & Tomaselli's Charles Tomaselli appear Pro Se.
Brian Guillorn, Esq., argues for INN World Report, Inc. and
Leonard Labanco.
About 56 Walker LLC
56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt. The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.
Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper. Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.
The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.
On Jan. 29, 2014, Judge Allan L. Gropper of the U.S. Bankruptcy
Court for the Southern District of New York confirmed the Debtor's
Third Amended Liquidating Chapter 11 Plan, which contemplates the
sale of the Debtor's building at 56 Walker Street in the Tribeca
section of Manhattan for $18 million
AEMETIS INC: Incurs $24.4 Million Net Loss in 2013
--------------------------------------------------
Aemetis, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$24.43 million on $177.51 million of revenues for the year ended
Dec. 31, 2013, as compared with a net loss of $4.28 million on
$189.04 million of revenues in 2012.
As of Dec. 31, 2013, the Company had $97.14 million in total
assets, $109.90 million in total liabilities and a $12.76 million
total stockholders' deficit.
McGladrey LLP, in Des Moines, Iowa, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.
As previously reported, McGladrey LLP, expressed substantial doubt
about Aemetis, Inc.'s ability to continue as a going concern
following the annual results for the year ended Dec. 31, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations and its cash flows from
operations are not sufficient to cover debt service requirements.
Bankruptcy Warning
"The adoptions of new technologies at our ethanol and biodiesel
plants, along with working capital, are financed in part through
debt facilities. We may need to seek additional financing to
continue or grow our operations. However, generally unfavorable
credit market conditions may make it difficult to obtain necessary
capital or additional debt financing on commercially viable terms
or at all. If we are unable to pay our debt we may be forced to
delay or cancel capital expenditures, sell assets, restructure our
indebtedness, seek additional financing, or file for bankruptcy
protection," the Company said in the Annual Report.
A copy of the Form 10-K is available for free at:
http://is.gd/wVVSZg
About Aemetis
Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.
ALLENS INC: Wants Case Caption Changed to "Veg Liquidation Inc."
----------------------------------------------------------------
Allens, Inc. and All Veg, LLC, ask the U.S. Bankruptcy Court for
the Western District of Arkansas for authorization to change the
case caption to reflect that Debtor Allens, Inc.'s name has been
changed to Veg Liquidation, Inc.
At the auction for substantially all of Allens' assets, the
Debtors selected Sager Creek Acquisition Corp., as the successful
bidder, and McCall Farms, Inc. as the back-up bidder.
The asset purchase agreement dated Feb. 7, 2014, required Debtor
Allens to change its names and the case caption as a result of the
sale.
Lazard Middle Market LLC, as investment banker assisted the
Debtors in connection with a potential sale or restructuring of
Allens' business.
Stan D. Smith, Esq., at Mitchell, Williams, Selig, Gates &
Woodyard, P.L.L.C.; and Stan D. Smith, Esq., at Greenberg Traurig,
LLP represent the Debtors.
About Allens Inc.
Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company. Its
affiliate, All Veg Inc., also sought bankruptcy protection.
Bankruptcy Judge Ben T. Barry presides over the cases. The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York. Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer. Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs. Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.
Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.
The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.
On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases. The sale closed Feb. 28.
The Associated Press said the assets will be sold to Sager Creek
for $124.78 million. Katy Stech, writing for Daily Bankruptcy
Review, the investment vehicle won the bidding with a $160 million
offer, topping stalking horse bidder Seneca Foods Corp. at a
bankruptcy auction. Seneca Foods signed an agreement to purchase
the Debtors' assets for $148 million plus assumption of specified
debt.
Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York. Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.
ALLENS INC: Has Until May 26 to File Chapter 11 Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
extended Allens, Inc. and All Veg, LLC's exclusive period to file
their Chapter 11 Plan until May 26, 2014, and to solicit
acceptances for that plan until July 25.
As reported in the Troubled Company Reporter on Feb. 26, 2014,
the Court entered a bridge order on Feb. 19, extending through and
until the time the Court has entered an order determining the
Debtors' motion seeking extension of their exclusive periods.
On Feb. 15, 2014, the Debtors asked the Court to extend (i) the
period within which only the Debtors may file a plan of
reorganization through and including May 26, 2014, and (ii) the
period within which only the Debtors may solicit acceptances of
the plan through and including July 25, 2014.
The Debtors believe that an extension of the exclusive periods is
necessary to continue to resolve the various issues in their
Chapter 11 cases to afford the Debtors a meaningful and reasonable
opportunity to propose and confirm a plan of reorganization or
liquidation.
Since the commencement of the cases, the Debtors have been
addressing various issues that are crucial to maximizing the value
of the Debtors' estates. The Debtors have spent significant time
and effort pursuing a sale of substantially all of Allens' assets,
which sale was approved by the Bankruptcy Court on Feb. 11, 2014.
In addition, the Debtors have devoted substantial time to: (i)
filing various motions necessary to maintain Allens' business and
maximize value for the Debtors' estates, (ii) developing a working
relationship with the Official Committee of Unsecured Creditors,
(iii) filing their schedules of assets and liabilities and
statements of financial affairs, and (iv) conducting a review of
their executory contracts and unexpired leases in an effort to
eliminate unnecessary expenses.
Court Rules on PACA Claim Objections
The Bankruptcy Court, meanwhile, has denied as moot Allens, Inc.
and All Veg, LLC's second motion to disallow claims filed pursuant
to the Perishable Agricultural Commodities Act of 1930. The Court
order was in relation to the stipulations entered between Allens,
Inc., and:
A. Clay Grant;
B. Greg McClaran;
C. K-M Farms;
D. Marwill Pool;
E. VS Farms;
F. Ben Osborn;
G. F&S Pool Farms;
H. Jordan Pool;
I. Lance CcClaran;
J. Pool Farms, Inc.; and
K. Woo Partners.
In a separate order, the Court granted the Debtors' motion to
disallow PACA claims of certain disputed PACA claimants. The
Court ordered that:
1. Lee & Sons Farms will have an Allowed PACA Claim in the
amount of $0 and an Invalid Claim in the amount of $105,645.
2. Schneider Brothers Farms' will have an Allowed PACA Claim
in the amount of $0 and an Invalid Claim in the amount of
$527,860.
3. Sisson Seed will have an Allowed PACA Claim in the amount
of $0 and an Invalid Claim in the amount of $44,677.
4. Snyder Farms will have an Allowed PACA Claim in the amount
of $0 and an Invalid Claim in the amount of $39,232.
5. Star of the West Milling Co. will have an Allowed PACA
Claim in the amount of $0 and an Invalid Claim in the
amount of $91,291.
The Court also ordered that the motion will be continued for
further proceedings with respect to the PACA trust claim of Dieter
Isaacson and the Debtors' omnibus objection to the Isaacson claim.
On Nov. 27, 2013, the Bankruptcy Court entered the PACA Procedures
Order which, among other things, established a schedule pursuant
to which PACA Claims would be submitted, vetted and, if necessary,
heard by the Court. The PACA Procedures Order establishes that
the parties may engage in discovery for the purpose of determining
the validity the PACA Claims and any objections thereto.
PACA Proofs of Claim, including all documentary back-up, were
filed on Dec. 23, 2013, and the Debtors had until Jan. 13 to
review the PACA Claims and formulate their Objections. On
Jan. 13, the Debtors filed their omnibus objection to the PACA
claims, which was amended on Jan. 16.
On Jan. 20, each of the PACA Creditors served a combined set of
discovery demands on the Debtors which included a series of
requests for admission relating to facts raised in the Objections
and the genuineness of certain documents. Where the request
sought an admission as to the genuineness of a document, a copy of
the document was annexed to the combined demands pursuant to
Fed.R.Civ.P. 36(a)(2).
In addition to the requests for admission, the PACA Creditors also
served the Debtors with a series of interrogatories. Each set of
interrogatories included a demand to the Debtors that: "For each
request for admission above that you did not unqualifiedly admit,
identify all facts and documents supporting your contention."
The Debtors served their responses to the PACA Creditors' requests
for admissions on January 31, 2014. The PACA Creditors said the
Debtors' responses to their requests for admission and follow-up
interrogatory fail to comply with the requirements of FRCP 36 and
are improper. Specifically, the Debtors flatly deny some of the
requests. The creditors said FRCP 36(a)(4) requires that any
matter not admitted be "specifically" denied, such that the denial
"must fairly respond to the substance of the matter."
Given the opportunity to explain any such denials, the Debtors
failed to adequately respond to the interrogatory which asked them
to "identify all facts and documents supporting" their denial.
Instead, the Debtors merely referred the PACA Creditors to the
tens of thousands of pages of documents they have served in
discovery without referring to a single fact or range of documents
that is responsive to the demand.
The PACA Creditors raised these objections with the Debtors on
February 1, 2014. Although the Debtors acknowledged the objection
and promised to review their responses, they have failed and
refused to supplement their responses to the PACA Creditors'
requests for admission.
"By resolving the true and complete nature of the documents
annexed to the PACA Creditors' requests for admission, they would
be able to narrow the issues for trial and provide for a more
expeditious trial of the dispute," the PACA Creditors said. "Even
if this were not the case, Debtors were required to explain the
bases for the objections, and to refer PACA Creditors to any
relevant documents, in PACA Creditors' follow-up interrogatory.
Their failure to do so confirms that Debtors' objections and flat
denials were not interposed in good faith and should therefore be
deemed admissions."
About Allens, Inc.
Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company. Its
affiliate, All Veg Inc., also sought bankruptcy protection.
Bankruptcy Judge Ben T. Barry presides over the cases. The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York. Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer. Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs. Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.
Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.
The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.
On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases. The sale closed Feb. 28.
The Associated Press said the assets were sold to Sager Creek for
$124.78 million. Katy Stech, writing for Daily Bankruptcy Review,
the investment vehicle won the bidding with a $160 million offer,
topping stalking horse bidder Seneca Foods Corp. at a bankruptcy
auction. Seneca Foods signed an agreement to purchase the
Debtors' assets for $148 million plus assumption of specified
debt.
Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York. Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.
ALLENS INC: Has Deal With Bonduelle to Assume and Assign Contract
-----------------------------------------------------------------
Allens, Inc. and All Veg, LLC, Sager Creek Acquisition Corp., and
Bonduelle Canada Inc., entered into a stipulation and agreed order
authorizing and approving the assumption and assignment of
executory contracts with Bonduelle, in relation to the sale of
substantially all of the Debtors' assets.
Allens is a party to certain booking agreements with Bonduelle.
The contracts are listed as designated contracts on Schedule
2.5(a)(iv) of the asset purchase agreement and Exhibit D of the
sale order, pursuant to which Sager Creek has 30 days from closing
to make a determination on whether to take an assignment of the
contracts.
Allens owes Bonduelle $455,667 for amounts owed under the
contracts; and Bonduelle owes Allens $726,606 for amounts owed
under the contracts. The parties agree to offset the amounts,
resulting in Bonduelle owing a net payment of $270,938 for amounts
due under the contracts.
Pursuant to the stipulation, the parties agreed that, among other
things:
1. Pursuant to the asset purchase agreement, all accounts
receivable relating to the acquired assets, including all
receivables due from Bonduelle in connection with the
contracts, were purchased by, and assigned to, Sager Creek.
2. Designated contracts may be removed from Schedule
2.5(a)(iv) of the APA and become assumed contracts under
the APA without further Court order on the fifth day
following service of a supplemental assumed contract.
3. The agreed offset is approved, and Bonduelle is authorized
and directed to remit the net outstanding balance to Sager
Creek within three business days after the entry of the
agreed order in accordance with wire instructions to be
provided to Bonduelle by Sager Creek.
4. As a result of the Parties' agreement with respect to the
payment of the net outstanding balance by Bonduelle to Sager
Creek, no cure amount is owed to Bonduelle and the Debtors
will have no further claims against Bonduelle relating to
the contracts or the agreed setoff.
Allens is represented by Maria J. DiConza, Esq., at Greenberg
Traurig, LLP; Bonduelle is represented by Lee P. Whidden, Esq., at
Dentons US LLP; and Sager Creek is represented by Scott K. Rutsky,
Esq., at Proskauer Rose LLP.
On Feb. 28, the Debtor filed an amendment to the APA with Sager
Creek, and the contracts and leases assumed and assigned to
purchaser. The sale to the purchaser closed on Feb. 28, 2014.
Allens and purchaser have agreed to certain amendments to the
Sager Creek APA. The Sager Creek APA Amendment includes revised
Schedule 2.5(a)(i) Assumed Contracts and Schedule 2.5(a)(iv)
Designated Contracts. The amended Schedule 2.5(a)(i) lists each of
the contracts that have been assumed by the Debtors and assigned
to the Purchaser upon the Closing.
Pursuant to Section 2.5(a)(iv) of the Sager Creek APA, the
purchaser may, in its sole discretion and at any time prior to the
30th day after the closing, deliver to Allens a notice (i) of its
intent not to assume any designated contract(s), or (ii)
designating any designated contract(s) to be an assumed contract
under the Sager Creek APA.
A copy of the Amendment is available for free at:
http://bankrupt.com/misc/ALLENSINC_apaamendment.pdf
Removal of Designated Contracts
The Debtors also have notified the Bankruptcy Court of the removal
of designated contracts from the Sager Creek APA designated
contracts list. Attached to the sale order as Exhibit D was the
preliminary designated contracts list -- certain executory
contracts and unexpired leases that Sager Creek may elect to
assume pursuant to the terms of the Sager Creek APA.
In this connection, Sager Creek may, in its sole discretion and at
any time prior to the 30th day after the closing of the sale,
deliver to Allens a notice (i) of its intent not to assume either
of the contracts listed on the Amended Designated Contracts List,
or (ii) designating either contract listed on Amended Designated
Contracts List to be an Assumed Contract under the Sager Creek
APA.
About Allens Inc.
Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company. Its
affiliate, All Veg Inc., also sought bankruptcy protection.
Bankruptcy Judge Ben T. Barry presides over the cases. The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York. Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer. Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs. Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.
Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.
The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.
On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases. The sale closed Feb. 28.
The Associated Press said the assets will be sold to Sager Creek
for $124.78 million. Katy Stech, writing for Daily Bankruptcy
Review, the investment vehicle won the bidding with a $160 million
offer, topping stalking horse bidder Seneca Foods Corp. at a
bankruptcy auction. Seneca Foods signed an agreement to purchase
the Debtors' assets for $148 million plus assumption of specified
debt.
Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York. Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.
ALLENS INC: Sager Creek Wants to Continue Employment of A&M
-----------------------------------------------------------
Allens, Inc., et al., ask the Bankruptcy Court:
i) for authority to terminate their employment of Alvarez &
Marsal North America, LLC;
ii) to authorize the employment of A&M by Sager Creek
Acquisition Corp., the buyer of the Debtors' assets,
effective as of the termination date of A&M's employment
with the Debtors; and
ii) to authorize the appointment of Timothy Boates and Richard
Newsted, acting either individually or jointly, as
responsible officers for Debtor Veg Liquidation, Inc.
(formerly known as Allens, Inc.) to exercise the rights and
powers of Veg Liquidation, as debtor-in-possession as of
March 14, 2014.
The Debtors entered into an engagement letter, dated as of July
19, 2013, with A&M, pursuant to which A&M agreed to make available
to the Debtors:
a. Jonathan Hickman to serve as chief restructuring officer;
b. Cary Daniel, Nick Campbell and Markus Lahrkamp to serve as
assistant chief restructuring officers;
c. additional personnel as required to assist the CRO and
assistant CROs in the execution of their duties.
Sager Creek was formed by the Debtors' second lien lenders to
acquire the Debtors' assets. That sale to Sager Creek closed on
Feb. 28. As of the closing of or prior to the sale, all of the
Debtors' employees were terminated or transferred to Sager Creek.
As a result, the Debtors no longer have the resources or the need
to continue to retain A&M. The Special Committee has determined
that the crisis management and related services by A&M on behalf
of the Debtors are no longer needed by the Debtors' estates. Both
the Debtors and Sager Creek have requested, however, that A&M
remain available to Sager Creek to assist in matters relating to
transition and integration of the Debtors' business operations.
Sager Creek and A&M have entered into a separate engagement deal.
About Allens Inc.
Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company. Its
affiliate, All Veg Inc., also sought bankruptcy protection.
Bankruptcy Judge Ben T. Barry presides over the cases. The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York. Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer. Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs. Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.
Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.
The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.
On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases. The sale closed Feb. 28.
The Associated Press said the assets will be sold to Sager Creek
for $124.78 million. Katy Stech, writing for Daily Bankruptcy
Review, the investment vehicle won the bidding with a $160 million
offer, topping stalking horse bidder Seneca Foods Corp. at a
bankruptcy auction. Seneca Foods signed an agreement to purchase
the Debtors' assets for $148 million plus assumption of specified
debt.
Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York. Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.
AMERICAN AIRLINES: Regional Carrier Pilots Reject Contract
----------------------------------------------------------
Jack Nicas, writing for The Wall Street Journal, reported that
American Airlines Group Inc. said it would sharply shrink its
regional carrier American Eagle Airlines after its pilots voted
down a contract proposal.
According to the report, about 92% of American Eagle's 2,700
pilots voted, with 70% opposing the 10-year contract proposal,
which would have frozen their pay scales until 2018, eliminated
profit-sharing and increased health-care costs. In return,
American Airlines would have put the Eagle pilots on firmer paths
to jobs at American Airlines -- which offers the chance to fly
bigger jets for more money -- and would have committed at least
170 aircraft to the Eagle unit.
Instead, after the contract rejection, American Airlines said it
would contract other carriers to fly new regional jets it has on
order and begin retiring some of the smaller, less efficient
aircraft American Eagle currently flies, the report related.
American has said it is considering reducing Eagle's fleet of 225
aircraft by more than 100 by retiring or moving those planes to
other regional carriers, said Bill Sprague, head of the Eagle
chapter at the Air Line Pilots Association. When those changes
will occur is unclear, he said.
Pedro Fabregas, American Eagle's president, said in a letter to
employees on March 28 that he was disappointed with the vote, "but
now is the time for us to collectively accept our pilots' decision
and move forward," the report further related. He said that
American Eagle won't go away as an airline but that it will "need
to make appropriate changes to our business to . . . ensure our
costs are in line with our reduced fleet."
Mr. Sprague told reporters that the Eagle pilots generally
couldn't accept such a long contract that locked in pay scales
that "are clearly unacceptable," the report added. He said Eagle
pilots haven't seen meaningful contract gains since 2004 and that
new pilots begin at less than $23,000 a year. Keeping those
compensation levels would threaten Eagle's ability to attract new
pilots, particularly amid an increasing shortage of passenger-
airline pilots in the U.S.
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.
API TECHNOLOGIES: Steel Excel Stake at 17.4% as of March 7
----------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Steel Excel Inc. and its affiliates disclosed that as
of March 7, 2014, they beneficially owned 9,628,588 shares of
common stock of API Technologies Corp. representing 17.4 percent
of the shares outstanding. A copy of the regulatory filing is
available for free at http://is.gd/ggq3mX
About API Technologies
API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications. API
Technologies' customers include many leading Fortune 500
companies. API Technologies trades on the NASDAQ under the symbol
ATNY. For further information, please visit the Company Web site
at www.apitech.com.
For the nine months ended Aug. 31, 2013, the Company reported net
income of $15,000 on $185.16 million of net revenue. For the 12
months ended Nov. 30, 2012, the Company reported a net loss of
$148.70 million, as compared with a net loss of $17.32 million
during the prior year.
For the 12 months ended Nov. 30, 2013, the Company incurred a net
loss of $7.22 million on $244.30 million of net revenue as
compared with a net loss of $148.70 million on $242.38 million of
net revenue last year.
As of Nov. 30, 2013, the Company had $304.57 million in total
assets, $147.14 million in total liabilities, $26.32 million in
redeemable preferred stock and $131.10 million in shareholders'
equity.
* * *
As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt. On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt. All ratings of API have been withdrawn since the
company has no rated debt outstanding.
In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.
"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.
BARRACK'S ROW: Legendary Capitol Hill Bar Files for Bankruptcy
--------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that the
owner of a handful of popular Washington D.C. bars and restaurants
-- including legendary Capitol Hill watering hole Hawk ?n' Dove --
filed for bankruptcy protection on March 28.
According to the report, Baltimore-based Barrack's Row
Entertainment filed for Chapter 11 protection in U.S. Bankruptcy
Court in Washington D.C., putting eating spots like Hawk ?n' Dove,
Senart's Oyster House and The Chesapeake Room into protection with
it.
Barrack's Row, which is owned by a group of investors, said it
has between $1 million and $10 million in debt, the report
related. The Journal said it is unclear what prompted the filing,
but given D.C.'s high journalist-per-capita ratio, the news agency
expects the details won't be secret for long.
BEAZER HOMES: Issues 1.3 Million Shares in Exchange for TEUs
------------------------------------------------------------
Beazer Homes USA, Inc., entered into an agreement with a holder of
its 7.50 percent tangible equity units due 2105 pursuant to which
the Company agreed to issue 1,368,108 shares, or 1.5372 shares per
TEU, of common stock, par value $0.001, in exchange for 890,000
TEUs held by that holder, or approximately 19 percent of the
outstanding TEUs. The shares of common stock were issued on
March 12, 2014, in reliance upon the exemption from registration
provided by Section 3(a)(9) of the Securities Act of 1933, as
amended.
Each outstanding TEU consists of a prepaid stock purchase contract
and a 7.50 percent senior amortizing note due July 15, 2015. At
maturity, holders of the prepaid stock purchase contracts will
automatically receive a minimum of 1.4075 shares per contract, up
to a maximum of 1.7241 shares per contract, depending on the
trading price of the Company's common stock at such time.
In lieu of paying the present value of the remaining principal and
interest payments due to the holders in cash, the Exchange
provided 115,433 shares over the 1,252,675 shares that would have
been received at maturity, assuming the Company's stock price
remains above $17.75 per share. Shares of the Company's common
stock last closed at $20.98 on March 12, 2014.
The Exchange will reduce the Company's debt by approximately $2.4
million and slightly reduce future interest expense. In addition,
stockholders' equity will increase by approximately $2.4 million.
The Company's diluted share count is only impacted by the 115,433
shares issued in lieu of future cash payments.
About Beazer Homes
Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."
Beazer Homes incurred a net loss of $33.86 million for the year
ended Sept. 30, 2013, a net loss of $145.32 million for the year
ended Sept. 30, 2012, and a net loss of $204.85 million for the
year ended Sept. 30, 2011.
As of Dec. 31, 2013, the Company had $1.93 billion in total
assets, $1.69 billion in total liabilities and $235.60 million in
total stockholders' equity.
* * *
Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.
In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service
raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1'
from 'Caa2' and probability of default rating to 'Caa1-PD' from
'Caa2-PD'. The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.
As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'. The upgrade and the stable
outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013. The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.
BIOMED REALTY: Moody's Affirms '(P)Ba1' Sub. Debt Shelf Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior unsecured
ratings of BioMed Realty Trust, Inc. and revised the rating
outlook to positive from stable. The positive rating outlook
reflects BioMed's improving credit profile, notably fixed charge
coverage and unencumbered assets, and Moody's expectation that
BioMed will continue to follow a conservative business strategy
focused on high-quality biomedical properties.
The following ratings were affirmed with a positive outlook:
BioMed Realty Trust, Inc. -- Baa3 issuer rating; senior
unsecured debt shelf at (P)Baa3; subordinate debt shelf at
(P)Ba1; and preferred stock shelf at (P)Ba1.
BioMed Realty, L.P. -- Senior unsecured debt at Baa3.
The following ratings were assigned with a positive outlook:
BioMed Realty, L.P. -- Senior debt shelf at (P)Baa3;
subordinate debt shelf at (P)Ba1.
Ratings Rationale
BioMed's Baa3 rating reflects its high-quality portfolio of
laboratory/office properties typically clustered in the core life
science markets. The REIT has a good market position in this niche
property type, which we view as attractive given the high barriers
to entry and exit. Additional credit positives include BioMed's
modest overall leverage and adequate liquidity with manageable
near-term maturities and a growing unencumbered asset pool. These
strengths are counterbalanced by BioMed's high tenant and
geographic concentration, although Moody's expects this to decline
over time.
As of YE2013, BioMed had only $128 million drawn on its $900
million line of credit, which matures in March 2018 plus a six-
month extension option. The REIT's effective leverage (debt +
preferred stock/gross assets) was 39.5% as of YE2013, down from
43.4% at YE2012. Secured debt was 10.5% of gross assets at YE2013,
down from 26% at YE2009. Fixed charge coverage was 3.0x at 4Q13,
up from 2.5x at YE2012.
BMR focuses on the larger, more established biotech/biopharma
companies -- public companies with large cash positions, multiple
products in various phases of development, and good track records
raising public and private capital. The REIT's largest tenants are
GlaxoSmithKline plc (8.8% of annualized base rents), Regeneron
Pharmaceuticals (7.7%), Vertex Pharmaceuticals (7%), Beth Israel
Deaconess Medical Center (5.2%), and Sanofi (4.4%). BMR's
contractual occupancy was approximately 91.4% as of December 31,
2013. Leasing velocity has increased over the past few years as
capital raise and drug approval trends strengthened across the
industry. Lending further stability to cash flows is the long-
term, triple-net lease structure of the majority of the REIT's
leases. The REIT's assets are concentrated in eight core life
science markets (Boston --34% of YE2013 annualized base rent;
Maryland -- 13.8%; San Diego -- 11.6%; San Francisco --11.5%; New
York/New Jersey -- 10.4%; PA-4.7%; Cambridge, UK --3.4%; and North
Carolina -- 2.6%) and are often clustered near highly regarded
research and academic institutions such as Harvard, MIT and
Stanford.
Moody's indicated that positive rating movement would be
predicated on BioMed achieving increased asset size (gross assets
above $6 billion; net debt/EBITDA approaching 6.5x; secured
debt/gross assets less than 10%; top two tenants comprising less
than 10% of revenues; and fixed charge coverage remaining close to
3x. A downgrade could occur if net debt/EBITDA were over 7.5x; a
sustained decline in fixed charge coverage below 2.5x; or a
material shift in BioMed's financing or growth strategy, inclusive
of ramping up joint ventures or fund activity.
The last rating action with respect to BioMed was on March 25,
2011 when Moody's assigned BioMed a Baa3 senior unsecured rating
with a stable outlook.
The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.
BioMed Realty Trust, Inc. (NYSE:BMR) is a real estate investment
trust (REIT) focused on delivering optimal real estate solutions
for biotechnology and pharmaceutical companies, scientific
research institutions, government agencies and other entities
involved in the life science industry. BioMed owns or has
interests in 110 properties comprising approximately 16 million
rentable square feet. At December 31, 2013, BioMed had $6.0
billion in total assets and $3 billion in total equity.
BLACKWATER ENTERPRISES: Dist. Court Tosses Appeal From Asset Sale
-----------------------------------------------------------------
Maryland District Judge Richard D. Bennett denied an appeal by
Rainer T. Rose from various orders of the Maryland Bankruptcy
Court pertaining to the sale of real property at 9843 Wades Point
Road, Claiborne, Maryland, the sole asset of debtor Blackwater
Enterprises, Inc. Rose was a shareholder of the Debtor and
appeals (1) the Bankruptcy Court's August 12, 2013 Amended Order
Granting Trustee's Motion to Sell Debtor's Real Property Free and
Clear of Liens, Claims, Encumbrances and Interests, and (2) the
Bankruptcy Court's October 29, 2013 Order Denying Motion to
Reconsider and Motion for Rule 2004 Examination. Rose said the
Trustee failed to obtain an appraisal of the property and
misrepresented a realtor's opinion of value as an appraisal in
various documents, and that these facts warrant reversal of the
Bankruptcy Court's orders.
The Chapter 7 Trustee for Blackwater Enterprises proposed to sell
the Property for $1.42 million, although the Debtor had valued the
Property at $2.9 million. The Trustee said Barry Waterman of
Coldwell Banker Waterman Realty had conducted an "appraisal" of
the Property and had set "the value and listing price of the
Property" at $1.499 million.
The Debtor opposed the Motion to Sell, and filed a Motion to
Dismiss and a Motion for Authority to Incur Secured Debt in an
attempt to repurchase the Property. Both the Debtor and Rose
expressed a preference for auctioning the Property.
The Trustee indicated that he had listed the real estate at $1.49
million, had diligently marketed it, and had received a fair
volume of traffic and interest. He also indicated that the
contract on the table -- for a price of $1.42 million -- reflected
the highest bid received and that the next highest bidder was
unwilling to go higher.
Several creditors -- including Severn Savings Bank, FSB --
appeared at the hearing and voiced support for the sale.
A copy of the District Court's March 25 Memorandum Opinion is
available at http://is.gd/jG0poWfrom Leagle.com.
Blackwater Enterprises, Inc., in Davidsonville, Maryland, filed a
Chapter 11 petition (Bankr. D. Md. Case No. 12-25471) on Aug. 23,
2012. Geri Lyons Chase, Esq., at Law Office of Geri Lyons Chase,
served as counsel. Blackwater scheduled $2,900,000 in assets and
$719,290 in liabilities. The petition was signed by Rainer T.
Rose, president. Rose also filed for Chapter 11 (Case No.
11-29470) on Sept. 28, 2011.
After the Blackwater Enterprises case sat inactive for several
months, the United States Trustee filed a motion to convert or
dismiss on Jan. 8, 2013. On March 4, 2013, the Bankruptcy Court
granted the motion, converted the case to a Chapter 7 proceeding,
and designated Sean Logan as Trustee. He is represented by his
own firm, The Law Offices of Sean C. Logan, Esq.
BON-TON STORES: CEO Brendan Hoffman to Depart in 2015
-----------------------------------------------------
Brendan L. Hoffman, president and chief executive officer, has
notified the Company's Board of Directors that he will not renew
his employment agreement with the Company at its expiration on
Feb. 7, 2015. Therefore, Mr. Hoffman's term as president and
chief executive officer will end, and he will also resign as a
director of the Company, on Feb. 7, 2015.
Mr. Hoffman stated, "I am extremely proud of the Bon-Ton team and
what we have accomplished since I joined in 2012. I truly enjoyed
working for the Company these past two years. However, I have
made the difficult decision to end my tenure with the Company for
strictly personal reasons. I remain committed to continuing to
execute the strategic initiatives we put forward as the Company
searches for a new chief executive officer."
Tim Grumbacher, Bon-Ton's Chairman of the Board commented, "While
I regret that Brendan will be leaving Bon-Ton when his contract
expires, I respect his decision. Brendan has my personal best
wishes for success going forward. On behalf of the entire Board
of Directors, I offer Brendan our thanks for his outstanding work
at Bon-Ton. The initiatives he implemented and the direction he
brought to the Company have built the foundation for a successful
future for our Company. The advance notice Brendan has given
should afford the Company an opportunity to find and attract a
talented leader to assume the role he is vacating and ensure a
smooth transition. Until then, we look forward to working with
Brendan and taking advantage of his continued services to the
Company."
The Board of Directors will undertake a national search to find a
chief executive officer to succeed Mr. Hoffman.
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: Reports $61.3 Million Net Income in 4th Quarter
---------------------------------------------------------------
The Bon-Ton Stores, Inc., reported net income of $61.33 million on
$914.86 million of net sales for the 13 weeks ended Feb. 1, 2014,
as compared with net income of $74.41 million on $1.01 billion of
net sales for the 14 weeks ended Feb. 2, 2013.
For the 42 weeks ended Feb. 1, 2014, the Company reported a net
loss of $3.55 million on $2.77 billion of net sales as compared
with a net loss of $21.55 million on $2.91 billion of net sales
for the 53 weeks ended Feb. 2, 2013.
As of Feb. 1, 2014, the Company had $1.57 billion in total assets,
$1.44 billion in total liabilities and $127.95 million in total
shareholders' equity.
Brendan Hoffman, president and chief executive officer, commented,
"Despite disappointing fourth quarter sales results, we continued
to make progress on several strategic initiatives that we believe
will drive improved performance. Multiple snowstorms and the
polar vortex during the December and January periods resulted in a
sharp decline in traffic and, therefore, we were unable to achieve
our comparable store sales goals in the fourth quarter. In spite
of these top line pressures, we were able to achieve a gross
margin rate slightly better than prior year and reduce expenses.
In addition, we effectively managed our inventory such that we
ended the year with inventory levels approximately 5% below that
of the prior year, including a significant reduction in carryover
merchandise, leaving us well positioned for the spring season."
A copy of the press release is available for free at:
http://is.gd/i5Oscr
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.
* * *
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.
BROOKSTONE INC: Files for Ch. 11 to Sell to Spencer Spirit
----------------------------------------------------------
Innovative product development company and multi-channel lifestyle
retailer Brookstone, Inc. on March 27 disclosed that it is working
toward an agreement with Spencer Spirit Holdings to acquire the
Company. In order to facilitate the sale, the Company, with the
support of holders of its outstanding bonds, is contemplating
filing a pre-negotiated Chapter 11 in the United States Bankruptcy
Court.
Brookstone, headquartered in New Hampshire, currently operates
approximately 240 mall and airport locations. The stores,
catalog, website, and wholesale channels will continue to operate
under the Brookstone brand, with current employees remaining at
their respective locations.
"[Thurs]day marks a new chapter in Brookstone's history," said
Jim Speltz, President and Chief Executive Officer, Brookstone.
"While we have implemented various successful cost-cutting
initiatives, the search for a strong strategic partner who shares
our vision and passion was a natural progression. We think we
have found that in Spencer Spirit and are excited about the
opportunity to begin leveraging the resources of the two companies
and popularity of the Spencer, Spirit, and Brookstone brands."
Steven Silverstein, Spencer Spirit's Chief Executive Officer,
stated, "Brookstone is a well-recognized brand with a long history
of selling a unique assortment of innovative consumer products.
We see many similarities between the Spencer Spirit and Brookstone
business models and are excited to begin sharing knowledge and
building a strong future together."
During these discussions and beyond, employees, customers,
vendors, and wholesale partners can be assured that day-to-day
operations will continue uninterrupted.
Brookstone's legal advisor for the restructuring is K&L Gates LLP
and its financial advisor is Deloitte CRG. Jefferies LLC is the
Company's investment banker, and has provided advice on the
restructuring and sale of the Company. Spencer Spirit's legal
advisor is Cole Schotz, P.A. and its financial advisor is
PricewaterhouseCoopers LLP.
About Spencer Spirit Holdings
Spencer Spirit Holdings is a specialty retailer offering unique
merchandise in fun and engaging store environments through two
principal concepts, Spencer's and Spirit. Founded in 1947,
Spencer's is a specialty lifestyle retailer of unique products
tailored to reflect popular themes and trends for young adults.
As of December 31, 2013, the Company operated 644 Spencer stores
in 49 states and Canada. Founded in 1983, Spirit is a seasonal
Halloween retailer that operated 1,052 temporary stores in 48
states and Canada in 2013.
About Brookstone
Brookstone is an innovative product development company and
multichannel lifestyle retailer. Brookstone operates
approximately 240 stores nationwide and in Puerto Rico. Typically
located in high-traffic regional shopping malls and airports, the
stores feature unique and innovative consumer products.
Brookstone also operates an e-commerce business that includes the
Brookstone catalog and Brookstone.com.
BUFFET PARTNERS: Bridgepoint Okayed as Financial Advisors
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
according to Buffet Partners, L.P., et al.'s case docket,
authorized the Debtors to employ Bridgepoint Consulting, LLC, to
provide financial advisory and restructuring services to the
Debtors.
As reported in the Troubled Company Reporter on Feb. 19, 2014, the
compensation arrangement for Bridgepoint includes these terms:
A. Bridgepoint received a $20,000 retainer prepetition, a
portion of which will be applied towards any unpaid
prepetition fees, and the balance will remain on account.
B. Bridgepoint received $$22,129 in fees and expenses for
services rendered prior to the bankruptcy filing. The
firm's engagement prepetition began on December 31, 2013,
and was subject to a payment cap through January 31, 2014,
of $5,000/week or $25,000 cumulatively.
C. Bridgepoint's retention postpetition is based on its
customary hourly rates as follows:
Principals/Managing Directors $300 - $395
Senior Managers $275 - $295
Consultants $150 - $275
Support Staff $60 - $80
D. Dawn Ragan will be the engagement manager, and her hourly
rate is $375. Out of town travel time, if any, will be paid
at half of the normal hourly rate.
E. Bridgepoint has agreed to a payment cap of $125,000 for the
period from the Petition Date through April 30, 2014, and
will not be subject to the Cap thereafter should the case be
continuing.
F. Bridgepoint will seek reimbursement of its reasonable
out-of-pocket expenses incurred in connection with the
engagement.
The Debtors assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.
About Buffet Partners
Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas. With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price. Buffet
Partners was formed to purchase Furr's in September 2003.
Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.
Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.
Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.
William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.
First Bankruptcy
The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years. In 1980, it was acquired by Kmart Corporation. Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986. Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.
BUFFET PARTNERS: James W. Sargent Okayed as Finance Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
according to Buffet Partners, L.P., et al.'s case docket,
authorized the Debtors to employ James W. Sargent as special
finance counsel.
As reported in the Troubled Company Reporter on Feb. 19, 2014, the
Debtors stated in court papers that they selected Mr. Sargent to
provide the services because, among other things, he has
represented the Debtors since March 2009. He represented (i) the
Debtors with respect to the Debtors' financing with Chatham
Capital Management II, LLC and (ii) its affiliated entities, with
respect to certain of the Debtors' equipment leasing transactions,
and with respect to various other commercial matters.
The compensation to be paid to Mr. Sargent is $300 per hour.
The Debtors assure the Court that Mr. Sargent is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.
About Buffet Partners
Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas. With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price. Buffet
Partners was formed to purchase Furr's in September 2003.
Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.
Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.
Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.
William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.
First Bankruptcy
The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years. In 1980, it was acquired by Kmart Corporation. Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986. Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.
BUFFET PARTNERS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Buffet Partners, L.P. filed with the U.S. Bankruptcy Court for the
Northern District of Texas its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $4,224,131
B. Personal Property $29,057,598
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $40,774,804
E. Creditors Holding
Unsecured Priority
Claims $739,964
F. Creditors Holding
Unsecured Non-Priority
Claims $7,411,488
----------- -----------
Total $33,281,729 $48,926,256
A copy of the schedules is available for free at:
http://bankrupt.com/misc/BUFFETPARTNERS_140_sal.pdf
About Buffet Partners
Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas. With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price. Buffet
Partners was formed to purchase Furr's in September 2003.
Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.
Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.
Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.
William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.
First Bankruptcy
The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years. In 1980, it was acquired by Kmart Corporation. Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986. Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.
CAESARS ENTERTAINMENT: Widens Loss to $1.7-Bil. in 4th Quarter
--------------------------------------------------------------
Caesars Entertainment Corporation reported a net loss of $1.75
billion on $2.07 billion of net revenues for the three months
ended Dec. 31, 2013, as compared with a net loss of $476.5 million
on $2.01 billion of net revenues for the same period in 2012.
For the year ended Dec. 31, 2013, the Company reported a net loss
of $2.94 billion on $8.55 billion of net revenues as compared with
a net loss of $1.50 billion on $8.58 billion of net revenues in
2012.
As of Dec. 31, 2013, the Company had $24.68 billion in total
assets, $26.59 billion in total liabilities and a $1.90 billion
total deficit.
"During 2013 we invested significantly in our properties and
executed a number of initiatives to enhance the company's capital
structure and better position the company for sustainable growth,"
said Gary Loveman, chairman, chief executive officer and president
of Caesars Entertainment Corporation. "The recently announced
asset sale to Caesars Growth Partners further supports these
objectives by increasing liquidity at our CEOC subsidiary and
facilitating new investment in some of the assets."
A copy of the press release is available for free at:
http://is.gd/QuJWAq
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees. Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names. The Company has its corporate
headquarters in Las Vegas.
Harrah's announced its re-branding to Caesar's on mid-November
2010.
* * *
Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.
As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.
In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.
"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.
CAESARS ENTERTAINMENT: Three Hedge Funds Lead Revolt V. Casino
--------------------------------------------------------------
Lisa Allen, writing for The Deal, reported that Canyon Capital
Advisors LLC, Oaktree Capital Management LLC and Appaloosa
Management LP are the second-lien bondholders behind a letter to
Caesars Entertainment Corp. that alleges that its operating unit
is insolvent and some of its intercompany transactions constitute
fraudulent transfers, according to another debtholder who asked
not to be named.
According to the report, those hedge funds have retained Jones
Day's Bruce Bennett to represent them, according to the source,
who is a partner and portfolio manager at a hedge fund.
This investor said the three hedge funds are attempting to
assemble a group holding more than 50% of the second-lien bonds
issued by Caesars Entertainment's operating unit, Caesars
Entertainment Operating Co., or CEOC, the report related.
The hedgie has also heard that holders of first-lien notes are
starting to organize ahead of potential litigation, the report
further related.
The second-lien bondholder group has created a stir just as the
Las Vegas-based casino titan launched the syndication of a new
$1.325 billion credit facility to fund affiliate Caesars Growth
Partners LLC's $2.2 billion purchase of Bally's Las Vegas, the
Cromwell, the Quad and Harrah's New Orleans from CEOC, the report
said. The sales were announced on March 3.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees. Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names. The Company has its corporate
headquarters in Las Vegas.
Harrah's announced its re-branding to Caesar's on mid-November
2010.
The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year. The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.
* * *
Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.
As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.
In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.
"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.
CHARLES PHILIP COWIN: Objection to Homestead Exception Sustained
----------------------------------------------------------------
Bankruptcy Judge Jeff Bohm sustained the objection of Ronald J.
Sommers, the Chapter 7 trustee in the case of Charles Philip
Cowin, to the Debtor's proposed homestead exemption under 11
U.S.C. Sec. 522(o) and (p). A copy of Judge Bohm's March 21, 2014
Memorandum Opinion is available at http://is.gd/hYEq3mfrom
Leagle.com.
Charles Philip Cowin first filed for Chapter 11 bankruptcy (Bankr.
S.D. Tex. Case No. 10-31478) on Feb. 24, 2010. The Court
dismissed the First Chapter 11 Case on March 31, 2010, due to the
Debtor's failure to timely file all of his schedules of assets and
liabilities and statement of financial affairs.
On May 19, 2010, the Debtor filed his second Chapter 11 petition
(Case No. 10-34132). On Jan. 6, 2012, the Court dismissed the
Second Chapter 11 Case with prejudice to refiling for 180 days due
to the fact that the Debtor had abused the bankruptcy process by
filing two Chapter 11 petitions within the prior two years without
ever filing a plan and disclosure statement.
On Feb. 21, 2013, approximately 13 months after the dismissal of
the Second Chapter 11 Case, the Debtor filed a Chapter 7 petition
(Case No. 13-30984).
CHINA NATURAL GAS: Seeks More Time to Find White Knight
-------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that China Natural Gas Inc. is asking for more time to line up a
buyer or an investor in the company amid complaints from creditors
that the company is stalling to force them to accept a low-ball
recovery on their claims.
According to the report, lawyers for China Natural Gas said in
court papers that the company has inked nondisclosure agreement
with four parties that are interested in investing in the company
or acquiring its assets in the People's Republic of China.
About China Natural
Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999. The Company through its wholly owned subsidiaries and
variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.
On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419). The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008. Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP,
in Washington, D.C., represents the Petitioners as counsel.
China Natural Gas, Inc., sought dismissal of the involuntary
petition but in July 2013, it consented to the entry of an
order for relief under Chapter 11 of the U.S. Code.
The last regulatory filing listed assets as of June 30 of
$29.5 million and liabilities totaling $82.5 million.
CNO FINANCIAL: Moody's Raises Senior Secured Credit Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the credit ratings of CNO
Financial Group (CNO, NYSE: CNO, senior secured to Ba2 from Ba3)
as well as the insurance financial strength (IFS) ratings of its
primary life insurance subsidiaries, including lead operating
company Bankers Life and Casualty Company, to Baa2 from Baa3. The
outlook on the ratings is positive. The Ba1 IFS rating (stable
outlook) of runoff subsidiary Conseco Life Insurance Company
(CLIC) remains unchanged. This rating action concludes a review
for upgrade that was initiated on February 6, 2014.
Ratings Rationale
Moody's Vice President, Ann Perry, said: "The upgrade of CNO's
credit ratings reflects improvement in the company's financial
profile including its asset quality, profitability and financial
flexibility. In addition, the company has experienced profitable
growth in protection and annuity sales." Moody's noted that the
positive outlook is a sign that additional improvements in CNO's
credit profile including increased profitability, a stronger
capital cushion at the operating companies and improved earnings
coverage are expected within the next 12 to 18 months.
Moody's said that CNO has grown sales and improved profitability
by targeting the under-served and less competitive "middle
America" market. CNO's distribution networks have benefited over
the last few years from the company's investments in growing
agents and distribution locations. CNO's financial flexibility has
also strengthened with manageable interest expense, a lengthened
debt maturity schedule, year-end 2013 adjusted financial leverage
in the 20% range and a healthy liquidity position of about $300
million of cash and invested assets at the holding company.
However, Moody's noted that although the operating companies have
historically received regulatory permission to pay dividends,
negative unassigned surplus at a key intermediate life insurance
company constrains financial flexibility because its presence
requires regulatory approval for dividend payments.
The rating agency added that CNO has also made considerable
progress in managing run-off and older blocks of business,
particularly through long term care (LTC) price increases, a 2013
LTC reinsurance transaction with Beechwood (unrated) and its
pending sale of CLIC to Wilton Re (unrated). These actions improve
profitability, reduce risk and remove management distractions.
However, Moody's commented that the company faces several
challenges including its ability to expand its market presence and
further grow its distribution systems, as well as continuing to
manage its legacy long term care portfolio and its exposure to
interest sensitive liabilities. Another challenge is balancing
capital growth within its primary insurance subsidiaries with
shareholder friendly activities (share repurchases and common
stock dividends).
Moody's said that the following could result in a further upgrade
of CNO's and its operating subsidiaries' (other than CLIC)
ratings: consistent return on capital (ROC) of at least 6%;
consistent earnings coverage of six times; and sustained combined
NAIC RBC ratio (without diversification benefit) of at least 350%
(company action level). Conversely, the following could result in
a return to a stable outlook of CNO's and its operating
subsidiaries' (except for CLIC) ratings: ROC of less than 6%;
adjusted financial leverage of over 30%, earnings coverage of less
than six times; and a combined NAIC RBC ratio (without
diversification benefit) of less than 350%.
The following ratings were upgraded with a positive outlook:
CNO Financial, Inc.
LT corporate family rating to Ba2 from Ba3, senior secured debt
to Ba2 from Ba3, and senior unsecured debt to Ba3 from B1
Bankers Life and Casualty Company
Insurance financial strength rating to Baa2 from Baa3
Colonial Penn Life Insurance Company
Insurance financial strength rating to Baa2 from Baa3
Washington National Life Insurance Company
Insurance financial strength rating to Baa2 from Baa3
CNO Financial Group is a specialized financial services holding
company that operates primarily in the life and health insurance
sectors through its subsidiaries. At December 31, 2013, CNO, which
is headquartered in Carmel, Indiana, reported total assets of
approximately $34.8 billion and shareholders' equity of $5.0
billion.
The principal methodology used in this rating was Global Life
Insurers published in December 2013.
Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.
COMMUNICATION INTELLIGENCE: Completes $3.3-Mil. Funding Round
-------------------------------------------------------------
Communication Intelligence Corporation said that investors had
fully subscribed to the previously announced round of funding.
Subscriptions were made by a number of existing and new investors
to provide working capital and to convert all outstanding
indebtedness to equity.
In the transaction, which had closings on Dec. 31, 2013, and on
February 7 and March 6, 2014, investors subscribed to
approximately $3.3 million in units of CIC's most senior class of
equity, the Series D Preferred Stock, having a blended conversion
rate of approximately $0.0275 per share. Of this amount,
$2,129,000 relates to signed subscription agreements for cash, and
approximately $1,150,000 relates to the conversion of principal of
certain unsecured promissory notes. Investors were also issued
warrants to purchase shares of Common Stock at an exercise price
of $0.0275 per share.
"In a complicated funding environment for nano- and micro-cap
companies, the full subscription of our approved funding round is
a testament both to the increasing appeal of e-signature market
and to CIC's unique positioning within it," said Philip Sassower,
chairman and chief executive Officer for CIC. "We continue to see
strong investor support for the company and remain highly
confident in CIC's ability to meet its objectives in 2014 and
beyond."
Additional information on this funding round is available for free
at http://is.gd/kE5GJL
About Communication Intelligence
Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.
Communication Intelligence incurred a net loss attributable to
common stockholders of $6.11 million in 2012 following a net loss
attributable to common stockholders of $6.66 million in 2011.
The Company's balance sheet at March 31, 2013, showed $1.98
million in total assets, $1.50 million in total liabilities and
$486,000 in total stockholders' equity.
PMB Helin Donovan, LLP, in San Francisco, CA, 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 recurring losses and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.
CORTO INVESTORS: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: Corto Investors, LLC
3700 Wilshire Bl Ste 520
Attn J Mortenson
Los Angels, CA 90010
Case No.: 14-15859
Chapter 11 Petition Date: March 27, 2014
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Debtor's Counsel: David G Epstein, Esq.
THE DAVID EPSTEIN LAW FIRM
POB 4858
Laguna Beach, CA 92652-4858
Tel: 949-715-1500
Fax: 949-715-2570
Email: david@epsteinlitigation.com
Estimated Assets: not indicated
Estimated Liabilities: not indicated
The petition was signed by Mark A. Smith, manager.
A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-15859.pdf
CUBIC ENERGY: Wells Fargo Stake at 10.3% as of Feb. 2
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Wells Fargo & Company disclosed that as of
Feb. 2, 2014, it beneficially owned 8,900,000 shares of common
stock of Cubic Energy Inc. representing 10.30 percent of the
shares outstanding. Wells Fargo previously owned 8,500,000 shares
at Dec. 31, 2013. A copy of the regulatory filing is available
for free at http://is.gd/xfvwAs
About Cubic Energy
Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.
Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, as compared with a net loss of $12.49 million
during the prior fiscal year. The Company's balance sheet at
Sept. 30, 2013, showed $19.51 million in total assets, $35.27
million in total liabilities and a $15.76 million total
stockholders' deficit.
DAYBREAK OIL: Two Directors Quit Due to Disagreement
----------------------------------------------------
Two members of Daybreak Oil and Gas Inc.'s Board of Directors,
Dale B. Lavigne and Ronald D. Lavigne, separately notified the
Company's chief executive officer of their resignations from their
board positions, effective March 5, 2014. At the time of their
resignations, Dale Lavigne served as the Chairman of the Board of
Directors, Chairman of the Compensation Committee and as a member
of the Audit Committee, and Ronald Lavigne served as Chairman of
the Nominating and Corporate Governance Committee and as a member
of the Audit Committee.
Both directors provided resignation letters. Neither letter cites
that the resignation is due to a disagreement with the Company,
but the resignations followed a meeting of the Board of Directors
in which the resigning directors had expressed disagreement with
the focus and direction of the Company supported by the Board
majority. Therefore, the Company has concluded that the
resignations were due to this disagreement.
On March 10, 2014, the Company's Board of Directors held a meeting
to fill the certain vacancies left by the resigning directors.
James F. Westmoreland was elected to serve as Chairman of the
Board, Timothy R. Lindsey was elected was elected Chairman of the
Compensation Committee, and Wayne G. Dotson was elected Chairman
of the Nominating and Corporate Governance Committee. Timothy R.
Lindsey was also appointed to serve on the Audit Committee. In
addition, the Board of Directors approved reducing the size of the
Company's Board of Directors from six members to four.
About Daybreak Oil
Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company. The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas. The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB. Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.
Daybreak Oil incurred a net loss of $2.23 million on $974,680 of
revenue for the year ended Feb. 28, 2013, as compared with a net
loss of $1.43 million on $1.31 million of revenue for the year
ended Feb. 29, 2012.
The Company's balance sheet at Nov. 30, 2013, showed $9.50 million
in total assets, $12.26 million in total liabilities and a $2.75
million total stockholders' deficit.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Feb. 28, 2013. The independent auditors noted that
Daybreak Oil suffered losses from operations and has negative
operating cash flows, which raises substantial doubt about its
ability to continue as a going concern.
DEWEY & LEBOEUF: Guilty Pleas of Staff Detail the Alleged Fraud
---------------------------------------------------------------
Ashby Jones, writing for The Wall Street Journal, reported that
the extent of an alleged scheme to hide the true financial
condition of now-defunct law firm Dewey & LeBoeuf LLP became
clearer, when a judge revealed the identities and statements of
former employees who have pleaded guilty to helping carry it out.
According to the report, the former employees worked throughout
the firm's financial operations and include accountants, billing
staff and back-office workers. The plea agreements of six of the
employees were unsealed on March 28, while the plea agreement of a
seventh, Francis J. Canellas, a former finance director at Dewey,
was unsealed on March 27. Canellas agreed to plead guilty to
grand larceny in the second degree, Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported.
According to statements attached to their plea agreements, the six
worked most closely with Mr. Canellas or Joel Sanders, the firm's
former chief financial officer, and they said they helped carry
out plans to overstate revenue and use accounting tricks to hide
losses and cover up cash shortages until the firm was forced to
file for bankruptcy in 2012, the report related. The allegations
are at the heart of an indictment filed against the firm's former
leaders earlier this month.
Taken collectively, the statements paint a picture of a small
cabal of underlings who over a period of years slavishly carried
out the instructions of Messrs. Canellas and Sanders, despite
knowing what they were being asked to do was wrong, the report
further related.
"Beginning in at least 2008, I was instructed by Joel Sanders to
create invoices, knowing that they would not be sent to clients,"
wrote Lourdes Rodriguez, a former billing manager, the report
cited. "When I was instructed to create invoices of these sorts by
Joel, I knew it was inappropriate."
About Dewey & LeBoeuf
Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.
Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929. In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.
At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.
Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28. All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure. The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate. The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.
The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million. The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.
Judge Martin Glenn oversees the case. Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy
Solutions LLC serves as claims and notice agent. The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.
JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP. JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors. The Noteholders hired
Bingham McCutchen LLP as counsel.
The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners. The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel. The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.
FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.
Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March. The plan created
a trust to collect and distribute remaining assets. The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.
DUNE ENERGY: Board OKs $1.1-Mil. 2014 Target Bonus for Execs.
-------------------------------------------------------------
The Board of Directors of Dune Energy, Inc., approved certain
compensation arrangements for the Company's employees, including
the Company's senior executives.
2014 Bonus Program
The Board approved the recommendation of the Compensation
Committee of the Board to adopt a new cash bonus plan for the
Company's employees, including the Company's senior executives,
for 2014. Each participant in the 2014 Bonus Program is assigned
a target bonus for 2014. A participant's bonus will be determined
by multiplying the participant's target bonus by a performance
factor determined based upon the Company's performance and the
participant's individual performance. Actual bonuses may range
from 0 percent (no bonus) to 200 percent of the participant's
target bonus. The metrics used to determine each participant's
bonus under the 2014 Bonus Program will be (i) reserve growth,
(ii) production growth, (iii) lease operating expense reduction
and (iv) individual goals. No minimum bonus is required under the
2014 Bonus Program.
The following table sets forth the target bonus under the 2014
Bonus Program for the Company's named executive officers:
Target
Officer and Title Bonus
----------------- ---------
James A. Watt, President and $550,000
Chief Executive Officer
Frank T. Smith, Jr., Senior Vice $230,000
President and Chief Financial Officer
Hal L. Bettis, Chief Operating Officer $197,400
Richard H. Mourglia, Senior Vice President, $174,000
Land and General Counsel
Granted Restricted Stock Awards
The Board also approved the recommendation of the Committee to
issue an aggregate of 1,000,000 restricted shares to employees
pursuant to the Dune Energy, Inc., 2012 Stock Incentive Plan, as
amended by the First Amendment on June 5, 2013, including an
aggregate of 560,000 restricted shares to the four executive
officers, namely: James A. Watt, Frank T. Smith, Jr., Hal L.
Bettis, and Richard H. Mourglia.
Bonus Payout
As previously announced on July 23, 2013, the Board approved the
payment of retention bonuses to the Company's employees, including
the Company's senior executive officers pursuant to a cash bonus
plan. James Watt, the Company's chief executive officer, received
one-third of his approved retention cash bonus in October 2013 and
received 156,695 restricted shares under the Plan in lieu of his
second one-third cash payment of the 2013 Bonus in December 2013.
Mr. Watt has voluntarily agreed, with the Board's approval, to
receive 156,695 restricted shares under the Plan in lieu of his
third and final one-third cash payment of the 2013 Bonus under the
2013 Bonus Program.
Amendments to Registration Statements
The Company separately filed post-effective amendmens to the
following registration statements:
(a) Form S-1 originally declared effective by the Securities
and Exchange Commission on June 13, 2012, registering for
resale up to 29,174,957 shares of common stock, par value
$0.001 per share, of Dune Energy, Inc.;
(b) Form S-1 as originally declared effective by the SEC on
April 11, 2013, registering for resale up to 18,749,997
shares of common stock, par value $0.001 per share;
(c) Form S-1 originally declared effective by the SEC on
June 21, 2013, registering for resale up to 6,249,996
shares of common stock; and
(d) Form S-1 originally declared effective by the SEC on
Oct. 2, 2013, registering for resale up to 6,249,996
shares of common stock.
The post-effective amendments were filed to update and supplement
the information contained in the Registration Statements to
include the information contained in the Company's Annual Report
on Form 10-K for the fiscal year ended Dec. 31, 2013, that was
filed with the SEC on March 7, 2014.
In addition, Dune Energy registered with the SEC 1,750,000 shares
of common stock issuable under the First Amendment to the Dune
Energy Inc., 2012 Stock Incentive Plan for a proposed maximum
offering price of $1.75 million. A copy of the Form S-8
prospectus is available for free at http://is.gd/BSz0TQ
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.
EARL C. NALLEY: Court Voids Division of Property With Ex-Spouse
---------------------------------------------------------------
Bankruptcy Judge Susan D. Barrett ruled that the division of
property from Clay Nalley to Cynthia Nalley, set forth in a
settlement agreement, labeled Insurance Annuity, is void ab initio
and the Nalleys' affirmative defenses seeking dismissal of the
complaint styled, WILTON CLINTON MEEKS, III, PAUL AND JESSE BURKE
AND A. STEPHENSON WALLACE, TRUSTEE Plaintiffs, v. EARL C. NALLEY,
JR. CYNTHIA NALLEY, Defendants, Adv. Proc. No. 13-01028 (Bankr.
S.D. Ga.), are denied.
The lawsuit seeks declaratory relief that the 11 U.S.C. Sec. 362
stay has been violated, injunctive relief, and transfer avoidance
pursuant to 11 U.S.C. Sec. 549. A copy of the Court's March 26,
2014 Opinion and Order is available at http://is.gd/34JSKkfrom
Leagle.com.
The Nalleys filed a joint chapter 11 petition (Bankr. S.D. Ga.
Case No. 05-11160) which was subsequently converted to one under
chapter 7 upon motion by the United States Trustee. A. Stephenson
Wallace was named the Chapter 7 Trustee.
The Nalleys are the joint administrators and apparently the sole
heirs at law of the estate of April Christy Nalley f/k/a April
Shearouse, their deceased minor daughter, whose pre-petition
probate estate is being administered in the Probate Court of Burke
County. The probate estate has certain rights to an insurance
annuity to which the Nalleys are potential beneficiaries. It is
undisputed that whatever rights the Nalleys have in or to the
Annuity and proceeds therefrom are property of the bankruptcy
estate subject to allowed exemptions.
On Oct. 21, 2008, during the pendency of the chapter 7 case and
without relief from the Sec. 362 automatic stay, the Superior
Court of Burke County entered a divorce decree which "approved,
adopted, and incorporated by reference" a divorce settlement
agreement dated August 29, 2008 reached between Clay and Cynthia
Nalley. The divorce decree purports to divide the Nalleys'
potential interests in the annuity. The annuity consists of
future disbursements of: $100,000 payable September 30, 2010;
$100,000 payable September 30, 2015; and $125,000 payable
September 30, 2020.
The parties have filed exemptions in their Chapter 7 Case,
claiming a portion of the future disbursements as exempt.
ENDEAVOUR INTERNATIONAL: Samberg Stake at 6.6% as of March 5
------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Arthur J. Samberg disclosed that as of March 5, 2014,
he beneficially owned 3,200,000 shares of common stock of
Endeavour International Corporation representing 6.6 percent of
the shares outstanding. A copy of the regulatory filing is
available for free at http://is.gd/dj2lEu
About Endeavour International
Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.
For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million as compared with a net loss of $130.99 million
during the prior year. The Company's balance sheet at Sept. 30,
2013, showed $1.50 billion in total assets, $1.41 billion in total
liabilities, $43.70 million in series C convertible preferred
stock, and $46.24 million in total stockholders' equity.
* * *
As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1. Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.
In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'. The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.
FIRED UP: Italian Restaurant Chain Files for Bankruptcy
-------------------------------------------------------
DBR Small Cap reported that Johnny Carino's Italian restaurant
chain filed for bankruptcy after shutting down nearly 20 locations
since October in a downsizing meant to help it survive in the
increasingly competitive casual dining environment.
According to the report, company officials put the Texas-based
chain, which serves Italian food at its roughly 130 locations,
into Chapter 11 protection after cutting expenses and closing 19
locations that were "unprofitable and likely to remain so,"
according to court papers.
FIRED UP: Johnny Carino's Case Summary & Creditors' List
--------------------------------------------------------
Debtor: Fired Up, Inc.
dba Johnny Carino's
dba Johnny Carino's Italian
dba Johnny Carino's Country Italian
dba Carino's Italian
fdba Kona Restaurant Group, Inc.
dba Brunello's Steak & Pasta
fdba Kona Ranch Steak House
fdba Kona Ranch Steaks & Seafood
fdba Kona Ranch Hawaiian Grill
dba Carino's Italian Grill
fdba Carino's Italian Kitchen
fdba Johnny Carino's Country Italian Kitchen
fdba Johnny Carino's Italian Kitchen
fdba Spageddie's Italian Kitchen
fka Carino's Italian Kitchen, Inc.
fka Kona Restaurant Group, Inc.
1514 Ranch Road 620 South
Austin, TX 78734
Case No.: 14-10447
Type of Business: Hospitality industry
Chapter 11 Petition Date: March 27, 2014
Court: United States Bankruptcy Court
Western District of Texas (Austin)
Judge: Hon. Tony M. Davis
Debtor's Counsel: Barbara M. Barron, Esq.
BARRON & NEWBURGER, P.C.
1212 Guadalupe, #104
Austin, TX 78701
Tel: (512) 476-9103
Fax: (512) 476-9253
Email: bbarron@bnpclaw.com
- and -
Lynn Saarinen, Esq.
BARRON AND NEWBURGER, P.C.
1212 Guadalupe, Suite 104
Austin, TX 78701
Tel: 512-476-9103 X 231
Fax: 512-476-9253
Email: lsaarinen@bn-lawyers.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Creed Ford III, president/CEO.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
AEI Fund Management Inc. Shortfall Note $2,789,509
Attn: Brian Schulz
1300 Wells Fargo Place
30 East Seventh Street
St. Paul, MN 55101
Ben E. Keith Company Vendor $2,188,461
Attn: Richard Grasso
601 E. 7th St.
Ft. Worth, TX 76113
Cassidy Turley Midwest, Inc. Damages $1,322,297
Lockbox #129, POB 1575
Minneapolis, MN 55480-1575
Internal Revenue Service Taxes $848,745
P.O. Box 7346
Philadelphia, PA 19101-7346
National Retail Properties Damages $703,298
450 S. Orange Ave. Suite 900
Orlando, FL 32801
Independent Bank of Waco Mortgage Loan $621,913
PO Box 21145 Deficiency
Waco, TX 76702
Glazier Foods Company Vendor $551,793
11303 Antoine
Houston, TX 77066
AEI Income & Growth Fund 25 LLC Damages $477,281
30 East 7th St. Ste 1300
St. Paul, MN 55101
Wilmington Center LLC Damages $335,964
9471 Lomitas Ave.
Beverly Hills, CA 90210
RC Nelms Jr. Hillcrest Trust Tax $309,908
4659 Christopher Place
Dallas, TX 75204-1610
Texas Comptroller of Public Tax $278,000
Accounts
PO Box 13528, Capitol Station
Austin, TX 78774
Food Service of America Vendor $222,873
AEI Accredited Investor Fund Damages $218,747
2002 Ltd. P
ARC Cafe, LLC Prepetition
Arrearages $202,385
Pleasant Ridge Development Co. Damages $185,166
Shamrock Foods Vendor $141,881
Magdalena Properties, LLC Damages $115,550
Texas Workforce Commission Tax $75,061
CE Capital Franchise Corp Mortgage Loan $473,907
8377 E. Hartford Drive
Ste 200
Scottsdale, AZ 85255
Gentilis, Inc. Prepetition $62,851
Arrearages
FIRST SECURITY: OCC Terminates Regulatory Enforcement Action
------------------------------------------------------------
The Office of the Comptroller of the Currency provided written
notification of the termination of the Consent Order with FSGBank,
the wholly-owned subsidiary bank of First Security Group, Inc.
"Since 2012, our Board and management team's primary goal was to
effect the transformation of FSGBank into a premier community bank
in East Tennessee," said Larry Mauldin, Chairman of the Board of
Directors of First Security and FSGBank. "Accomplishing this goal
required three distinct tasks: raising capital, resolving the
asset quality problems, and satisfying the Bank's Consent Order.
Today's announcement establishes management's successful execution
of all three tasks."
With the termination of the Consent Order, FSGBank is now
considered "well-capitalized" under the FDIC's prompt corrective
action provisions. This designation provides FSGBank with
opportunities for enhanced operational efficiencies, including
within its liquidity management, mortgage operations and SBA
lending operations.
"We have appreciated working with the OCC to resolve the issues
identified in the Consent Order," said Michael Kramer, First
Security and FSGBank's president and chief executive officer.
"The lifting of the Consent Order removes significant operational
and financial constraints while enhancing our ability to execute
our strategic plan. We can now direct more of our time and energy
toward returning to core profitability and building long-term
shareholder value."
About First Security Group
First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee. 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.
In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern. The independent
auditors noted that the Company has recently incurred substantial
losses. The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements. Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.
FISKER AUTOMOTIVE: Wanxiang Sale Closed; Court Okays Name Change
----------------------------------------------------------------
Fisker Automotive Holdings Inc., will now be known by another name
following the sale of its assets to Wanxiang Group's American
unit.
On March 27, the bankruptcy court in Delaware authorized the name
changed. Fisker Automotive Holdings will be FAH Liquidating Corp.
Its affiliate, Fisker Automotive Inc., will be known as FA
Liquidating Corp. Bankruptcy court filings will reflect these new
captions.
On Feb. 19, the Bankruptcy Court approved the asset purchase
agreement between Fisker and Wanxiang America Corporation. The
sale closed on March 24.
The sale to Wanxiang is valued at approximately $150 million,
Fisker said in a news statement. A copy of the Wanxiang deal is
available at no extra charge at:
http://bankrupt.com/misc/Frisker_WanxiangSuccessfulBid.pdf
About Fisker Automotive
Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.
Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition. The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated. The cars were assembled in Finland.
Fisker now has 21 employees.
Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets. The
company defaulted on its loan in April 2013.
Bankruptcy Judge Kevin Gross presides over the case. The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.
On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP. Emerald Capital Advisors Corp. is the
financial advisors for the Committee.
Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC. The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.
Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing. Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate. Hybrid also offered to pay real
estate taxes on the Delaware plant. Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.
Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash. However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.
After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.
In response, Hybrid raised its offer to $55 million.
Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.
Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.
FLETCHER INTERNATIONAL: Gets Liquidation Plan Confirmed
-------------------------------------------------------
Law360 reported that a New York bankruptcy judge on March 27 gave
the investment firm once run by Alphonse "Buddy" Fletcher the go-
ahead to begin winding down nearly two years after the fund first
launched its Chapter 11 proceedings.
U.S. Bankruptcy Judge Robert E. Gerber confirmed Fletcher
International Ltd.'s liquidation plan from the bench, the report
said, citing an attorney for Fletcher's Chapter 11 trustee Richard
Davis. He also signed off on a settlement with the liquidators of
Fletcher's affiliated funds from Ernst & Young LLP and pension
fund investors.
The Trustee proposed a liquidating plan. The Trustee has already
liquidated the limited amount of the Debtor's assets for which
there is a ready market, and proposes to liquidate the Debtor's as
-yet unliquidated assets and claims under the supervision of a
plan administrator and advisory board. These claims and assets
consist primarily of preference and fraudulent conveyance claims,
claims relating to the liquidation of certain securities owned by
the Debtor, and a few assets, which with one or two possible
exceptions, are of limited, if any, value. These Liquidation
Recoveries will be used first to satisfy administrative and
priority claims and will then be distributed pro rata to the
unsecured creditors and the investors in Classes 3 and 4. In
addition, a key part of the Plan is the creation of a pool of
certain litigation claims, also to be administered by the Plan
Administrator and Advisory Board.
The Pooled Claims -- principally fraud, breach of fiduciary duty,
negligence and similar tort claims against Insiders and affiliates
and certain service providers and professionals -- will be pooled
together with similar claims belonging to the Debtor's feeder
funds and certain of its ultimate investors. Net recoveries on
the Pooled Claims will share in the percentages set out in the
Investor Settlement. FILB's share is 26.8%; its share will be
distributed as a Liquidation Recovery. Finally, the claims of
Insiders and their affiliates will be subordinated or disallowed,
and no distributions will be made on their account.
About Fletcher International
Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan. The Bermuda exempted company estimated assets and
debts of $10 million to $50 million. The bankruptcy documents
were signed by its president and director, Floyd Saunders.
David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel. The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.
Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.
Fletcher Asset Management was founded in 1991. During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.
The Debtor is a master fund in the Fletcher Fund structure. As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.
The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively. Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.
After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda. Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda. The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.
Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., Lucia T. Chapman, Esq., and Stephanie
E. Hornung, Esq., at Luskin, Stern & Eisler LLP as his
counsel.
The Chapter 11 trustee filed a proposed liquidating plan in
November 2013. The disclosure statement was approved on Jan. 17,
2014.
FLORIDA GAMING: Berger Harris to Handle Litigation Matters
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
according to Florida Gaming Centers, Inc., et al.'s case docket,
has authorized the employment of Michael McDermott, Esq., and
Berger Harris LLP as special counsel to the Debtors, nunc pro tunc
to Nov. 14, 2013.
The Debtors require Berger Harris to:
(a) provide legal services and advice with respect to corporate
and commercial litigation matters pending in Delaware; and
(b) within the scope of the special counsel engagement,
performing all other legal services for, and providing all
other necessary legal advice to, the Debtors which may be
necessary and proper in these Chapter 11 cases.
Berger Harris will be paid at these hourly rates:
Mr. McDermott, partner $385
David Anthony $265
Berger Harris will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. McDermott assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.
About Florida Gaming
Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami. The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.
Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.
Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities. A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party. Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.
Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.
ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.
Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.
FLORIDA GAMING: Morrison Brown Approved as Tax Accountants
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
according to Florida Gaming Centers, Inc., et al.'s case docket,
authorized the employment of Frank Gonzalez, and Morrison, Brown,
Argiz & Farra, LLC as tax accountants and auditors.
The Debtors required Morrison Brown to provide financial statement
auditing services. Morrison Brown has advised the Debtors that
the estimate for their fees and services will be $150,000, as
follows:
Audit of Consolidated financial
statements & Form 10K $120,000
Each Quarter Review & Form 10Q-2014 $10,000
Morrison Brown will require one-third of the estimate to be
payable, around $40,000, upon the first week of field work, one-
third payable during fieldwork, and the remaining balance due at
the delivery of the audit report.
Frank Gonzalez, principal and department head of auditing at
Morrison Brown, assured the Court the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.
About Florida Gaming
Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami. The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.
Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.
Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities. A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party. Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.
Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.
ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.
Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.
FREDERICK'S OF HOLLYWOOD: Incurs $5MM Net Loss in Second Quarter
----------------------------------------------------------------
Frederick's of Hollywood Group Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss applicable to common shareholders of $5.06
million on $23.53 million of net sales for the three months ended
Jan. 25, 2014, as compared with a net loss applicable to common
shareholders of $9.99 million on $24.28 million of net sales for
the period ended Jan. 26, 2013.
For the six months ended Jan. 25, 2014, the Company reported a net
loss applicable to common shareholders of $12.76 million on $43.26
million of net sales as compared with a net loss applicable to
common shareholders of $15.19 million on $46.74 million of net
sales for the six months ended Jan. 26, 2013.
As of Jan. 25, 2014, the Company had $39.79 million in total
assets, $69.01 million in total liabilities and a $29.22 million
total shareholders' deficiency.
"We are moving ahead with our strategy to maximize higher
performing retail locations, which will allow us to reduce overall
costs and effectively utilize limited resources. Over the past
three months, we have closed 15 underperforming stores and one
additional store at the end of its lease. This activity will
continue into April, as we plan to close an additional two
stores," stated Thomas Lynch, the Company's Chairman and chief
executive officer.
A copy of the Form 10-Q is available for free at:
http://is.gd/5SByjl
Frederick's of Hollywood
Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.
Frederick's of Hollywood sought bankruptcy in July 10, 2000. On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.
Mayer Hoffman McCann expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
company has suffered recurring losses from continuing operations,
has negative cash flows from operations, has a working capital and
a shareholders' deficiency at July 27, 2013.
The Company reported a net loss of $22,522,000 on $86,507,000 of
net sales in 2013, compared with a net loss of $6,432,000 in 2012.
FREEDOM INDUSTRIES: U.S. Trustee Forms Five-Member Committee
------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region Four, has appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Chapter 11 case of Freedom Industries, Inc.
The Committee consists of:
1. Larry Bostick, chair
Archer Daniels Midland
4666 Faries Parkway
Decatur, IL 62526
Tel: (217) 451-3952
Fax: (217)424-6187
E-mail: larrybosctick@adm.com
2. Daniel K. Adkins
Hartman & Tyner, Inc. aka Mardigras Casno
1 Greyhound Drive
Cross Lanes, WV 25356
Tel: (954) 924-3123
Fax: (954) 456-9039
E-mail: DKA@MardiGrasCasinoFI.com
3. Charles W. Lawler
Rogers Electrical Contracting Company, Inc.
2110 Pleasant Valley Road
Fairmont, WV 26554
Tel: (304) 363-5762
Fax: (304) 363-8090
E-mail: Clawler@r-Ecci.com
4. Stephen Smith
208 Bradford Street, 3rd Floor
Charleston, WV 25301
Tel: (304) 610-6512
E-mail: stephennoblesmith@gmail.com
5. Carolyn Mount, SPHR
West Virginia American Water
1600 Pennsylvania Avenue
Charleston, WV 25302
Tel: (304) 340-2004
E-mail: carolyn,mount@amwater.com
About Freedom Industries
Freedom Industries Inc., the company connected to a chemical spill
that tainted the water supply in West Virginia, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case
No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge
Ronald G. Pearson. The petition was signed by Gary Southern,
president.
The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.
On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.
As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.
On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors. Frost Brown Todd LLC serves as its
counsel.
On March 18, 2014, the Bankruptcy Court approved Mark Welch at
MorrisAnderson as CRO for the Debtor.
GENERAL MOTORS: Recalls 971,000 More Vehicles
---------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. expanded an ignition-switch recall by nearly a
million vehicles on March 28, just days before its chief executive
is set to be grilled by law makers over its handling of the
problem.
According to the report, the Detroit auto maker said it would
recall another 971,000 cars, including 824,000 in the U.S.,
bringing the total to nearly 2.6 million world-wide to reflect the
possibility defective switches may have been installed in other
vehicles.
CEO Mary Barra is scheduled to testify before congressional panels
on Tuesday and Wednesday this week, the report related.
The latest move is in response to what has now become a glaring
documentation problem in a past effort to address switches that
can inadvertently shut off while a vehicle is in operation,
disabling power steering, power brakes and air bags, the report
further related. Thirteen deaths have been linked to air bags not
inflating after switches failed while the vehicles were being
driven.
GM said the original faulty ignition switch, first found in 2004,
was quietly redesigned sometime in 2006, the report added.
However, the resulting switch used the same part number as the
original, raising the likelihood defective switches could have
been used in vehicles built after 2006 or to fill spare part
orders placed by dealers and auto-parts retailers.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
GLOBAL AVIATION: World Airways Shuts Down
-----------------------------------------
Lou Whiteman, writing for The Deal, reported that World Airways
Inc. ceased operations on March 27 after its bankrupt parent was
unable to secure necessary funding to keep the charter operator
airborne.
According to the report, Peachtree City, Ga.-based Global Aviation
Holdings Inc., which filed for Chapter 11 protection last
November, had attempted for months to raise capital to fund its
full reorganization.
The decision to shut down World included the layoff of 325
employees, including 109 pilots and 146 flight attendants, the
report said.
"The battle to save World has been difficult," Eric Bergesen, the
airline's chief operating officer, said in a statement, the report
cited. "Despite this regrettable outcome, I sincerely thank each
of our employees for their dedication and continued support as we
attempted to build a future for the company."
About Global Aviation Holdings
Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013. North American
Airlines, founded in 1989, operates passenger charter flights
using B767-300ER aircraft. Founded in 1948, World Airways --
http://www.woa.com-- operates cargo and passenger charter flights
using B747-400 and MD-11 aircraft.
The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February 2013.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).
Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.
The 2013 petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.
In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.
The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.
Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.
GLOBALSTAR INC: Widens Net Loss to $591 Million in 2013
-------------------------------------------------------
Globalstar, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$591.11 million on $82.71 million of total revenue for the year
ended Dec. 31, 2013, as compared with a net loss of $112.19
million on $76.31 million of total revenue in 2012. The Company
incurred a net loss of $54.92 million in 2011.
As of Dec. 31, 2013, the Company had $1.37 billion in total
assets, $1.25 billion in total liabilities and $116.75 million in
total stockholders' equity.
Crowe Horwath LLP, in Oak Brook, Illinois, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors
previously expressed substantial doubt about the Company's ability
to continue as a going concern in their report on the consolidated
financial statements for the year ended Dec. 31, 2012. The
independent auditors noted that Globalstar had suffered recurring
losses from operations and was not in compliance with certain
financial and nonfinancial covenants under certain long-term debt
agreements.
A copy of the Form 10-K is available for free at:
http://is.gd/8lJUQi
About Globalstar
Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services. Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world. The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.
GOLDMAN SACHS: Fitch Affirms 'BB+' Preferred Equity Rating
----------------------------------------------------------
Fitch Ratings has affirmed The Goldman Sachs Group, Inc.'s Issuer
Default Rating (IDRs) at 'A/F1', support rating at '1', support
rating floor (SRF) at 'A' and viability rating (VR) at 'a'. The
Rating Outlook is Stable.
The rating actions on Goldman have been taken in conjunction with
a periodic review of the Global Trading and Universal Banks, which
comprise 12 large and globally active banking groups. Fitch's
outlook for the sector is stable on balance. Earnings pressure in
securities businesses and continued conduct and regulatory risks
present in the GTUBs are offset by stronger balance sheets as
capitalization and liquidity remain sound. Fitch forecasts
stronger GDP growth in most economies, which should contribute to
a more balanced operating environment, but the operating
environment is likely to remain challenging in 2014.
The rating actions assume that Goldman will perform adequately
under the CCAR stress test, though Fitch has no visibility into
any potential qualitative rejections for Goldman, or any of the
other 29 banks subject to regulatory stress testing. Although a
qualitative rejection of a capital plan request under CCAR would
be viewed negatively, it is not expected to have any rating
implications for Goldman.
Key Rating Drivers - IDRs, VR and Senior Debt
Goldman's IDRs, VR and senior debt continue to be supported by its
leading investment banking franchise, solid liquidity position,
better-than-average capital position, and strong risk management.
The ratings are constrained by Goldman's focus on capital market
activities and relatively higher level of wholesale funding
Goldman has higher reliance on capital market operations than many
global trading and universal banks (GTUBs). Fitch recognizes that
capital market revenues are inherently volatile and susceptible to
declines in difficult market periods. Concerns over this inherent
volatility are offset by management's successful track record in
managing through difficult periods.
Fitch believes that Goldman has a comparatively strong risk
management organization and systems to manage and monitor risk as
demonstrated by its ability to manage risk during period of market
stress.
Goldman has consistently maintained liquidity at conservative
levels, which is viewed as appropriate given the company's
reliance on wholesale funding. Unencumbered highly liquid
securities and cash was $184 billion (20% of total assets) at year
end 2013. Goldman's reliance on unsecured short-term funding
continues to be modest and the weighted average maturity of
secured funding remained constant during 2013.
Goldman's capital position continues to improve and remains
comparatively strong. Fitch Core Capital to risk-weighted assets
remained higher than the GTUB average. Goldman's Tier I common
ratio under the Basel III advanced approach was approximately 9.8%
at year-end 2013 (in line with the average of U.S. GTUBs).
Regulatory and legal issues appear manageable. Goldman and peers
face new capital markets regulations such as the Volcker Rule and
implementation of Basel III capital and liquidity standards.
Goldman is projected to meet new requirements well within
allowable time frames.
Rating Sensitivities - IDRs, VR And Senior Debt
Goldman's IDRs, VR and senior debt continue to be underpinned by
its leading investment banking franchise, solid operating
profitability, strong risk management, comfortable liquidity
position and better-than-average capital position. The ratings
factor in Fitch core capital in line with current levels and the
management of capital comfortably above Basel III capital
minimums. The IDRs, VR and senior debt have limited upward
potential, given Goldman's business focus on the capital markets.
Downward pressure on the VR could result from a material loss,
significant increase in leverage or deterioration in liquidity
levels. Similarly, any unforeseen outsized or unusual fines,
settlements or charges levied could also have adverse rating
implications. Goldman's Long-term IDR could be negatively
pressured if both its financial profile deteriorates (reflected in
the VR) and Fitch's view of support of U.S. G-SIFIs change.
Key Rating Drivers - Support Rating And Support Rating Floor
Goldman's Support Rating (SR) and Support Rating Floor (SRF)
reflect Fitch's expectation that there remains an extremely high
probability of support from the U.S. government ('AAA'/ Outlook
Stable) if required. This expectation reflects the U.S.'s
extremely high ability to support its banks especially given its
strong financial flexibility, though propensity is becoming less
certain. Specific to Goldman, our view of support likelihood is
based mostly on its systemic importance in the U.S., its global
interconnectedness given its size and operations in global capital
markets, and its position as a key provider of financial services
to the U.S. economy. Goldman's IDRs and senior debt ratings do
not benefit from support because Goldman's VR is equal to its SRF.
However, in Fitch's view, there is a clear intention to reduce
support for G-SIFIs in the U.S., as demonstrated by the Dodd Frank
Act (DFA) and progress regulators have made on implementing the
Orderly Liquidation Authority (OLA). The FDIC has proposed its
single point of entry (SPOE) strategy and further initiatives are
demonstrating the U.S. government's progress to eliminate state
support for U.S. banks going forward, which increases the
likelihood of senior debt losses if its banks fall afoul of
solvency assessments.
Key Rating Sensitivities - Support Rating and SRF
The SR and SRF are sensitive to progress made in finalizing the
SPOE strategy and any additional regulatory initiatives that may
be imposed on the G-SIFIs, including debt thresholds at the
holding company. Fitch's assessment of continuing support for
U.S. G-SIFIs has to some extent relied upon the feasibility of OLA
implementation rather than its enactment into law (when DFA
passed). Hurdles that remain include the resolution of how cross-
border derivative acceleration/termination provisions are handled
and that there is sufficient contingent capital at the holding
company to recapitalize without requiring government assistance.
Fitch expects that the SPOE strategy and regulatory action to
ensure sufficient contingent capital will be finalized in the near
term, but regardless of its finalization Fitch believes that
sufficient regulatory progress continues to be made over the
ratings time horizon. Therefore, Fitch expects to revise
Goldman's Support Rating to '5' and its SRF to 'No Floor' within
the next one to two years, likely to be some point in the late
2014 or in 1H15.
A revision of the SRF to 'No Floor' would result in no change to
Goldman's Long-term IDR and debt ratings because Goldman's
viability rating is equal to the current SRF.
Rating Drivers and Sensitivities - Subordinated Debt And Other
Hybrid Securities
Subordinated debt and other hybrid capital issued by Goldman and
by various issuing vehicles are all notched down from Goldman's VR
in accordance with Fitch's assessment of each instrument's
respective nonperformance and relative Loss Severity risk
profiles. Their ratings are primarily sensitive to any change in
Goldman's VR.
Rating Drivers and Sensitivities - Long- and Short-Term Deposit
Ratings
Goldman's uninsured deposit ratings are rated one notch higher
than the company's IDR and senior unsecured debt because U.S.
uninsured deposits benefit from depositor preference. U.S.
depositor preference gives deposit liabilities superior recovery
prospects in the event of default. However, Goldman's uninsured
deposits outside of the U.S. do not benefit from rating uplift
because they do not typically benefit from the U.S. depositor
preference unless the deposit is expressly payable at an office of
the bank in the United States. Since Fitch cannot determine which
foreign branch deposits may be dually payable, they do not get the
rating uplift.
The ratings of long and short-term deposits issued by Goldman and
its subsidiaries are primarily sensitive to any change in
Goldman's IDR.
Rating Drivers and Sensitivities - Holding Company
Goldman's IDR is equalized with those of its operating companies
and banks, reflecting its role as the bank holding company, which
is mandated in the U.S. to act as a source of strength for its
bank subsidiaries, as well as the use of the holding company to
fund subsidiary operations.
Rating Drivers and Sensitivities - Subsidiary And Affiliated
Companies
IDRs of major rated operating subsidiaries are equalized with
Goldman's IDR reflecting Fitch's view that these entities are core
to Goldman's business strategy and financial profile.
Goldman is a top global bank with four business segments:
investment banking, institutional client services, investment
management, and investing and lending. Goldman, in September
2008, converted to a bank holding company regulated by the Federal
Reserve Board. Goldman is designated as a G-SIFI by the Financial
Stability Board.
The following ratings were affirmed:
Goldman Sachs Group, Inc.
-- Long-term IDR at 'A' with a Stable Outlook;
-- Long-term senior debt at 'A';
-- Viability Rating at 'a';
-- Short-term IDR at 'F1';
-- Commercial paper at 'F1';
-- Support at '1';
-- Support Floor at 'A';
-- Market linked securities at 'Aemr';
-- Subordinated debt to 'A-';
-- Preferred equity at 'BB+';
-- Senior unsecured Chilean Bond Issuance Programme at
'AAA(cl)'.
Goldman Sachs Bank, USA
-- Long-term IDR at 'A' with a Stable Outlook;
-- Long-term senior debt at 'A';
-- Long-term deposits at 'A+';
-- Short-term IDR at 'F1';
-- Short-term debt at 'F1';
-- Short-term deposits at 'F1';
-- Support at '1'.
Goldman, Sachs & Co.
-- Long-term IDR at 'A' with a Stable Outlook;
-- Short-term IDR at 'F1';
-- Long-term senior debt at 'A';
-- Short-term debt at 'F1'.
Goldman Sachs International
-- Long-term IDR at 'A' with a Stable Outlook;
-- Short-term IDR at 'F1';
-- Senior secured long-term notes at 'A';
-- Senior secured short-term notes at 'F1';
-- Short-term debt at 'F1'.
Goldman Sachs International Bank
-- Long-term IDR at 'A' with a Stable Outlook;
-- Short-term IDR at 'F1'
-- Long-term deposits at 'A';
-- Short-term deposits at 'F1'.
Goldman Sachs AG
-- Long-term IDR at 'A' with a Stable Outlook;
-- Short-term IDR at 'F1';
Goldman Sachs Bank (Europe) plc
-- Senior secured guaranteed debt at 'A';
-- Short-term secured guaranteed debt at 'F1';
-- Short-term debt at 'F1'.
Goldman Sachs Paris Inc. et Cie.
-- Long-term IDR at 'A' with a Stable Outlook;
-- Short-term IDR at 'F1'.
Ultegra Finance Limited
-- Long-term senior debt at 'A';
-- Short-term debt at 'F1'.
Global Sukuk Company Limited
-- Long-term senior unsecured at 'A';
-- Short-term senior unsecured at 'F1'.
Goldman Sachs Financial Products I Limited
-- Long-term senior unsecured at 'A'.
Goldman Sachs Capital I
-- Trust preferred at 'BBB-'.
Goldman Sachs Capital II, III
-- Preferred equity at 'BB+'.
Murray Street Investment Trust I
-- Senior Guaranteed Trust Securities 'A'.
Vesey Street Investment Trust I
-- Senior Guaranteed Trust Securities 'A'.
GORILLA COMPANIES: Dist. Court Rules in 13 Holdings Dispute
-----------------------------------------------------------
In the case styled, 13 Holdings, LLC, Robb M. Corwin and Jillian
C. Corwin, Appellants, v. Gorilla Companies, LLC, Appellees, No.
CV-12-1549-PHX-SMM (D. Ariz.), Senior District Judge Stephen M.
McNamee on March 26 issued Memorandum of Decision and Order:
-- affirming the Bankruptcy Court's constitutional authority
to enter final judgment in this case.
-- affirming the Final Judgment entered by the Bankruptcy
Court in Paragraphs 1 and 2 in favor of Gorilla, except
for the prejudgment interest calculation which will be
redetermined on remand.
-- denying 13 Holdings' Fed. R. Civ. P. 60(b) request to
vacate judgment and for the District Court to redetermine
its finding of unjust enrichment in favor of Gorilla.
-- vacating the Bankruptcy Court's attorney fee award in
favor of Gorilla.
-- remanding this case to the Bankruptcy Court for further
proceedings consistent with the District Court's Order.
The dispute arose from a pre-bankruptcy deal wherein Gorilla
acquired several event management companies from 13 Holdings LLC,
which is owned by Robb and Jillian Corwin, in exchange for an
immediate $14 million payment, Gorilla stock worth $1 million, a
$1.5 million deferred note, and a "seller note" that could result
in an earn out payment of up to $6 million depending on Gorilla's
performance from March 2007 through February 2008.
A copy of the District Court's Memorandum of Decision and Order,
including a background of the dispute and prior rulings on the
matter, is available at http://is.gd/ccdl9cfrom Leagle.com.
James Hendrik Taylor, Esq., Justin James Henderson, Esq., and
Susan M Freeman, Esq., at Lewis & Roca LLP, represent 13 Holdings
LLC, Robb M Corwin, and Jillian C Corwin.
Gorilla Companies LLC, is represented by Janel Marie Glynn, and
John R Clemency, Esq., at Gallagher & Kennedy PA.
About Gorilla Companies
Based in Tempe, Ariz., Gorilla Companies LLC provides event
management services. Gorilla Companies sought Chapter 11
protection (Bankr. D. Ariz. Case No. 09-02898) on Feb. 20, 2009,
and is represented by John R. Clemency, Esq., at Greenberg Traurig
LLP in Phoenix. At the time of the filing, the Debtor estimated
its assets at more than $1 million and its debts at less than
$1 million.
About Robb Corwin
Robb Corwin in Chandler, Arizona, filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 10-21303) on July 8, 2010, Judge Sarah
Sharer Curley presiding. Mark W. Roth, Esq. --
mroth@polsinelli.com -- at Polsinelli Shughart P.C., serves
as bankruptcy counsel. Mr. Corwin disclosed $1 million to
$10 million in total assets and $10 million to $50 million in
total debts.
GRAND CENTREVILLE: Chapter 11 Restructuring Hangs by a Thread
-------------------------------------------------------------
"Denied," ruled Bankruptcy Judge Robert G. Mayer in Alexandria,
Virginia after hearings on March 18 and 20 in the Chapter 11 case
of Grand Centreville, LLC.
Judge Mayer signed his Order on March 24, denying the Debtor's:
(1) Motion for Order Approving Settlement Agreement with
its secured lender;
(2) Motion for an Order Approving Bid Procedures and Sale;
and
(3) Third Motion to Extend Exclusivity
James Y. Sohn and Yeon K. Han objected to the Settlement Motion
A status hearing on the motion to dismiss the case is continued to
April 15, 2014 at 11:00 a.m.
The Settlement Agreement is 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.
As reported by the Troubled Company Reporter, the Settlement
Agreement purports to resolve Wells Fargo Bank N.A.'s $28.98
million claim against Grand Centreville. The claim stemmed from a
$27 million loan extended to Grand Centreville, which is secured
by the company's real property in Virginia known as the Old
Centreville Crossing Shopping Center. The loan was guaranteed by
Min Sik Kang and Man Sun Kang. Under the settlement, Grand
Centreville will seek court approval to sell the property for not
less than $40 million. The agreement sets a July 15 deadline for
the closing of the sale. In case the sale is denied or the court
order approving the sale and the proposed settlement is not
entered by March 31, a liquidating plan that provides for a sale
of the property should be filed by April 30.
Grand Centreville on Feb. 21 filed the motion asking the Court to
approve procedures to sell the assets to the highest or otherwise
best bidder at an auction. The Debtor argues that a section 363
sale has the potential to maximize value for all constituents of
the bankruptcy estate. The Debtor proposed to sell the assets on
an "as is," "where is," and "with all faults" basis.
The Settlement also provides that Grand Centreville can continue
to use the bank's cash collateral while the deal is in effect.
The company, however, will be required to continue to make
payments to Wells Fargo, including a monthly payment of $60,000.
At the closing of the sale, Wells Fargo will receive payments
including $1.455 million for the so-called "Yield Maintenance
charge" under the loan note, and $2 million for default interest.
In exchange for the payments, Wells Fargo will drop its $28.98
claim against Grand Centreville, according to the terms of the
deal. A copy of the settlement agreement can be accessed for free
at http://is.gd/3Vm4uD
Grand Centreville, in fact, has recently filed papers in Court
seeking approval to employ Property Condition Assessments, LLC as
consultant to evaluate the general condition of the Debtor's
existing facilities relative to a potential sale; and KLNB LLC as
real estate broker and marketing agent to market the Shopping
Center. The Debtor also has won approval to hire Resource
International, Ltd. as consultant to perform a Phase I
Environmental Site Assessment.
Pending the sale, the Grand Centreville sought further control of
its restructuring, asking the Court to extend their exclusive
periods to file a Chapter 11 plan until July 31, 2014, and solicit
acceptances of that plan through and until Sept. 29, 2014.
James R. Schroll, Esq., on behalf of party-in-interest James Y.
Sohn, opposed the Settlement and Grand Centreville's motion to
approve bidding procedures to govern the sale, arguing that such
sale 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.
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.
As reported in the Nov. 6, 2013 edition of the TCR, Wells Fargo
sought dismissal of the Debtor's Chapter 11 case, arguing that the
bankruptcy case was filed in bad faith and that the Receiver has
no standing to file the bankruptcy petition.
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.
HOVNANIAN ENTERPRISES: Stockholders Elect 7 Directors
-----------------------------------------------------
Hovnanian Enterprises, Inc., held its 2014 annual meeting on
March 11, 2014, at 10:30 a.m., Eastern time, at the offices of
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York,
New York. At the Annual Meeting, the shareholders:
(1) elected Ara Hovnanian, Robert Coutts, Edward Kangas, CPA,
Joseph Marengi, Vincent Pagano, J. Sorsby, and Stephen
Weinroth to the Board of Directors;
(2) ratified the selection of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for
the fiscal year ending Oct. 31, 2014;
(3) approved the 2012 Hovnanian Enterprises, Inc., Amended and
Restated Stock Incentive Plan;
(4) approved the Amended and Restated Hovnanian Enterprises,
Inc., Senior Executive Short-Term Incentive Plan; and
(5) approved a non-binding advisory vote on approval of
compensation of the Company's named executive officers.
The 2012 Hovnanian Enterprises, Inc., Amended and Restated Stock
Incentive Plan had been previously recommended for approval by the
Company's Compensation Committee of the Board of Directors and
previously approved by the Company's Board of Directors, in each
case, subject to stockholder approval. The 2012 Amended and
Restated Plan became effective as of the date of that stockholder
approval.
The 2012 Amended and Restated Plan is substantially the same as
the 2012 Hovnanian Enterprises, Inc., Stock Incentive Plan, except
that the 2012 Amended and Restated Plan has been amended and
restated to increase by 6,450,000 the number of shares of common
stock authorized for issuance thereunder.
The Amended and Restated Short-Term Incentive Plan (i) extends the
period of time for which bonus awards may be made thereunder to
the date of the Company's first stockholders' meeting that occurs
during 2019, (ii) provides that any share issuances made with
respect to future bonus awards would be granted under the 2012
Amended and Restated Plan and (iii) makes certain changes,
clarifications and language improvements, including the addition
of total shareholder return as a permissible performance goal in
order to conform the performance metrics under the Amended and
Restated Short-Term Incentive Plan to those under the 2012 Amended
and Restated Plan.
A copy of the Form 8-K disclosure is available for free at:
http://is.gd/mFNVwr
About Hovnanian Enterprises
Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia. The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.
Hovnanian Enterprises posted net income of $31.29 million on $1.85
billion of total revenues for the year ended Oct. 31, 2013, as
compared with a net loss of $66.19 million on $1.48 billion of
total revenues during the prior year.
As of Oct. 31, 2013, the Company had $1.75 billion in total
assets, $2.19 billion in total liabilities and a $432.79 million
total deficit.
* * *
As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.
In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-'
from 'CCC'. The upgrade and the Stable Outlook reflects HOV's
operating performance year-to-date (YTD), adequate liquidity
position, and moderately better prospects for the housing sector
during the remainder of this year and in 2014.
As reported by the TCR on Jan. 9, 2014, Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.,
to B3 from Caa1. The upgrade of the Corporate Family Rating to B3
reflects Hovnanian's improved financial performance including
improvement in interest coverage to slightly above 1x and finally
turning net income positive for the fiscal year 2013.
HW PARTNERS: MKA Entitled to Estate #1 Sale Proceeds
----------------------------------------------------
LESTER AND BETSYDIANNE HENDRICKSON, Plaintiff(s), v. HW PARTNERS,
LLC, et al, Defendants, Adv. Proc. No. 11-80317 (Bankr. E.D.
Wash.), is a dispute between two creditors of HWP Partners LLC --
the Hendricksons and MKA. The dispute to be resolved is whether
MKA or Hendricksons are entitled to the sale proceeds of Estate
#1, approximately $243,750. MKA claims a security in the proceeds
based on its recorded assignment of mortgage on Estate # 1, and a
California filed financing statement. The Hendricksons, who do
not hold a security interest in Estate #1, claim as an unsecured
creditor of HWP. The Hendricksons argue that MKA can not claim
the proceeds because the note and mortgage securing it have been
satisfied.
In a March 24, 2014 Memorandum available at http://is.gd/6h98EQ
from Leagle.com, Bankruptcy Judge John A. Rossmeissl held that:
1. MKA has a mortgage interest in the proceeds of Estate #1.
MKA's assignment of mortgage was duly recorded and is
entitled to priority pursuant to Washington's recording
statute.
2. The Hendricksons failed to prove by a preponderance of
the evidence that MKA had given authority to Westmoore
to satisfy MKA's recorded assignment of mortgage.
3. MKA proved by a preponderance of the evidence, that HWP
in light of its knowing and wrongful actions could not
in good faith assert that it had paid and discharged
its obligation on the July 31, 2007 note, secured in part
by Estate #1. The Hendricksons, who claim through HWP,
are bound by that decision. They can not claim HWP paid
and satisfied the debt because HWP could not.
4. MKA is entitled to the proceeds of Estate #1.
HW Partners, LLC, in Walla Walla, Wash., filed for Chapter 11
bankruptcy (Bankr. E.D. Wash. Case No. 11-03366) on July 8, 2011.
Timothy J. Carlson, Esq., at Carlson Boyd & Bailey PLLC, served
as the Debtor's counsel. In its petition, the Debtor estimated
$1 million to $10 million in both assets and liabilities. The
petition was signed by Justin M. Wylie, member. A list of the
Company's 10 largest unsecured creditors filed together with the
petition is available for free:
at http://bankrupt.com/misc/waeb11-03366.pdf
IFM COLONIAL PIPELINE: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed IFM (US) Colonial Pipeline 2 LLC's (IFM
Colonial) Issuer Default Rating (IDR) at 'BB+' and its senior
secured notes at 'BBB-'. The notes are secured by a first
priority security interest in a debt service reserve account which
holds cash, the receipt account which holds cash received from
Colonial Pipeline LLC (Colonial) and all of its shares in
Colonial.
The Rating Outlook remains Stable. The rating action affects $250
million of long-term debt.
Key Ratings Drivers
The ratings are supported by the following strengths:
-- Colonial's stable, FERC-regulated operations that provide
robust cash flows and relatively predictable dividends to its
owners;
-- Colonial's strong market position as the largest refined liquid
petroleum products pipeline in the U.S. and the lowest cost method
of moving refined product from the Gulf Coast to the Northeast;
-- A debt service reserve account which currently holds six months
of cash to service the secured IFM Colonial notes.
Key rating factors include the following concerns:
-- Cash flow concentration from a non-controlling, minority
interest in Colonial;
-- Colonial's single-asset business, which exposes Colonial -- and
the dividends it pays its owners -- to concentrated regulatory,
economic, and operating risk.
Minority Interest in Colonial:
The primary rating concern for IFM Colonial is that its sole
source of cash flow is quarterly dividend payments from a non-
controlling, minority interest in Colonial. Each of Colonial's
five owners is entitled to appoint one of the five directors to
Colonial's board, so each shareholder (including IFM Colonial) has
limited individual control in determining the dividend and
operating policies of Colonial.
At a 15.8% ownership stake, IFM Colonial has the lowest equity
interest of the five companies that own Colonial. Some of this
concern is lessened, though, by a supermajority requirement of 75%
shareholder vote for asset sales and the issuance of debt greater
than one year. In addition, shareholders have the right of first
refusal on any stock sales.
IFM Colonial's limited control of Colonial is further balanced by
the nature of Colonial's other owners, which are either long-term
investment companies or subsidiaries of major oil & gas companies.
These companies and their ownership interest in Colonial are as
follows:
-- Koch Capital Investments Co. LLC (28.09%);
-- KKR-Keats Pipeline Investors LP (23.44%);
-- Caisse de depot et placement du Quebec (16.55%);
-- Shell Pipeline Co. LP (16.12%);
-- IFM Colonial (15.8%).
Single-Asset Entity:
Colonial is a single-asset pipeline company, which exposes it to a
greater amount of regulatory, economic, and operating risk than a
company with multiple assets. A risk factor that weighs on the
financial performance of Colonial pipeline would not be able to be
mitigated by potentially better performance at another asset's
operations.
Relatively Predictable Dividends:
Despite these concerns, Colonial's FERC-regulated tariffs and high
utilization rates have generated robust cash flows. EBITDA margins
have averaged over 57.9% the past four years. Overall, management
has prudently managed the balance sheet and dividends. Between
2010 and 2013, dividends have been in the range of $299 million
and $341 million.
Fitch expects Colonial's financial profile to remain solid over
the next few years and enable Colonial to continue the payment of
relatively predictable quarterly dividends.
Strong Market Position:
IFM Colonial benefits from Colonial pipeline's key position as the
leading shipper of refined liquid petroleum products in the
Southeast, Mid-Atlantic, and Northeast. Refinery closures on the
East coast should enable Colonial Pipeline to maintain its
competitive position.
Debt Service Reserve Account:
The secured notes have a debt service reserve account, which holds
cash to meet at least the next six months of interest expense
payments. Currently, the account has cash for six months of debt
service ($8 million) since the debt service coverage ratio is
above 2.0x. The account's reserves would increase to meet at
least the next 12 months and 24 months of interest expense if IFM
Colonial's interest coverage ratio drops below 2.0 times (x) and
1.25x, respectively. Fitch expects IFM Colonial's interest
coverage ratio to remain well above 2.0x for the next few years.
Liquidity:
In addition to having $8 million of cash in the debt service
reserve account, IFM Colonial also had $11 million in cash on the
balance sheet as of year-end 2013. IFM Colonial has no other
forms of liquidity. There are no debt maturities until the $250
million of secured notes come due in 2021. Fitch believes there
is adequate liquidity until the notes come due.
Company Description:
IFM Colonial is a holding company whose only asset is a 15.8%
direct ownership interest in Colonial. In terms of barrel-miles,
Colonial owns and operates the largest refined liquid petroleum
products pipeline in the U.S., stretching over 5,500 miles and
serving customers in 13 states and the District of Columbia along
the East Coast. IFM Colonial is an indirect wholly owned
subsidiary of Codan Trust Company Limited and affiliated with an
Australian investment management company that manages pension
funds.
Rating Sensitivities
Positive: Future developments that may, individually or
collectively, lead to positive rating action include:
-- Positive rating action is not viewed as likely given the
structure of the issuer which limits the current rating.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- Changes in the structure of IFM Colonial that result in a
weakened credit profile;
-- Significant operational issues at Colonial which reduce cash
available for shareholders;
-- Reduced dividends from Colonial which would reduce the debt
service coverage ratio;
-- Debt service coverage below 2.0x for a sustained period of
time.
INFUSYSTEM HOLDINGS: Reports $1.6 Million Net Income in 2013
------------------------------------------------------------
Infusystem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $1.66 million on $62.28 million of net revenues for
the year ended Dec. 31, 2013, as compared with a net loss of $1.48
million on $58.82 million of net revenues for the year ended
Dec. 31, 2012. The Company incurred a net loss of $45.44 million
in 2011 following a net loss of $1.85 million in 2010.
For the three months ended Dec. 31, 2013, the Company reported net
income of $864,000 on $17.17 million of net revenues as compared
with net income of $221,000 on $16.23 million of net revenues for
the same period in 2012.
The Company's balance sheet at Dec. 31, 2013, showed $77.37
million in total assets, $34.65 million in total liabilities and
$42.72 million in total stockholders' equity.
"These results validate our 2013 strategic commitment to emphasize
organic growth as the best means to strengthen our financial
position and competitive standing in a rapidly changing healthcare
industry environment," said Eric K. Steen, chief executive
officer.
"We expect to drive revenue momentum in 2014 by increasing
electronic connectivity with our customers, including the
deployment of additional electronic medical records integration
projects and expanding the Company's iPad initiative.
Additionally, we will further broaden our presence in oncology and
continue to diversify through pain management and smart pumps," he
noted.
A copy of the Form 10-K is available for free at:
http://is.gd/2vF3ML
About InfuSystem Holdings
InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc. InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.
INSITE VISION: Insufficient Azasite Royalties May Prompt Default
----------------------------------------------------------------
InSite Vision Incorporated on March 27 reported financial results
for the quarter and year ended December 31, 2013. Revenues for
the year ended December 31, 2013 were $30.8 million compared to
$21.6 million for the same period in 2012. Net income for the
year ended December 31, 2013 was $5.8 million, or $0.04 per share,
compared to a net loss of $8.3 million, or $0.06 per share, in
2012. Revenues for the fourth quarter of 2013 were $1.1 million
compared to $5.4 million for the same period in 2012. Net loss
for the fourth quarter of 2013 was $5.0 million, or $0.04 per
share, compared to a net loss of $1.8 million, or $0.01 per share,
in the fourth quarter 2012. As of December 31, 2013, cash, cash
equivalents and short-term investments totaled $8.3 million.
Total operating cash usage in 2013 was $16.6 million. InSite
expects that cash on hand, anticipated cash flow from operations
and current cash commitments to InSite will only be adequate to
fund operations until approximately September 2014. If InSite is
unable to secure sufficient additional funding prior to that time,
InSite likely will need to cease operations and liquidate its
assets. In addition, InSite's subsidiary received insufficient
royalties on AzaSite sales to make the interest payment in full on
the subsidiary's secured notes that was due on February 15, 2014.
If InSite does not receive AzaSite royalties sufficient to pay in
full the recent shortfall (plus interest thereon) by May 15, 2014,
the subsidiary will trigger an event of default under the
indenture for the notes. InSite has no intention to use its funds
to pay this shortfall and an event of default is likely on May 15,
2014.
In November 2013, Akorn, Inc. acquired the rights to commercialize
AzaSite in North America through its acquisition of Inspire
Pharmaceuticals, Inc. from Merck. In 2013, revenues also included
$3.8 million of earned royalties based on net sales of AzaSite and
an additional $10.5 million in minimum royalty true-up payments
from Merck. In 2012, revenues included $7.6 million of earned
royalties and $11.9 million in additional minimum royalties from
Merck and $2.1 million in royalties from net sales of Besivance.
Earned AzaSite royalties declined by 49% in 2013 compared to 2012,
which resulted from Merck's termination of sales promotion of
AzaSite in August 2013 and a supply shortage of AzaSite due to a
scheduled production suite upgrade at the AzaSite manufacturing
plant in the fourth quarter of 2013. Merck's obligation to make
minimum royalty payments terminated on September 30, 2013 and
Akorn has no obligation to make minimum royalty payments.
A copy of In Site's earnings release for the quarter and year
ended December 31, 2013, is available for free at
http://is.gd/lJPMM9
Based in Alameda, California, InSite Vision Incorporated (OTCBB:
INSV) -- http://www.insitevision.com/-- is committed to advancing
new and superior ophthalmologic products for unmet eye care needs.
The company's product portfolio utilizes InSite Vision's proven
DuraSite(R) bioadhesive polymer core technology, an platform that
extends the duration of drug retention on the surface of the eye,
thereby reducing frequency of treatment and improving the efficacy
of topically delivered drugs.
JEFFREY L. FRIMMERSDORF: N.D. Cal. Rules in Sullivan Suit
---------------------------------------------------------
Bankruptcy Judge Charles Novack on March 26 issued a memorandum
order in the adversary proceeding, CHRIS SULLIVAN, Plaintiff, v.
JEFFREY L. FRIMMERSDORF AND KELLY H. FRIMMERSDORF, Defendants,
Adv. Proc. No. 11-5278 (Bankr. N.D. Cal.). Mr. Sullivan sued
Accrete Holdings, Inc. d/b/a Mobile Nation and Mr. Frimmersdorf in
Nevada state court, alleging, among other things, that
Frimmersdorf had personally guaranteed the $250,000 loan Mr.
Sullivan extended to MNN. Mr. Frimmersdorf's bankruptcy petition
stayed this litigation.
A copy of the Court's March 26, 2014 Memorandum Order is available
at http://is.gd/KrxjnCfrom Leagle.com.
Jeffrey L. Frimmersdorf and Kelly H. Frimmersdorf filed a joint
Chapter 11 petition (Bankr. N.D. Calif. Case No. 11-57442) on
August 8, 2011.
JESUP & LAMONT: Suit vs. NJ Bank, Officers Survives Dismissal Bid
-----------------------------------------------------------------
Bankruptcy Judge Allan L. Gropper denied the request of defendants
to dismiss the avoidance lawsuit styled as, MATTHEW C. HARRISON,
JR., CONFIRMATION TRUSTEE OF THE JESUP LIQUIDATING TRUST,
Plaintiffs, v. NEW JERSEY COMMUNITY BANK, ROBERT O'DONNELL, and
STEPHEN RABINOVICI, Defendants, Adv. Proc. No. 12-1168 (Bankr.
S.D.N.Y.).
The lawsuit was commenced by Matthew Harrison, the Confirmation
Trustee of the liquidating trust established pursuant to the
confirmed Chapter 11 Plan of Liquidation for Jesup & Lamont, Inc.,
and its wholly owned broker-dealer subsidiary, Jesup & Lamont
Securities Corp. The Complaint was filed in the name of the Trust
and on behalf of both estates against New Jersey Community Bank,
Robert O'Donnell, chief executive officer and chairman of the
board of NJCB, and Stephen Rabinovici, former chairman of the
board of both Debtors. Count I alleges breach of fiduciary duty
claims against Rabinovici; Count II alleges aiding and abetting
breach of fiduciary duty claims against NJCB and O'Donnell; Counts
III and IV allege fraudulent conveyance claims under the
Bankruptcy Code and New York State law, respectively, against
NJCB; and Count V alleges, in the alternative, preferential
transfer claims under 11 U.S.C. Sec. 547 against NJCB.
NJCB and O'Donnell filed a motion to dismiss the preference and
aiding and abetting breach of fiduciary duty claims asserted
against them. Rabinovici filed a motion to dismiss the count
asserted against him alleging breach of fiduciary duty if the
underlying causes of action, fraudulent conveyance and preference,
were dismissed.
A copy of the Court's March 26, 2014 Memorandum Decision is
available at http://is.gd/9rKrdVfrom Leagle.com.
KLESTADT & WINTERS LLP's Tracy L. Klestadt, Esq., and Brendan M.
Scott, Esq., represent New Jersey Community Bank. and Robert
O'Donnell
LOWENSTEIN SANDLER LLP's Robert C. Bonebert, Esq., David M.
Banker, Esq., and Richard C. Wolter, Esq., represent Steven
Rabinovici.
About Jesup & Lamont
Jesup & Lamont, Inc., was a publicly traded holding company and
its subsidiary, Jesup & Lamont Securities Corporation, was a
brokerage and investment banking firm, regulated by the Financial
Industry Regulatory Authority. Jesup & Lamont filed a Chapter 11
petition (Bankr. S.D.N.Y. Case Nos. 10-14133) on July 30, 2010.
J&L Securities followed weeks later, filing for Chapter 11 (Bankr.
S.D.N.Y. Case No. 10-15037) on Sept. 24, 2010. Jesup & Lamont
estimated under $10 million in assets and under $50 million in
debts in its petition. J&L Securities estimated under $10 million
in both assets and debts.
The cases were initially presided over by Judge Arthur J. Gonzalez
and were later turned over to Judge Gropper upon Judge Gonzalez's
retirement earlier this year. Ronald J. Friedman, Esq., at
SilvermanAcampora LLP, serves as the Debtors' counsel.
On Oct. 21, 2010, an Official Committee of Unsecured Creditors was
appointed by the United States Trustee. On Sept. 15, 2011, the
Committee filed a proposed joint plan of reorganization for the
Debtors and a disclosure statement, which was subsequently
amended. The Court entered an order, on Oct. 6, 2011, confirming
the Committee's Amended Plan of Liquidation.
Matthew C. Harrison, Jr., the confirmation trustee of the Jesup
Liquidating Trust, is represented by:
Stuart M. Riback, Esq.
Eric J. Snyder, Esq.
Zack H. Gross, Esq.
WILK AUSLANDER LLP
201 E 42nd St # 900
New York, NY 10017
Tel: (212) 421-2233
E-mail: sriback@wilkauslander.com
esnyder@wilkauslander.com
zgross@wilkauslander.com
JOHN HALL THOMAS: Graham Mortgage Has $1,215,000 Deficiency Claim
-----------------------------------------------------------------
Bankruptcy Judge Tony M. Davis in Austin, Texas, ruled that the
total sum due to Graham Mortgage Corporation on its deficiency
claim against John Hall Thomas, together with interest through the
Petition Date but not including attorneys' fees or other
appropriate charges, is $1,215,000. The Court will set a hearing
date and briefing schedule at which any further matters at issue
between the parties can be resolved.
On Aug. 14, 2007, Thomas borrowed $3.4 million from Graham. The
loan was secured by a 618.292 acre ranch located in the counties
of Burnet and Llano. In 2009, Thomas defaulted on the debt and
Graham initiated foreclosure.
A copy of the Court's March 26, 2014 Findings of Fact and
Conclusions of Law is available at http://is.gd/T1L50ufrom
Leagle.com.
John Hall Thomas filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No. 11-10997) on April 25, 2011. Because of Thomas' failure
to propose a confirmable Chapter 11 plan, Judge Gargotta converted
Thomas' case to Chapter 7, and Ron Satija was appointed as trustee
to administer the estate.
LIBBEY GLASS: Moody's Rates New $440MM Sr. Secured Term Loan 'B1'
-----------------------------------------------------------------
Moody's investors Services assigned a B1 rating to Libbey Glass
Inc.'s proposed $440 million senior secured term loan. Moody's
also affirmed Libbey's B1 corporate family rating, B1-PD
probability of default rating, and SGL-2 speculative-grade
liquidity rating. The ratings outlook remains stable.
Proceeds from the proposed $440 million term loan due 2021 and $11
million revolver borrowings will be used to refinance Libbey's
existing $405 million senior secured notes and pay for transaction
expenses. Concurrently, the company plans to amend its revolver,
including a maturity extension to 2019.
The ratings were affirmed because Moody's views the transaction as
neutral to Libbey's financial risk profile. While leverage
(debt/EBITDA, Moody's-adjusted) will increase by approximately 0.3
times to 3.8 times as of December 31, 2013, the anticipated
roughly $10 million reduction in annual interest payments will
improve interest coverage and cash flow. Moody's anticipates that
Libbey will return to and maintain its publicly stated leverage
target of 2.5-3.0 times (from 3.2 times pro-forma for the
transaction), a range that is appropriate for the B1 rating, given
the company's modest scale and narrow product focus. In Moody's
view, anemic consumer retail spending and weak restaurant traffic
in the US will hold back earnings growth, and debt repayment will
be limited as the company will likely prioritize cash towards
investment, share repurchases or acquisitions.
Rating actions:
Issuer: Libbey Glass Inc.
Corporate family rating, affirmed at B1
Probability of default rating, affirmed at B1-PD
Speculative-grade liquidity rating, affirmed at SGL-2
Proposed $440 million senior secured term loan due 2021,
assigned B1 (LGD3-48%)
The ratings are subject to the receipt and review of final
documentation. The rating on the existing notes will be withdrawn
following the closing of the transaction.
Ratings Rationale
Libbey Glass' B1 Corporate Family Rating incorporates the
company's solid credit metrics and good liquidity profile.
Moreover, the B1 Corporate Family Rating reflects the company's
significant presence in the US foodservice and retail glassware
markets, a revenue base that is diversified internationally and by
customer, and its well-recognized brand names. At the same time,
the rating is constrained by the company's modest size relative to
other rated global consumer durables companies, narrow product
focus, and the capital intensive nature of its operations.
Additionally, the rating considers Libbey Glass' sensitivity to
discretionary consumer spending, especially in the restaurant and
leisure sectors.
The stable outlook anticipates stable to modestly better operating
performance over the next 12-18 months.
The ratings could be downgraded if debt/EBITDA is sustained above
4.5 times, free cash flow-to-debt declines below 5%,
EBITA/interest expense is maintained below 2 times, or liquidity
deteriorates meaningfully.
There is limited near term upgrade momentum given the company's
relatively small scale and narrow product focus. Over time,
ratings could be upgraded if the company expands its revenues
beyond $1 billion and broadens its business line diversity, while
maintaining conservative financial policies and good liquidity.
The principal methodology used in this rating was the Global
Consumer Durables published in October 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.
Headquartered in Toledo, Ohio, Libbey Glass Inc. designs,
manufactures and markets glass tableware products and designs and
markets ceramic dinnerware and flatware products. The company
serves foodservice, retail, and business-to-business customers in
over 100 countries. Libbey reported sales of roughly $822 million
in the year ended December 31, 2013. Libbey Glass Inc. is the
operating subsidiary of Libbey Inc. (NYSE: LBY).
LIGHTSQUARED INC: Investor in Restructuring Wary to Work With Dish
------------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that an investor in LightSquared Inc.'s reorganization said he was
wary to work with Dish Network Corp . and Chairman Charlie Ergen
on LightSquared's restructuring because of how different Dish's
goals are in the case.
"Dish is a very powerful company in the telecom and tech space,"
said Omar Jaffrey, co-founder of credit investor Melody Capital
Partners LLC, during the second week of LightSquared 's bankruptcy
court hearing seeking approval of its restructuring, the report
cited. Philip Falcone , whose Harbinger Capital Partners hedge-
fund firm owns a majority of LightSquared's equity, is set to
testify this week, the report related.
About LightSquared Inc.
LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.
LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network. In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries. In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.
LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors. Alvarez & Marsal North America, LLC, is the
financial advisor. Kurtzman Carson Consultants LLC serves as
claims and notice agent.
MAUI LAND: Accuity LLP Replaces Deloitte & Touche as Auditors
-------------------------------------------------------------
The Audit Committee of the Board of Directors of Maui Land &
Pineapple Company, Inc., annually selects and retains an
independent registered public accounting firm, subject to
ratification by the Company's shareholders.
On March 5, 2014, after an evaluation process of several
independent registered public accounting firms, the Audit
Committee selected Accuity LLP to serve as the Company's
independent registered public accounting firm for fiscal year
2014, replacing Deloitte & Touche LLP. The selection effectively
dismisses Deloitte & Touche LLP as the Company's independent
registered public accounting firm at the conclusion of their audit
of the Company's consolidated financial statements for the year
ended Dec. 31, 2013.
The reports of Deloitte & Touche on the Company's consolidated
financial statements for the years ended Dec. 31, 2012, and 2011
did not contain an adverse opinion or a disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope, or
accounting principles, other than containing an explanatory
paragraph regarding the Company's ability to continue as a going
concern.
During the years ended Dec. 31, 2012, and 2011 and through
March 11, 2014, there have been no disagreements with Deloitte &
Touche LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of
Deloitte & Touche LLP, would have caused them to make reference to
the subject matter of the disagreement in connection with their
reports.
The Company has requested Deloitte & Touche LLP to furnish it with
a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements. In its
letter dated March 11, 2014, Deloitte & Touche stated:
"We have read Item 4 of Maui Land & Pineapple Company, Inc.'s
Form 8-K dated March 11, 2014, and have the following
comments:
1. We agree with the statements made in the third and
fourth paragraphs as it pertains to our firm.
2. We have no basis on which to agree or disagree with any
other statements of the Registrant."
The Company added that during the years ended Dec. 31, 2012, and
2011 and through March 11, 2014, neither the Company nor anyone on
its behalf has consulted with Accuity LLP.
About Maui Land & Pineapple Co.
Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate. The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.
Maui Land incurred a net loss of $4.60 million in 2012, as
compared with net income of $5.07 million in 2011. The Company's
balance sheet at Sept. 30, 2013, showed $56.66 million in total
assets, $92.62 million in total liabilities and a $35.95 million
total stockholders' deficiency.
Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring negative cash
flows from operations and deficiency in stockholders' equity which
raise substantial doubt about the Company's ability to continue as
a going concern.
MASON COPPELL: Has Interim Authority to Obtain DIP Loans
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas, Division, gave Mason Coppell OP, LLC, Mason Georgetown OP
LLC, Mason Round Rock OP LLC, and Mason Friendswood OP LLC
(together called the "Oxford Debtors") interim authority to
secured postpetition loans up to the sum of (x) net availability,
plus (y) [$1,467,000] from Oxford Finance LLC as agent for itself
and certain other financial institutions.
As security for the Postpetition Obligations, Oxford Finance will
be granted (a) a first priority, perfected lien on all of the
Oxford Debtors' interest in all collateral that is not otherwise
encumbered by a validly perfected security interest or lien senior
to the liens of Oxford Finance on the Petition Date; (b) a first
priority, senior perfected liens upon all of the Oxford Debtors'
right, title and interest in, to and under the Oxford Prepetition
Collateral, provided that that first priority senior lien will be
subject and junior to any prior liens of third parties that exist
pursuant to law which were properly perfected and are senior in
priority to the liens of Oxford Finance prior to the Petition
Date; and (c) a second priority, junior perfected lien upon all of
the Oxford Debtors' right, title and interest in, to and under all
other Collateral which subject to prior permitted liens to the
extent that perfection in respect of a prepetition date claim is
expressly permitted under the Bankruptcy Code.
The Postpetition Obligations will constitute claims with priority
in payment over all administrative expenses of the kinds specified
or ordered pursuant to any provision of the Bankruptcy Code.
The DIP Liens and Superpriority Claims are subject to a carve-out,
which means: (i) the fees and expenses of the Office of the United
States Trustee the Oxford Debtors are required to pay pursuant to
28 U.S.C. Section 1930(b)(6), and (ii) the allowed fees and
expenses of the professionals retained by the Oxford Debtors and
any official committee and approved by the Court, including but
not limited to Joe E. Marshall, Esq., and the Munsch Hardt firm,
and Louis E. Robichaux IV of Deloitte/CRG, limited by, and up to
the amounts set forth in a Budget. For the avoidance of doubt,
for the Interim Period, the Carve-Out for Oxford Debtors' counsel
will include payments not to exceed $54,000, the Carve-Out for the
Oxford Debtors' CRO/financial advisor will include payments not to
exceed $88,700, and the Carve-Out for the Committee's counsel will
include payments not to exceed $9,600.
The Oxford Debtors are also given interim authority to use Cash
Collateral, provided that Oxford Finance is granted adequate
protection for any diminution in the value of the Oxford
Prepetition Collateral.
A final hearing is scheduled for April 7, 2014, at 9:30 a.m.
Objections are due April 3.
About Mason Coppell
Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014. The Debtors estimated assets of at least $10
million and debts of at least $10 million. Munsch Hardt Kopf &
Harr PC serves as the Debtors' counsel. Wick Phillips Gould &
Martin LLP is the Debtors' local counsel. Deloitte Transactions
and Business Analytics, LLP, acts as the Debtors' restructuring
advisor with Louis Robichaux serving as chief restructuring
officer.
MARINA BIOTECH: Closes Previously Announced $6MM Financing
----------------------------------------------------------
Marina Biotech, Inc., plans to broadly apply its RNAi, antisense
and microRNA therapeutics platform to develop drugs for rare
diseases. Besides advancing its current Phase 1 program in
Familial Adenomatous Polyposis, the company expects to initially
focus on the area of dystrophies where it believes its broad
capabilities including its conformationally restricted nucleotide
(CRN) chemistry and SMARTICLES(R) delivery technology can provide
an advantage over existing nucleic acid therapeutic approaches.
J. Michael French, CEO of Marina Biotech presented an overview of
the company's plans at BIO-Europe Spring(R) 2014 in Turin, Italy.
In addition, the Company closed its previously announced issuance
of Series C Convertible Preferred Stock and common stock purchase
warrants for aggregate gross proceeds to the Company of $6
million. The preferred stock is convertible into common stock at
a conversion price equivalent to $0.75 per share of common stock.
The six million warrants are exercisable at an exercise price of
$0.75 per share, and are exercisable for a period of five years
after the date on which the Company becomes current with respect
to its reporting obligations under the Securities Exchange Act.
Furthermore, as previously disclosed, on Feb. 24, 2014, the
holders of the promissory notes that were issued by the Company in
February 2012 agreed to exchange those notes for 1,959,389 shares
of common stock, and to release their lien on the intellectual
property and other assets of the Company.
"We are now in a strong position for Marina Biotech to evolve into
a rare disease drug development company," stated J. Michael
French. "We have the capability to pursue multiple nucleic acid
therapeutics that use a variety of mechanisms of action including
RNAi, mRNA translational inhibition, exon-skipping, steric
blocking, microRNA inhibition and microRNA replacement. Our broad
therapeutic discovery platform will allow us to apply the most
appropriate technology to a specific target (or targets) within a
disease pathophysiology. Not only can we apply multiple
approaches to the same target within a disease pathway, but we can
also pursue therapeutics across different systems, i.e. muscle,
heart and CNS, involved in multi-system diseases such as myotonic
dystrophy. We will continue to seek large pharmaceutical company
research and development collaborations outside our clinical focus
in an effort to provide non-dilutive capital and the continued
advancement of our core chemistry and delivery capabilities. I'm
excited to begin this new phase in the growth of Marina Biotech
and look forward to our successes in the coming year."
Additional information is available for free at:
http://is.gd/PLVp7E
About Marina Biotech
Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation. The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients. The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.
On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated. As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary. As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.
KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results. The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.
The Company reported a net loss of $29.42 million in 2011,
compared with a net loss of $27.75 million in 2010. The Company's
balance sheet at Sept. 30, 2012, showed $8.01 million in total
assets, $10.36 million in total liabilities and a $2.35 million
total stockholders' deficit.
"The market value and the volatility of our stock price, as well
as general market conditions and our current financial condition,
could make it difficult for us to complete a financing or
collaboration transaction on favorable terms, or at all. Any
financing we obtain may further dilute the ownership interest of
our current stockholders, which dilution could be substantial, or
provide new stockholders with superior rights than those possessed
by our current stockholders. If we are unable to obtain
additional capital when required, and in the amounts required, we
may be forced to modify, delay or abandon some or all of our
programs, or to discontinue operations altogether. Additionally,
any collaboration may require us to relinquish rights to our
technologies. These factors, among others, raise substantial
doubt about our ability to continue as a going concern."
"Although we have ceased substantially all of our day-to-day
operations and terminated substantially all of our employees, our
cash and other sources of liquidity may only be sufficient to fund
our limited operations until the end of 2012. We will require
substantial additional funding in the immediate future to continue
our operations. If additional capital is not available, we may
have to curtail or cease operations, or take other actions that
could adversely impact our shareholders," the Company said in its
quarterly report for the period ended Sept. 30, 2012.
MASON COPPELL: Court Directs Firm to Show Cause re PCO
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
ordered Mason Coppell OP, LLC, to show cause regarding the
appointment of a patient care ombudsman pursuant to Section 333 of
the Bankruptcy Code. The Court will convene a hearing on April
15, 2014, at 1:30 p.m., to determine the issue of whether or not a
patient care ombudsman will be appointed in the Debtor's
Chapter 11 case.
About Mason Coppell
Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014. The Debtors estimated assets of at least $10
million and debts of at least $10 million. Munsch Hardt Kopf &
Harr PC serves as the Debtors' counsel. Wick Phillips Gould &
Martin LLP is the Debtors' local counsel. Deloitte Transactions
and Business Analytics, LLP, acts as the Debtors' restructuring
advisor with Louis Robichaux serving as chief restructuring
MEDIA GENERAL: LIN Media Merger No Impact on Moody's B1 Ratings
---------------------------------------------------------------
Moody's Investors Service says Media General, Inc. and LIN Media
LLC announced an agreement to combine the two companies in a
transaction that values LIN at approximately $2.6 billion. As
proposed, the transaction has no immediate impact on Media
General's credit ratings as operating performance and estimated
credit metrics at closing are expected to remain within the B1
rating under Moody's base case scenario. The merger is expected to
close in early 2015 and is subject to shareholder approval from
Media General and LIN, Hart-Scott-Rodino review, and FCC
clearance. Pro forma for the merger, the benefits from greater
scale, enhanced geographic and network diversity, as well as the
roll out of LIN's digital businesses across the combined platforms
partially offset the increase in leverage and issuance of
incremental debt. Moody's expects elevated free cash flow
supported by heightened political advertising, primarily in the
second half of 2014, will be used to reduce debt balances by the
end of 2014 thereby reducing the impact of increased debt to be
funded in the beginning of 2015.
Media General, headquartered in Richmond, VA, is a television
broadcaster and will own, operate or service 74 network affiliated
stations and their digital properties across 46 markets covering
roughly 23% of U.S. television households, post-closing of the
announced merger and certain divestitures. The company will have
33 stations in the largest 75 media markets and network
affiliations will include 23 CBS stations, 16 NBC, 12 ABC, 10 Fox,
7 CW and 6 MNT. Media General's existing shareholders will own
approximately 64% of the combined company and existing LIN
shareholders will own 36%. Current owners of Media General include
Standard General, Oppenheimer, Gabelli, and Highland Capital, with
the remainder being widely held. Media General's average annual
revenue for 2012 and 2013 totaled $1.2 billion pro forma for the
transaction.
METRO FUEL: Hearing Today on U.S. Trustee's Case Conversion Bid
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing today, March 31, 2014, at 9:00 a.m., to
consider the U.S. Trustee's motion to convert the Chapter 11 cases
of Metro Fuel Oil Corp., et al.
U.S. Trustee William K. Harrington had asked the Court to consider
his request on an expedited basis. The U.S. Trustee on March 24,
moved to convert the Debtors' cases to one under Chapter 7 of the
Bankruptcy Code.
This is not the first time the Debtors have to contend with a
motion to convert. As reported in the Troubled Company Reporter
on Jan. 10, 2014, Bayside Fuel Oil Depot Corporation asked the
Court to convert the cases of the Debtors. Bayside Fuel is Metro
Fuel's largest unsecured (trade) creditor, with a claim of at
least $6.23 million. "These cases have been jointly administered,
the Debtors' monthly operating reports are prepared on a
consolidated basis, and New York Commercial Bank alleges a blanket
security interest against all or substantially all assets of all
of the Debtors. Hence Bayside moves to convert all of the cases
or, alternatively, only the Metro Fuel case," says Stuart I.
Gordon, Esq., at Rivkin Radler LLP, the attorney for Bayside Fuel.
Mr. Gordon claimed that: (i) the March 2013 auction sale conducted
by the Debtors resulted in general unsecured creditors receiving
nothing; (ii) the Debtors have burdened the estates with nearly
$10 million in professional fees alone; (iii) the Debtors have
been unable to file a plan in 14 months and there appears to be no
likelihood that they will be able to do so in the foreseeable
future; and (iv) the cases are administratively insolvent and the
Debtors are no longer operating, having sold substantially all of
their operating assets to United Metro Energy Corp. According to
Mr. Gordon, a Chapter 7 trustee can liquidate the estates, pursue
claims and maximize the recovery for general unsecured creditors.
The Debtors and the Official Committee of Unsecured Creditors
filed with the Court objections to Bayside Fuel's conversion
motion. The Committee said Bayside Fuel's argument in support of
conversion is identical to the argument advanced by New York
Commercial Bank in the bank's motion to convert. The Committee
objects to the Bayside Fuel's conversion motion for the same
reasons set forth in the NYCB objection.
The Debtors and the Committee also challenged the NYCB's bid to
convert the cases to Chapter 7. The Debtors said they believe it
is premature to convert the Chapter 11 cases to cases under
Chapter 7. In their Dec. 13 filing, the Debtors stated that since
the closing of the asset sales, the Debtors and stakeholders with
substantial interests in the outcome of the Chapter 11 cases have
engaged in significant and meaningful arm's-length settlement
negotiations over the past 11 months. These negotiations,
according to the Debtors, have resulted in the willingness of the
Debtors' principals, Paul J. Pullo Jr. and Gene V. Pullo, to make
a meaningful financial contribution that will allow the parties to
amicably resolve the Chapter 11 cases. Though the final terms of
the resolution of the Chapter 11 cases have not been reached to
date, the Debtors believe a consensual resolution among all
stakeholders is obtainable in the very near future.
The Committee, meanwhile, said the bank's allegations fall flat
compared to the Committee's plan of liquidation, which the
Committee is prepared to file for consideration by the Debtors'
entire creditor body upon entry of an order granting co-
exclusivity. "The plan is the only vehicle available for the
Debtors' creditors that fairly and equitably distributes the
approximately $18 million to $24 million that the Pullos are
expected to provide as a plan contribution. Conversion would be
ruinous, likely saddling these estates with another $1.5 to $2
million in administrative claims in the form of Chapter 7 trustee
fees and expenses -- funds that would otherwise go to creditors
under the plan."
Bayside Fuel is represented by Stuart I. Gordon, Esq., at Rivkin
Radler LLP. The Committee is represented by Craig A. Wolfe, Esq.,
at Kelley Drye & Warren LLP.
About Metro Fuel
Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island. Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.
Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.
Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012. Judge Elizabeth S. Stong presides
over the case. Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor. The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent. Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and David
Johnston as their chief restructuring officer.
The petition showed assets of $65.1 million and debt totaling
$79.3 million. Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds. Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.
The U.S. Trustee appointed a seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee. The Committee
tapped FTI Consulting, Inc. as its financial advisor.
On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for the base purchase price of
$27,000,000, subject to adjustments.
MONARCH COMMUNITY: Elizabeth Park Stake at 7.7% as of Dec. 31
-------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Elizabeth Park Capital Advisors, Ltd., disclosed that
as of Dec. 31, 2013, it beneficially owned 673,500 shares of
common stock of Monarch Community Bancorp Inc. representing 7.7
percent of the shares outstanding. A copy of the regulatory
filing is available for free at http://is.gd/lYkXxK
About Monarch Community
Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association. The Bank converted
to a stock savings institution effective Aug. 29, 2002. In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.
In their audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, Plante & Moran, PLLC, in Grand
Rapids, Michigan, expressed substantial doubt about Monarch
Community's ability to continue as a going concern, noting that
the Corporation has suffered recurring losses from operations and
as of Dec. 31, 2012, did not meet the minimum capital requirements
as established by its regulators.
The Corporation reported a net loss of $353,000 on $6.8 million of
net interest income (before provision for loan losses) in 2011,
compared with a net loss of $10.9 million on $7.5 million of net
interest income (before provision for loan losses) in 2010. Total
non-interest income was $4.0 million for 2011, compared with
$3.7 million for 2010.
The Company's balance sheet at Dec. 31, 2013, showed
$171.05 million in total assets, $151.33 million in total
liabilities, and $19.72 million in stockholders' equity.
MONEY CENTERS: Meeting to Form Creditors' Panel on April 3
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 3, 2014, at 10:00 a.m. in
the bankruptcy case of Money Centers of America, Inc. The meeting
will be held at:
J. Caleb Boggs Federal Building
844 King St., Room 5209
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code. A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable. The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.
Money Centers of America, Inc. filed a Chapter 11 petition
(Bankr. D. Del. Case No. 14-10603) on March 21, 2014, in Trenton,
New Jersey. Kevin Scott Mann, Esq., at Cross & Simon, LLC in
Wilmington, in Delaware, serves as counsel to the Debtor. The
Debtor estimated up to $1 million to $10 million in both assets
and liabilities. The petition was signed by Christopher
Wolfington, Chairman & CEO.
MONTREAL MAINE: Objections Filed to Wrongful Death Claimants' Plan
------------------------------------------------------------------
XL Insurance Company Ltd. and Indian Harbor Insurance Company
objects to the disclosure statement dated January 29, 2014,
explaining the proposed Chapter 11 plan proposed by the Unofficial
Committee of Wrongful Death Claimants.
Counsel to XL Insurance, Jeremy Fischer, Esq., of Drummond
Woodsum, in Portland, Maine, informs the Court that the XL
Companies provided insurance to the Debtor under which a total of
C$25 million in indemnity is available to compensate victims of
the Derailment. The policy issued by XL Insurance is applicable
to claims arising from Derailment. As the Trustee described
during the joint hearing, the XL Companies have now reached an
agreement-in-principle with the Trustee (subject, of course, to
court approval) on a mechanism for making those proceeds available
to victims.
Mr. Fischer says that the Trustee is now engaged in discussions
with those who claim a right to coverage under the policies, as
well as with the Official Victims' Committee appointed in this
bankruptcy case, over these issues. The XL Companies are hopeful
that the Trustee will be able to reach agreements to permit the XL
Companies to obtain the necessary releases and pay the agreed
amount into the bankruptcy estates on a fully consensual basis.
At the same time, if the Trustee is unable to reach the necessary
agreements with one or more of those who claim a right to coverage
under the policies, the Trustee and the XL Companies are prepared
to proceed with their settlement over the objections of such third
parties.
According to Mr. Fischer, at this stage in the bankruptcy case,
however, it is clear that the most constructive step would be for
those negotiations to continue and to continue on an expedited
basis. The proposed plan filed by the so-called Unofficial
Committee is as unhelpful to the process as it is unlawful. There
is no reason to burden the estate with the cost, burden, or
distraction associated with soliciting votes on its proposed plan?
which is obviously unconfirmable on its face. The motion to
approve the Disclosure Statement should be denied, Mr. Fischer
submits.
Rail World Also Objects
Edward A. Burkhardt, Rail World, Inc., and Rail World Locomotive
Leasing, LLC, also filed an objection, asserting that the effect
of the Unofficial Committee's insistence to move forward with its
proposed Plan and the Disclosure Statement is to short-circuit and
distract from the productive, on-going discussions toward a cross-
border solution which have been supported by the overwhelming
majority of stakeholders that participated in the February 26,
2014, joint status conference before this Court and the Canadian
Court.
Counsel to Rail World, Patrick C. Maxcy, Esq., of Dentons LLP,
tells the Court that there is strong and building momentum toward
important settlements and a possible plan framework that may
resolve the most difficult and contentious issues in these cross-
border cases. According to Mr. Maxcy, each hour that is diverted
by the stakeholders in this process to deal with the Unofficial
Committee's premature and ill-conceived Plan is an hour that could
be spent on efforts to reach an agreement that would, at the very
least, allow the proceeds of the Policies to be distributed to
victims of the Lac-M'gantic tragedy, let alone provide them
additional funds from other sources.
"Much in the same way that the February 26 joint status conference
accelerated the settlement discussions described by the Trustee
during that conference, appropriate benchmarks can and should be
used to ensure the process moves forward as expeditiously as
possible. A consensual resolution by the many stakeholders in
these cases is far from certain at this stage, and, ultimately, it
may be necessary for the Court to entertain competing plans or
other proposals from the Unofficial Committee and other parties in
interest. But it is far more efficient and productive to proceed
in an organized fashion that provides the greatest opportunity for
a negotiated solution than to entertain the piecemeal approach to
which the Unofficial Committee has subscribed," Mr. Maxcy laments.
Rail World argues that even if the consideration of the Disclosure
Statement were to go forward, the Disclosure Statement should not
be approved. "The Trustee's Objection sets forth in detail
numerous valid and compelling objections to approval of the
Disclosure Statement, any one of which mandates the Court deny its
approval. The Disclosure Statement describes a proposed Plan
which cannot be confirmed for numerous reasons, among them that
the proposed Plan would violate the rights of the Rail World
Parties and other expressly named insureds to receive defense
costs and coverage under the Policies," Mr. Maxcy tells the Court.
Western Petroleum Joins Objection
Western Petroleum Corporation and Petroleum Transport Services,
Inc., join in the Chapter 11 Trustee's objection to the disclosure
statement filed by the so-called Unofficial Committee of Wrongful
Death Claimants and object independently to the Unofficial
Committee's disclosure statement, which was filed in relation to
the Unofficial Committee's proposed chapter 11 plan.
Jay S. Geller, Esq., in Portland, Maine, states that The WFS
entities agree with the other objecting parties that the
Unofficial Committee's plan and disclosure statement are merely a
litigation tactic to further the Unofficial Committee's primary
goal in these proceedings: to prevent the transfer of nineteen
wrongful death actions arising out of the Lac M'gantic derailment
from Illinois courts to the Maine District Court. This is clear
from both the timing of the filing of the plan and disclosure
statement, and the plain language of the plan itself. Actions
such as these hurt the legitimate interests of the many parties
affected by the derailment that are participating constructively
in these coordinated cross-border proceedings.
Mr. Geller submits that the chapter 11 plan proposed by the
Unofficial Committee is ?patently unconfirmable.? Further,
regardless of the unconfirmability of the Unofficial Committee's
plan, interested parties should be given a reasonable opportunity
to pursue a global resolution of the complex, cross-border issues
implicated by the U.S. and Canadian bankruptcy proceedings. The
Court should, therefore, refuse to approve the Unofficial
Committee's disclosure statement, consistent with well settled law
in this area.
Official Committee of Victims Joins Objection
The Official Committee of Victims appointed in the chapter 11 case
of Montreal Maine & Atlantic Railway, Ltd., joins the objection of
the Chapter 11 Trustee to the Disclosure Statement for Chapter 11
Plan dated January 29, 2014, proposed by the Unofficial Committee
of Wrongful Death Claimants.
The Committee joins in and supports the relief sought in the
Trustee Objection. The Plan and Disclosure Statement proposed by
the Unofficial Committee of Wrongful Death Claims are nothing more
than a blatant publicity stunt which could create discord between
this Court and the Canadian Court over the proceeds of the
insurance policies with XL and the priority of distribution with
respect to such proceeds, without any benefit for the victims of
the derailment.
About Montreal Maine
Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business. Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.
Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee. His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq. Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor. Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.
U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case. The Maine law firm of Verrill Dana served as counsel
to MM&A. It now serves as counsel to the Chapter 11 Trustee.
Justice Martin Castonguay oversees the case in Canada.
The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.
The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.
In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor. The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.
MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.
The U.S. Trustee appointed a four-member official committee of
derailment victims. The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.
There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.
After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded. The ad hoc group said it represents 46
victims of the disaster.
On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million. The Bankruptcy Courts in the U.S. and Canada
approved the sale.
The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.
On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75 percent of the $25 million
in available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July. The
other 25 percent would be earmarked for claimants seeking
compensation for property that was damaged when much of the town
burned. Former U.S. Senator George Mitchell, a Democrat who
represented Maine in the U.S. Senate from 1980 to 1995 and who is
now chairman emeritus of law firm DLA Piper LLP, would administer
the plan and lead the effort to wrap up MM&A's Chapter 11
bankruptcy.
MORGAN STANLEY: Fitch Affirms 'BB' Preferred Stock Rating
---------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley's ratings including its
Issuer Default Ratings (IDRs) at 'A/F1', support rating at '1',
support rating floor (SRF) at 'A' and viability rating (VR) at
'a-'. The Rating Outlook is Stable.
The rating actions on Morgan Stanley have been taken in
conjunction with a periodic review of the Global Trading and
Universal Banks, which comprise 12 large and globally active
banking groups. Fitch's outlook for the sector is stable on
balance. Earnings pressure in securities businesses and continued
conduct and regulatory risks present in the GTUBs are offset by
stronger balance sheets as capitalisation and liquidity remain
sound. Fitch forecasts stronger GDP growth in most economies,
which should contribute to a more balanced operating environment,
but the operating environment is likely to remain challenging in
2014.
The rating actions assume that Morgan Stanley will perform
adequately under the CCAR stress test, though Fitch has no
visibility into any potential qualitative rejections for Morgan
Stanley, or any of the other 29 banks subject to regulatory stress
testing. Although a qualitative rejection of a capital plan
request under CCAR would be viewed negatively, it is not expected
to have any rating implications for Morgan Stanley.
Key Rating Drivers - IDRs, Senior Debt, SR And RF
Morgan Stanley's Long- and Short-term IDRs, Support Rating (SR),
Support Rating Floor (SRF) and senior debt ratings reflect Fitch's
expectation that there remains an extremely high probability of
support from the U.S. government ('AAA'/Outlook Stable) if
required, and the Long-term IDR is at its SRF. This expectation
reflects the U.S.'s extremely high ability to support its banks
especially given its strong financial flexibility, though
propensity is becoming less certain.
Specific to Morgan Stanley, our view of support likelihood is
based mostly on its systemic importance in the U.S., its global
interconnectedness given its size and operations in global capital
markets, growing deposit base and its position as a key provider
of financial services to the U.S. economy.
In Fitch's view, there is a clear intention to reduce support for
G-SIFIs in the U.S., as demonstrated by the Dodd Frank Act (DFA)
and progress regulators have made on implementing the Orderly
Liquidation Authority (OLA). The FDIC has proposed its single
point of entry (SPOE) strategy and further initiatives are
demonstrating the U.S. government's progress to eliminate state
support for U.S. banks going forward, which increases the
likelihood of senior debt losses if its banks run afoul of
solvency assessments. Despite the likely removal of support in
the U.S., the Stable Outlook on Morgan Stanley's Long-term IDR
reflects Fitch's view, that Morgan Stanley's fundamental credit
profile is improving and that its viability rating is likely to
improve over the next one to two years. Therefore the upward
momentum in the VR offsets the likely removal of sovereign support
in the U.S. which would result in Morgan Stanley's IDR and VR
being equalized.
Rating Sensitivities - IDRS, SENIOR DEBT, SR AND SRF
The SR and SRF are sensitive to progress made in finalizing the
SPOE strategy and any additional regulatory initiatives that may
be imposed on the G-SIFIs, including debt thresholds at the
holding company. Fitch's assessment of continuing support for
U.S. G-SIFIs has to some extent relied upon the feasibility of OLA
implementation rather than its enactment into law (when DFA
passed). Hurdles that remain include the resolution of how cross-
border derivative acceleration/termination provisions are handled
and that there is sufficient contingent capital at the holding
company to recapitalize without requiring government assistance.
Fitch expects that the SPOE strategy and regulatory action to
ensure sufficient contingent capital will be finalized in the near
term, but regardless of its finalization Fitch believes that
sufficient regulatory progress continues to be made over the
ratings time horizon.
Given the direction of the U.S. government's willingness to
support banks in the future, Fitch expects that Morgan Stanley's
SR will be downgraded to '5' and the SRF will be downgraded to 'No
Floor' within one to two years, likely to be some point in the
late 2014 or in 1H15.
It is unlikely that a revision of Morgan Stanley's SRF to 'No
Floor' will lead to a downgrade of its Long-term IDR despite the
fact that Morgan Stanley's IDR is at its SRF because Fitch expects
that there will be upward momentum in Morgan Stanley's Viability
Rating over the rating over the next one to two years. Therefore,
absent a material adverse change in market conditions or
individual company profile, Morgan Stanley's IDRs are unlikely to
change when the support rating floor is revised to 'No Floor'.
Key Rating Drivers - VR
Morgan Stanley's VR of 'a-' continues to be supported by the
company's solid liquidity position, improved risk management, and
higher-than-average capital position. The VR also reflects Morgan
Stanley's continued execution of its wealth management strategy
based on its 100% ownership of Morgan Stanley Smith Barney
including measured deployment of bank deposits into appropriate
investments in lending products, improving margins and navigation
of evolving regulatory challenges. The upward momentum in the VR
reflects Fitch's expectation that Morgan Stanley will continue to
effectively execute on its Wealth Management strategy, further
reduce risk weighted assets, and improve ROEs to a level at or
above its cost of capital. The VR remains constrained by
wholesale funding risks, challenging industry prospects given the
impact of new regulations and continued global economic
uncertainty.
Overall, Morgan Stanley's performance (excluding legal expenses
and other one-time items) has improved as it continues to benefit
from improved margins in the wealth management platform and
investment banking revenues, which partially offset weaker fixed
income and commodities net revenues. Pre-tax operating margin for
Wealth Management improved to 19% as of Dec. 31, 2013 (excluding a
one-time impairment charge), which is above the company's 2013
margin target of 18%. Fitch believes that if the company can
successfully execute on its strategy to deploy deposits into loans
and securities with higher returns without assuming outsized
risks, then it will be able to achieve a targeted pre-tax margin
of 22% - 25% by 4Q'15 .
Morgan Stanley's earnings are becoming more balanced as the
company continues to expand its wealth management platform. This
reduces the company's comparatively higher reliance on capital
market operations in relationship to many other GTUB s, reflecting
its focus on the institutional securities business. The greater
stability derived from its wealth management platform and the
measured growth of the bank contributes to the positive momentum
in Morgan Stanley's VR. That said, Morgan Stanley's future
earnings will continue to be less diverse than other larger
universal banks.
Morgan Stanley's capital position is relatively strong and
continues to improve. Tier 1 common ratio under Basel III is
estimated to be approximately 10.5% at 4Q'13 (in line with the
average of the U.S. GTUBs). Morgan Stanley reported that as of
Dec. 31, 2013, the supplementary leverage ratio (SLR) for the bank
exceeded the 6% threshold, while the holding company SLR was 4.2%,
below the 5% threshold. Fitch continues to believe that Morgan
Stanley will be able to meet the SLR thresholds prior to the
required timeframe.
Liquidity continues to be maintained at conservative levels, which
is viewed as appropriate given Morgan Stanley's wholesale funding
profile. Unencumbered highly liquid securities and cash was a
solid $202 billion or 24% of total assets as of Dec. 31, 2013.
Morgan Stanley estimated that is Basel III liquidity coverage
ratio remains well in excess of 100%.
Fitch believes that Morgan Stanley is more vulnerable to funding
and rollover risks than a number of GTUB peers as it is primarily
wholesale funded. To reduce wholesale funding risk, Morgan
Stanley has reduced its reliance on unsecured short-term to
minimal levels with no reliance on commercial paper or 2a-7 funds
as of Dec. 31, 2013. Morgan Stanley has a strong governance
policy on secured funding, including maturity targets and limits
set for each tier of collateral. Although deposits are increasing
at the subsidiary bank, they remain a relatively moderate portion
of the overall funding mix.
In February 2014, Morgan Stanley settled it pre-crisis residential
mortgage-backed securities lawsuit for $1.25 billion with the
Federal Home Housing Finance Agency. The settlement had no
ratings impact on Morgan Stanley's ratings. Morgan Stanley's pre-
tax operating income was modestly affected by this settlement.
Rating Sensitivities - IDRs, VR and SENIOR DEBT
Morgan Stanley's viability rating has a higher probability of
being upgraded to 'a' from 'a-' upon further execution of its
Wealth Management strategy, including measured deployment of bank
deposits into appropriate investments in lending products, and
improved returns on equity in excess of cost of capital.
Successful navigation of evolving regulatory challenges including
the Volcker Rule and Basel may also contribute to upward rating
momentum as will maintenance of strong capital and liquidity
levels.
Downward pressure on the VR could be driven by Morgan Stanley's
inability to execute on its Wealth Management strategy, resulting
in sustained operating weakness or returns on equity substantially
below its cost of capital. Additional potential negative drivers
could include an inability to successfully navigate evolving
regulatory requirements such as the Volcker Rule or Basel,
material losses, a significant increase in leverage and risk
weighted assets, reduced capital ratios, deterioration in
liquidity levels or outsized fines, settlements or other charges.
Rating Drivers And Sensitivities - Subordinated Debt & Other
Hybrid Securities
Subordinated debt and other hybrid capital issued by Morgan
Stanley and by various issuing vehicles are all notched down from
Morgan Stanley's VR in accordance with Fitch's assessment of each
instrument's respective nonperformance and relative loss severity
risk profiles. Subordinated debt and other hybrid capital ratings
are primarily sensitive to any change in the VRs of Morgan
Stanley.
Rating Drivers And Sensitivities - Long- And Short-Term Deposit
Ratings
Morgan Stanley's uninsured deposit ratings are rated one notch
higher than the company's IDR and senior unsecured debt because
U.S. uninsured deposits benefit from depositor preference. U.S.
depositor preference gives deposit liabilities superior recovery
prospects in the event of default. However, Morgan Stanley's
uninsured deposits outside of the U.S. do not benefit from rating
uplift because they do not typically benefit from the U.S.
depositor preference unless the deposit is expressly payable at an
office of the bank in the United States. Since Fitch cannot
determine which foreign branch deposits may be dually payable,
they do not get the rating uplift.
The ratings of long and short-term deposits issued by Morgan
Stanley and its subsidiaries are primarily sensitive to any change
in Morgan Stanley's IDR.
Rating Drivers & Sensitivities - Holding Company
Morgan Stanley's IDRs are equalized with those of its operating
companies and banks, reflecting its role as the bank holding
company, which is mandated in the U.S. to act as a source of
strength for its bank subsidiaries, as well as the use of the
holding company to fund subsidiary operations.
Rating Drivers And Sensitivities - Subsidiary & Affiliated
Companies
The IDRs of Morgan Stanley's major rated operating subsidiaries
are equalized with Morgan Stanley's IDR reflecting Fitch's view
that these entities are core to Morgan Stanley's business strategy
and financial profile.
Morgan Stanley is a leading global bank with three business
segments: institutional securities, global wealth management, and
asset management. In September 2008, Morgan Stanley converted to
a bank holding company (BHC) regulated by the Federal Reserve.
Morgan Stanley is currently the sixth largest bank by assets in
the U.S. and designated as a G-SIFI by the Financial Stability
Board.
The following ratings were affirmed:
Morgan Stanley
-- Long-term IDR at 'A' with a Stable Outlook;
-- Long-term senior debt at 'A';
-- Short-term IDR at 'F1';
-- Short-term debt at 'F1';
-- Commercial paper at 'F1';
-- Market linked securities at 'Aemr';
-- VR at 'a-';
-- Subordinated debt at 'BBB+';
-- Preferred stock 'BB';
-- Support at '1';
-- Support floor at 'A'.
Morgan Stanley Bank N.A.
--Long-term IDR at 'A' with a Stable Outlook;
--Long-term Deposits at 'A+';
--Short-term IDR at 'F1';
--Short-term deposits at 'F1';
--Support at '1'.
Morgan Stanley Australia Finance Ltd
--Long-term IDR at 'A' with a Stable Outlook;
--Long-term senior debt at 'A';
--Short-term IDR at 'F1';
--Short-term debt at 'F1'.
Morgan Stanley Canada Ltd
--Short-term IDR at 'F1';
--Short-term debt at 'F1';
--Commercial paper at 'F1'.
Morgan Stanley International Finance SA
--Short-term debt at 'F1'.
Bank Morgan Stanley AG
--Long-term IDR at 'A' with a Stable Outlook;
--Short-term IDR at 'F1';
--Support at '1'.
Morgan Stanley Secured Financing
--Long-term senior debt at 'A';
--Short-term debt at 'F1'.
Morgan Stanley Capital Trust III-VIII
--Preferred stock at 'BB+'.
MORGANS HOTEL: Implements Workforce Reduction
---------------------------------------------
Morgans Hotel Group Co. announced a plan of termination that is
expected to result in a workforce reduction of the Company's
corporate office employees. The Plan is part of the Company's
previously announced corporate strategy to, among other things,
reduce corporate overhead and costs allocated to property owners.
The Plan is the result of the Board of Directors' extensive review
of the Company's operations and cost structure. The Plan will
streamline the Company's general corporate functions and the
Company anticipates achieving annualized savings of approximately
$8 million of corporate expenses and approximately $1.6 million of
expenses allocated to the Company's owned, joint venture and
managed hotels, based on 2013 incurred costs and targeted
compensation levels.
The Plan constitutes a plan of termination under FASB Accounting
Standard Codification 420, Exit or Disposal Cost Obligations. The
Company intends to enter into severance arrangements with the
terminated employees, subject to their execution of separation and
general release agreements. As a result of the Plan, the Company
anticipates recording a charge of approximately $8.6 million in
the first quarter of its 2014 fiscal year related to the cost of
one-time termination benefits of which approximately $2.6 million
is expected to be paid in cash and approximately $2.2 million is
expected to be recognized as non-cash stock compensation expense
relating to the severance, and $3.8 million is expected to be paid
in cash to other terminated employees.
Pursuant to the Plan, on March 10, 2014, Daniel Flannery,
executive vice president, chief operating officer, and Yoav Gery,
executive vice president, chief development officer, were provided
notices of termination of their employment with the Company
effective immediately. Messrs. Flannery's and Gery's departures
from the Company will be treated as terminations without cause
under their employment agreements and they will be entitled to
severance compensation and benefits accordingly.
In connection with the Plan, on March 10, 2014, the Company also
announced the promotion of Joshua Fluhr to executive vice
president and chief operating officer, effective immediately. Mr.
Fluhr, age 42, has served as senior vice president, operations
since September 2011. Before joining the Company, Mr. Fluhr
served at sbe Entertainment Group as vice president, development
and Hotel Openings from May 2011 to September 2011 and as vice
president, Hotel Operations from May 2007 to May 2010. From May
2010 to May 2011, Mr. Fluhr served as Senior Director of
Operations of EDITION Hotels. Prior to May 2007, Mr. Fluhr worked
with Starwood Hotels for five years in a number of different
capacities, including the Director of Brand Operations on the
creation of Aloft Hotels, Director of Operations for W Union
Square and the Director of Six Sigma for W Times Square.
Mr. Fluhr currently receives an annual base salary of $376,134 and
is eligible to receive a discretionary annual cash bonus with a
target amount equal to 50 percent of his base salary. Mr. Fluhr
is also eligible to participate in the Morgans Hotel Group Co.
Amended and Restated 2007 Omnibus Incentive Plan and has a target
annual equity award value of $87,500, subject to the discretion of
the Company. The Company plans to enter into a new employment
agreement with Mr. Fluhr in connection with his promotion.
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.
MOSS FAMILY: Can Use Bank of America's Cash Collateral Thru May 31
------------------------------------------------------------------
The Hon. Harry C. Dees, Jr. of the U.S. Bankruptcy Court for the
Northern District of Indiana authorized Moss Family Limited
Partnership, and Beachwalk, L.P. to use Bank of America's cash
collateral until May 31, 2014.
A further hearing on the cash collateral is scheduled on May 27,
2014, at 1:30 P.M.
Prior to filing for bankruptcy court protection, Moss Family
entered into promissory note dated Oct. 11, 2005, with the Bank's
predecessor, America's Wholesale Lender, relating to a loan in the
original principal amount of $376,000 and a commercial promissory
note from the Debtor in favor of the Bank's predecessor, City
Savings Bank, dated March 10, 2004, in the principal amount of
$432,000. The Bank asserts a lien on a particular real estate
owned by the Debtor which belong to the Debtor by virtue of a real
estate mortgage dated Oct. 11, 2005, and a mortgage dated March
10, 2004, both of which were entered into prepetition. The
collateral that the mortgages are secured by consists of: (i) 221
Childers Lane, Michigan City; and (ii) 325 Childers Lane, Michigan
City. The approximate resale value of the Bank's collateral is
$1.03 million. The Debtor believes the value of the Bank's
mortgage security interest in the collateral is estimated at
$715,000.
As adequate protection for the cash collateral use, the Debtor
will offer a replacement lien on assets to the Bank and each
secured creditor to the full extent of the value of that
creditor's lien at the commencement of the case.
About Moss Family
Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides
over the case. Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors. Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.
MT. GOX: Lawyer Given More Time to Review Affairs
-------------------------------------------------
William Sposato, writing for The Wall Street Journal, reported
that bitcoin exchange Mt. Gox said that a court-appointed attorney
reviewing the affairs of the company after its bankruptcy
protection filing has been given an extension to submit a report
on its future.
In the March 28 statement, the company said the court-appointed
attorney in Tokyo has been given until May 9 to submit the results
of his examination to the Tokyo District Court, which is handling
the case, the report related.
According to the report, company CEO Mark Karpeles said that the
company hoped to recover from the damages caused by the loss of
the coins, one of the biggest scandals to hit the fledgling
bitcoin industry. He also said the company was working with Tokyo
police looking into the loss of the coins.
Some Mt. Gox customers in the U.S. with frozen bitcoin accounts
have filed papers saying that Mr. Karpeles is unfit to lead the
company through the parallel U.S. bankruptcy protection filing
that took place March 9, the report further related.
About Mt. Gox
Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan. The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."
The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.
The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.). The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer. Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas.
The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.
MTW INVESTMENT: Ex-CEO Wolfe Indicted With Fraud, Hiding Assets
---------------------------------------------------------------
The Associated Press reported that a federal grand jury has
indicted William Marshall Wolfe, the former CEO of MTW Investment
Financing LLC, a defunct securities firm in Pearl, Miss., with
bankruptcy fraud and concealment of assets.
AP said prosecutors allege Mr. Wolfe operated a number of smaller
firms under the MTW umbrella that sought investors' money under
the guise of putting it toward rehabilitating real estate
properties. The indictment alleges he companies were in bad
financial shape and unbeknownst to investors Mr. Wolfe "drained
the companies of millions of dollars within a short period of
time." According to the AP, the prosecutors said that, while in
the course of filing for Chapter 11 bankruptcy, Mr. Wolfe
fraudulently transferred property from one of his companies,
Steadivest LLC, to another, Investline/TFS Fund LLC.
NATIONSTAR MORTGAGE: S&P Affirms B+ ICR & Revises Outlook to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B+' long-term issuer credit rating on Nationstar Mortgage LLC and
revised the outlook to negative from stable.
"The negative outlook reflects the deterioration in the company's
earnings leverage on a trailing-12-months basis," said Standard &
Poor's credit analyst Stephen Lynch. Nationstar's adjusted EBITDA
was negative in fourth-quarter 2013. "Earnings suffered from a
contraction in origination revenue and higher expenses, in
addition to a number of one-time restructuring and selling
expenses," said Mr. Lynch. Profits from origination declined as
rising interest rates led to higher funding costs and lower
refinancing volume. Gains on the sale of mortgage loans dropped
to $25.6 million in the fourth quarter from $206 million in the
third quarter. As a result of the decline in earnings,
Nationstar's debt to adjusted EBITDA has temporarily increased to
6.8x, a level we consider weak for a 'B+' rating. Furthermore,
Nationstar's 2x interest coverage ratio is also weak and a
negative rating factor.
S&P's ratings on Nationstar reflect the firm's rising leverage,
weakening interest coverage, financial sponsor ownership, and
regulatory and operational risks arising from its rapid growth.
The company's low credit risk and recurring cash flows from a
large mortgage servicing rights portfolio are strengths to the
rating.
S&P's negative outlook on Nationstar reflects the company's
increased leverage stemming from higher debt and recent earnings
volatility. Although S&P expects the firm's leverage levels to
decrease over 2014 as recently added servicing portfolios provide
earnings support, it anticipates market conditions for both
servicing and originations to remain challenging.
S&P will likely lower its rating on Nationstar if the company's
recently added portfolios are unable to provide enough earnings to
support its debt obligations. For instance, S&P could lower its
rating on Nationstar if the company is unable to reduce its
leverage to near its historical levels of below 4x (measured as
debt to adjusted EBITDA) on a sustained basis, if the company is
unable to raise its debt service coverage ratio (DSCR) above 4x
over the next year, or if the firm's metrics continue to worsen.
S&P could revise the outlook to stable if the company's leverage
and DSCR begin to approach historical levels on a sustained basis.
An upgrade is not likely over the next one to two years because of
the company's rapid growth, financial sponsor ownership, and
substantial debt burden. Over time, S&P could raise the rating if
the company slows its rate of growth, meaningfully reduces its
leverage, and increases its DSCR without altering the long-term
prospects of its fundamental business model.
NAVISTAR INTERNATIONAL: Stockholders Elect 9 Directors
------------------------------------------------------
Navistar International Corporation held its annual meeting of
Stockholders on March 10, 2014, at which the stockholders:
(1) elected Troy A. Clarke, John D. Correnti, Michael N.
Hammes, Vincent J. Intrieri, James H. Keyes, General
(Retired) Stanley A. McChrystal, Samuel J. Merksamer,
Mark H. Rachesky, and Michael F. Sirignano to the Board of
Directors to serve a one-year term expiring at the 2015
Annual Meeting of Stockholders and until their successors
are duly elected and qualified;
(2) approved the ratification of the appointment of KPMG LLP as
the Company's independent registered public accounting firm
for the fiscal year ending Oct. 31, 2014;
(3) approved a non-binding advisory vote on executive
compensation; and
(4) approved a stockholder proposal submitted by GAMCO Asset
Management, Inc., requesting that the Board of Directors of
the Company redeem the rights issued pursuant to the Rights
Agreement, dated June 19, 2012, unless the holders of a
majority of the outstanding shares of common stock approve
the issuance at a meeting of the stockholders held as soon
as practical.
The remaining director who did not stand for election at the
Annual Meeting and whose term of office as a director continued
after that meeting is Dennis D. Williams. Mr. Williams fills a
seat that is appointed by the United Automobiles, Aerospace and
Agricultural Implement Workers of America and is not elected by
stockholders. His term of office continues until his removal by
the UAW.
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013, a net
loss attributable to the Company of $3.01 billion for the year
ended Oct. 31, 2012.
The Company's balance sheet at Oct. 31, 2013, showed $8.31 billion
in total assets, $11.91 billion in total liabilities and a $3.60
billion total stockholders' deficit.
* * *
In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR). The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.
As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'. "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.
As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings. The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.
NAVISTAR INTERNATIONAL: Rachesky Stake at 16.1% as of March 10
--------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that as of March 10, 2014, they beneficially owned
13,084,857 shares of common stock of Navistar International
Corporation representing 16.1 percent of the shares outstanding.
The reporting persons previously owned 12,006,878 shares at
July 14, 2013. A copy of the regulatory filing is available for
free at http://is.gd/9w0XTN
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013, a net
loss attributable to the Company of $3.01 billion for the year
ended Oct. 31, 2012.
The Company's balance sheet at Oct. 31, 2013, showed $8.31 billion
in total assets, $11.91 billion in total liabilities and a $3.60
billion total stockholders' deficit.
* * *
In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR). The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.
As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'. "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.
As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings. The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.
NEONODE INC: Signs Employment Agreement with CEO
------------------------------------------------
Neonode Inc. entered into an employment agreement with Thomas
Eriksson, Neonode's chief executive officer. Under his Employment
Agreement, Mr. Eriksson is entitled to receive a monthly salary,
payable in Swedish Krona, of 150,000 SEK (approximately
US$23,500). Mr. Eriksson's Employment Agreement also provides
that, within the discretion of the Compensation Committee of the
Board of Directors of Neonode, he is eligible to receive an annual
bonus up to 1,000,000 SEK (approximately US$156,500) and
participate in Neonode's bonus and stock option programs. In
addition, Mr. Eriksson is eligible to receive health care,
pension, and other employee benefits in accordance with his
Employment Agreement.
A copy of the Employment Agreement is available for free at:
http://is.gd/a9O1xD
About Neonode Inc.
Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.
The Company incurred a net loss of $9.28 million in 2012, a net
loss of $17.14 million in 2011 and a $31.62 million net loss in
2010. As of Sept. 30, 2013, the Company had $13.38 million in
total assets, $4.80 million in total liabilities and $8.58 million
total stockholders' equity.
NELSON EDUCATION: Moody's Lowers Corporate Family Rating to Caa3
----------------------------------------------------------------
Moody's Investors Service downgraded Nelson Education Ltd.'s
corporate family rating ("CFR") to Caa3 from Caa2, probability of
default rating to Caa3-PD from Caa2-PD, first lien term loan
rating to Caa1 from B3, and second lien term loan rating to Ca
from Caa3. The ratings outlook remains negative.
"The ratings downgrade recognizes that Nelson is unlikely to
successfully refinance its $291 million term loan B due in July
2014 at par given its high leverage (adjusted Debt/EBITDA above
11x) and the secular revenue decline in the book publishing
industry," says Peter Adu, Moody's lead analyst for Nelson.
Ratings Downgraded:
Corporate Family Rating, to Caa3 from Caa2
Probability of Default Rating, to Caa3-PD from Caa2-PD
$291 million First Lien Term Loan due July 2014, to Caa1 (LGD2,
28%) from B3 (LGD2, 29%)
$163 million Second Lien Term Loan due July 2015, to Ca (LGD5,
80%) from Caa3 (LGD5, 81%)
Outlook:
Remains Negative
Ratings Rationale
Nelson's Caa3 CFR reflects elevated near term default risk and an
unsustainable capital structure as leverage (adjusted Debt/EBITDA)
exceeds 11x. Ongoing curriculum spending delays in the K-through-
12 education market and digital competition have led to declining
revenue, EBITDA and free cash flow. As a result, Nelson's
leverage has risen to a level that will impair its ability to
refinance $291 million of term loan that mature in July 2014. The
rating considers a distressed exchange as the most likely outcome
in the near term. Nelson's rating takes into account the company's
position as one of the leading publishers of educational texts in
the Canadian higher education and K-through-12 markets, together
with solid relationships with educational institutions, provincial
education ministries and various content providers which create
substantial barriers to entry. The rating also reflects the
company's ability to generate positive free cash flow despite
challenging circumstances.
Despite having cash of $42 million and annual free cash flow above
$20 million, Moody's considers Nelson's liquidity to be inadequate
since it will not have the resources to repay its $291 million
first lien term loan that comes due in July 2014 (Moody's assume
refinance opportunities are non-existent in assessing liquidity).
In addition, the company has no revolving credit facility which
leaves it without an external liquidity safety net.
The negative outlook reflects Moody's expectation of a distressed
exchange as the first maturity date of the term debts approaches
in July, 2014.
A downgrade will occur in the near term if the company is unable
to refinance its debt at par. A ratings upgrade would be
considered if Nelson completes the refinance of its term loans and
Moody's believes liquidity would be adequate.
The principal methodology used in this rating was the Global
Publishing Industry published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.
Nelson Education Ltd. publishes college and K-through-12 textbooks
and reference materials for the Canadian educational market. The
company is owned by funds managed by Apax Partners and OMERS
Capital Partners and is headquartered in Toronto, Ontario, Canada.
OHCMC-OSWEGO: Sec. 341 Creditors Meeting Continued Sine Die
-----------------------------------------------------------
OHCMC-OSWEGO, LLC, notified the U.S. Bankruptcy Court for the
Northern District of Illinois that the meeting of creditors under
11 U.S.C. Sec. 341 in its case has been continued to a later date
to be set.
The meeting is continued from March 20, 2014, which was held at
3:00 p.m. at 219 South Dearborn, Office of the U.S. Trustee, 8th
Floor, Room 802, Chicago, Illinois.
About OHCMC-Oswego, LLC
Naperville, Illinois-based OHCMC-Oswego, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ill. Case No. 14-05349) in
Chicago on Feb. 19, 2014, with plans to sell its assets. Camille
O. Hoffmann signed the petition as president of managing and sole
member. The Debtor disclosed $92,268 plus an unknown amount in
assets and $56,782,127 in liabilities. Freeborn & Peters LLP
serves as the Debtor's counsel. The Hon. Carol A. Doyle presides
over the case.
The Debtor is an Illinois limited liability company that was
formed on July 12, 2005 to, inter alia, acquire, develop and sell
a series of real estate developments. The Debtor is wholly owned
by Oliver-Hoffman Corporation. The Debtor's principal place of
business is located at 3108 S. Rt. 59, Ste. 124-373, Naperville,
Illinois.
OHCMC-OSWEGO: Files Schedules of Assets and Liabilities
-------------------------------------------------------
OHCMC-Oswego, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Illinois its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property Unknown
B. Personal Property $92,268
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $22,925,129
E. Creditors Holding
Unsecured Priority
Claims $31,790
F. Creditors Holding
Unsecured Non-Priority
Claims $33,825,208
----------- -----------
Total $92,268 $56,782,127
A copy of the schedules is available for free at:
http://bankrupt.com/misc/OHCMC-OSWEGOLLC_sal.pdf
About OHCMC-Oswego, LLC
Naperville, Illinois-based OHCMC-Oswego, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ill. Case No. 14-05349) in
Chicago on Feb. 19, 2014, with plans to sell its assets. Camille
O. Hoffmann signed the petition as president of managing and sole
member. The Debtor estimated assets and debts of at least $10
million. Freeborn & Peters LLP serves as the Debtor's counsel.
The Hon. Carol A. Doyle presides over the case.
The Debtor is an Illinois limited liability company that was
formed on July 12, 2005 to, inter alia, acquire, develop and sell
a series of real estate developments. The Debtor is wholly owned
by Oliver-Hoffman Corporation. The Debtor's principal place of
business is located at 3108 S. Rt. 59, Ste. 124-373, Naperville,
Illinois.
OHCMC-OSWEGO: Has Until June 19 to File Chapter 11 Plan
-------------------------------------------------------
The Bankruptcy Court directed OHCMC-OSWEGO LLC to file a Chapter
11 Plan and explanatory Disclosure Statement by June 19, 2014.
A status hearing will be held on June 26, at 10:30 a.m. at 219
South Dearborn, Courtroom 742, in Chicago, Illinois.
Naperville, Illinois-based OHCMC-Oswego, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ill. Case No. 14-05349) in
Chicago on Feb. 19, 2014, with plans to sell its assets. Camille
O. Hoffmann signed the petition as president of managing and sole
member. The Debtor disclosed $92,268 plus an unknown amount in
assets and $56,782,127 in liabilities. Freeborn & Peters LLP
serves as the Debtor's counsel. The Hon. Carol A. Doyle presides
over the case.
The Debtor is an Illinois limited liability company that was
formed on July 12, 2005 to, inter alia, acquire, develop and sell
a series of real estate developments. The Debtor is wholly owned
by Oliver-Hoffman Corporation. The Debtor's principal place of
business is located at 3108 S. Rt. 59, Ste. 124-373, Naperville,
Illinois.
OHCMC-OSWEGO LLC: Files Amended List of Unsecured Creditors
-----------------------------------------------------------
OHCMC-Oswego, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Illinois amended list of its 20 largest
unsecured claims, disclosing:
Creditor Nature of Claim Amount of Claim
-------- --------------- ---------------
Oliver-Hoffmann Corporation Loan $30,905,594
c/o Camille O. Hoffmann,
Regd Agent
7 S. 251 Olesen Drive
Naperville, IL 60540
PNC Bank, N.A. Judgment $11,548,318
Crowley & Lamb P.C.
Attn: Crowley & Major
221 N LaSalle, Suite 1550
Chicago, IL 60601
BMO Harris Bank, N.A. Loan $11,376,810
Chapman & Cutler LLP
Attn: Audley & Lavarda
111 West Monroe Street
Chicago, IL 60603
OHCMC, LLC Loan $2,905,311
7 South 251 Olesen Lane
Naperville, IL 60540
Kendall County Treasurer Real Estate Taxes $31,789
DCWGPC & B, Ltd. Legal fees $12,216
Michael D. Steffes Services Rendered $1,609
Schoppe Design Associates, Inc. Services Rendered $477
Edward Reagan, receiver Receivership Services Unknown
OHCMC, LLC was added to the list of unsecured creditors.
As reported in the Troubled Company Reporter on Feb. 24, 2014, the
Debtor listed eight largest unsecured creditors, namely, (i)
Oliver-Hoffmann Corporation; (ii) PNC Bank, N.A.; (iii) BMO Harris
Bank, N.A.; (iv) Kendall County Treasurer; (v) DCWGPC & B, Ltd.;
(vi) Michael D. Steffes; (vii) Schoppe Design Associates, Inc.;
and (viii) Edward Reagan, receiver.
About OHCMC-Oswego, LLC
Naperville, Illinois-based OHCMC-Oswego, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ill. Case No. 14-05349) in
Chicago on Feb. 19, 2014, with plans to sell its assets. Camille
O. Hoffmann signed the petition as president of managing and sole
member. The Debtor disclosed $92,268 plus an unknown amount in
assets and $56,782,127 in liabilities. Freeborn & Peters LLP
serves as the Debtor's counsel. The Hon. Carol A. Doyle presides
over the case.
The Debtor is an Illinois limited liability company that was
formed on July 12, 2005 to, inter alia, acquire, develop and sell
a series of real estate developments. The Debtor is wholly owned
by Oliver-Hoffman Corporation. The Debtor's principal place of
business is located at 3108 S. Rt. 59, Ste. 124-373, Naperville,
Illinois.
OMNICARE INC: Moody's Affirms Ba3 CFR & Changes Outlook to Neg.
---------------------------------------------------------------
Moody's Investors Service changed Omnicare, Inc.'s rating outlook
to negative from stable and lowered its speculative grade
liquidity rating to SGL-4 from SGL-1. Moody's concurrently
affirmed all of Omnicare's other ratings, including its Ba3
Corporate Family Rating and Ba3-PD Probability of Default Rating.
These actions are primarily due to the company's weakened
liquidity position, stemming from the conversion threshold being
met for over $800 million of its convertibles bonds, the par value
which must be settled in cash if converted.
Omnicare, Inc.
Speculative Grade Liquidity Rating -- downgraded to SGL-4 from
SGL-1
Ratings affirmed:
Corporate Family Rating at Ba3
Probability of Default Rating at Ba3-PD
$425 million Senior Unsecured Term Loan A at Baa3/(LGD2, 11%)
$300 million Senior Unsecured Revolver at Baa3/(LGD2, 11%)
Senior Subordinated Notes at Ba3 (LGD 4, 52%)
Convertible Senior Subordinate Notes at Ba3 (LGD 4, 52%)
Convertible Senior Debentures at B2 (LGD 5, 85%)
Omnicare Capital Trust II
Backed PIERS Trust Preferreds at B2 /(LGD 6, 94%)
Omnicare Capital Trust I
Backed PIERS Trust Preferreds at B2 (LGD 6, 94%)
The speculative liquidity grade rating of SGL-4 denotes weak
liquidity, reflecting the refunding risk associated with the
company's various convertible bonds. Although these bonds do not
mature until 2025, 2033 and 2042, Omnicare's stock price has
exceeded its exercise price for roughly $819 million in total
principal amount of these bonds based on the price of the
company's common stock over the applicable measuring period. This
has resulted from a substantial stock price appreciation of more
than 50% over the past year. Per the bond indentures, investors
can now effectively put these "in-the-money" bonds back the
company at their discretion. Should investors choose to do so, the
conversion needs to be settled in cash for the principal portion
and in additional shares for the amount above the principal. The
SGL-4 speculative-grade liquidity rating and negative rating
outlook reflect Moody's concern that the company does not have
adequate liquidity to fully fund the redemption of all of these
in-the-money convertible bonds should they be required to do so.
As of December 31, 2013, the company had approximately $642
million in total liquidity, including cash and revolver
availability. Moody's notes that the historical level of
conversion has been modest (including approximately $38 million in
the fourth quarter of 2013). Moody's further recognizes that it is
possible that many holders will not seek conversion of these bonds
until nearer to maturity, or that stock price changes could result
in the bonds no longer being immediately convertible. Regardless,
given the uncertainty of the exact timing and amount of potential
conversion, Omnicare does not currently have sufficient liquidity
to meet the conversion request and cannot assume that it will have
undisrupted access to the capital market to fund any liquidity
shortfall.
The negative rating outlook reflects Moody's concern regarding
Omnicare's liquidity, and the possibility of a rating downgrade
should the liquidity concern not be alleviated in the near term.
Moody's also cautions that the company will need to balance its
financial policy, which has become more shareholder friendly in
the past year in terms of share buybacks and dividends, with the
liquidity needs potentially arising from bond conversions.
"However, the affirmation of CFR of Ba3 and other long term
ratings reflects our view that the company's operating performance
will likely improve modestly over the next year, leading to
gradual improvement in credit metrics absent refunding risks,"
commented John Zhao, a Vice President and Senior Analyst at
Moody's. "We will also be monitoring how management addresses its
liquidity needs in the near term."
Rating Rationale
Omnicare's Ba3 Corporate Family Rating reflects its moderately
high financial leverage and risks associated with ongoing
reimbursement challenges. Although Omnicare is large relative to
other Ba3 rated companies based on revenues and has a leading
national position in this niche market, the company still contends
with competitive pressures, largely from local market players.
Operating challenges, including reduced skilled nursing facility
occupancy levels and script volume are likely to continue.
Providing some offset, Omnicare's focus on its specialty business
and recent recovery in bed count should help improve its top line
and profitability. Moody's expects leverage to decline slightly
but remain moderately high as free cash flow will likely be
allocated toward share buybacks and acquisitions. Over the outlook
period, Moody's is not anticipating any large acquisitions that
would require debt financing given that most industry players are
much smaller than Omnicare. However the conversion of a material
amount of Convertible Debt could require Omnicare to tap the
capital markets, and could be a strain on liquidity. Healthcare
reform legislation and reimbursement challenges facing both
Omnicare and its customers -- including health plans and nursing
homes -- are key risks for the long term care pharmacy sector.
Negative rating pressure would rise if liquidity weakens such as
there is increasing concern in addressing debt maturity from
convertible bonds. The ratings could be downgraded if there are
material negative reimbursement changes or if the company engages
in large debt financed acquisitions. Retained cash flow to debt
that is below the low to mid teens level, or debt/EBITDA sustained
above 3.75 times could result in a downgrade.
The ratings could be upgraded if Omnicare demonstrates a
conservative approach to growth, sustains improved bed retention
rates, grows profitability, and reduces its exposure to government
payors. Retained cash flow to debt approaching 20% and debt/EBITDA
sustained below 2.5 times could help support an upgrade.
Omnicare, Inc. (OCR), headquartered in Cincinnati, Ohio, is the
leading provider of institutional pharmacy services to the long
term care sector (LTC), mainly serving skilled nursing facilities
(SNFs) and assisted living facilities. The company also has a
specialty pharmacy business which provides specialty pharmacy and
commercialization services for the biopharmaceutical industry.
During the twelve months ended December 31, 2013, OCR's revenues
approximated $6.0 billion.
The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
PAULS LIQUORS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pauls Liquors Operating, Inc.
513 Eastern Ave
Capitol Heights, MD 20743
Case No.: 14-14740
Chapter 11 Petition Date: March 27, 2014
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Hon. Paul Mannes
Debtor's Counsel: Angela Lee, Esq.
WEON G KIM LAW OFFICE
8200 Greensboro Drive #900
McLean, VA 22102
Tel: 571-278-3728
Fax: 703-462-5459
Email: anglee0425@gmail.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Sung Yu, president and sole
shareholder.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
PBJT935927 2008: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: PBJT935927 2008 Investments LLC
3700 Wilshire Bl Ste 520
Attn J Mortenson
Los Angeles, CA 90010
Case No.: 14-15791
Chapter 11 Petition Date: March 27, 2014
Court: United States Bankruptcy Court
Central District Of California (Los Angeles)
Judge: Hon. Julia W. Brand
Debtor's Counsel: David G Epstein, Esq.
THE DAVID EPSTEIN LAW FIRM
POB 4858
Laguna Beach, CA 92652-4858
Tel: 949-715-1500
Fax: 949-715-2570
Email: david@epsteinlitigation.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John D. Thomas, manager.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
PETE & MAC'S: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Pete & Mac's Las Colinas, L.L.C.
1255 W. Baseline Road
Mesa, AZ 85202
Case No.: 14-04352
Chapter 11 Petition Date: March 27, 2014
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Eileen W. Hollowell
Debtor's Counsel: Carolyn J. Johnsen, Esq.
JENNINGS STROUSS & SALMON PLC
One E Washington St #1900
Phoenix, AZ 85004-2554
Tel: 602-262-5911
Fax: 602-495-2696
Email: cjjohnsen@jsslaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Gonzales, chief executive
officer, Reorganized Pet Resorts, Inc.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
PETTERS COMPANY: Four Cases Reassigned to Judge Schiltz
-------------------------------------------------------
The U.S. District Court for the District of Minnesota has
reassigned to Patrick J. Schiltz, the U.S. District Judge, these
cases:
1. Opportunity Finance, LLC, et al., Case No. 13-CV-3614;
2. Elistone Fund, Case No. 13-CV-3615;
3. DZ Bank AG Deutsche Zentralgenossenschaftsbank, Frankfurt
AM Main, Case No. 13-CV-3616; and
4. Epsilon Global Active Value Fund I-B Ltd., et al., Case No.
13-CV-3618.
Douglas A. Kelley, the Chapter 11 trustee for Petters Company
Inc., et al. has said Judge Schiltz was assigned with case
involving WestLB AG, Case No. 13-CV-3611, and the four cases were
assigned to other U.S. District Judges of the District namely: (i)
Susan Richard Nelson; (ii) Joan N. Ericksen; and (iii) Donovan W.
Frank.
About Petters Company, Inc.
Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products. It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets. Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory). Founder and chairman Tom Petters formed the company
in 1988.
Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.
Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.
Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its
petition, Petters Company estimated its debts at $500 million and
$1 billion. Parent Petters Group Worldwide estimated its debts at
not more than $50,000.
Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al. The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.
PETTERS COMPANY: Rassers NV Okayed as Ch.11 Trustee's Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Douglas A. Kelley, the Chapter 11 trustee for the bankruptcy cases
of Petters Company Inc., et al., to employ Rassers NV as his
counsel.
Rassers NV will advise the trustee with respect to Dutch Law,
legal strategies and to represent the Trustee with respect to any
claims of the Bankruptcy Estates against individuals or entities
in The Netherlands, including any resulting litigation, and
related matters.
Rassers NV will be paid at these hourly rates:
John Velenturf, partner EUR 345
Nicole van den Heuvel, senior associate EUR 345
Associate EUR 200
Paralegal EUR 160
Rassers NV will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Kelley requests that applications for the approval and
allowance of compensation and reimbursement expenses of Rassers NV
be heard on periodic intervals in these cases and that he be
authorized to pay invoices from Rassers NV with available funds,
subject to holdback of 20% of the invoiced fees as provided in
Instruction 9 of the Court's published instructions for filing a
Chapter 11 case.
John Velenturf, partner of Rassers NV, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
About Petters Company, Inc.
Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products. It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets. Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory). Founder and chairman Tom Petters formed the company
in 1988.
Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.
Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.
Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its
petition, Petters Company estimated its debts at $500 million and
$1 billion. Parent Petters Group Worldwide estimated its debts at
not more than $50,000.
Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al. The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.
PLUG POWER: Closes $22.4 Million Registered Offering
----------------------------------------------------
Plug Power Inc. completed its previously announced underwritten
registered offering of 3,902,440 shares of its common stock. The
shares were sold at a price to the public of $5.74 per share for
gross proceeds of approximately $22.4 million. The shares were
placed with a single investor.
Cowen and Company, LLC, acted as the sole underwriter for the
offering.
Net proceeds, after underwriting discounts and commissions and
other estimated fees and expenses payable by Plug Power were
approximately $21.5 million.
Plug Power intends to use the net proceeds of the offering for
working capital and other general corporate purposes, including
capital expenditures.
The securities were offered by Plug Power Inc. pursuant to a shelf
registration statement on Form S-3 (No. 333-173268) including a
base prospectus, previously filed and declared effective by the
U.S. Securities and Exchange Commission, as well as an additional
registration statement on Form S-3 filed with the SEC on March 6,
2014, pursuant to Rule 462(b) of the Securities Act of 1933, as
amended. A final prospectus supplement related to the offering
was filed with the SEC on March 6, 2014, and is available on the
SEC's Web site located at www.sec.gov. Electronic copies of the
final prospectus supplement also may be obtained from Cowen and
Company, LLC (c/o Broadridge Financial Services, 1155 Long Island
Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, Phone:
631-274-2806, Fax: 631-254-7140).
About Plug Power
Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.
KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.
As of Sept. 30, 2013, the Company had $40.03 million in total
assets, $35.36 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock, and $2.21 million
in total stockholders' equity.
Bankruptcy Warning
"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products. Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in its
quarterly report for the period ended Sept. 30, 2013.
PMC MARKETING: Trustee Can Proceed With Suit v. Creative Medical
----------------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied Creative Medical
Corporation's Second Motion to Dismiss the avoidance action filed
by Noreen Wiscovitch Rentas, the Chapter 7 Trustee of PMC
Marketing Corp.
The Motion to Dismiss hinges on the question of whether the
Chapter 7 Trustee's sine die continuation of a Section 341 meeting
can meet the closure requirements in time as mandated by the 11
U.S.C. Sec. 546 statute of limitations. The Defendant argues that
the Trustee did not meet the Section 546 statute of limitations
requirements because the Trustee never closed the case and thus is
barred by the two-year statute of limitations. The Defendant
contends that because the Trustee did not file an avoidance or
obtain an extension of time on or before March 18, 2011, the
Trustee's power to file an avoidance or obtain an extension is
barred by the Section 546 statute of limitations.
According to Judge Tester, "This Court has previously addressed
this question in In re PMC Mktg. Corp., 482 B.R. 74
(Bankr.D.P.R.2012). In PMC Mktg. Corp., the arguments centered on
the question of whether a meeting continued sine die can be deemed
closed if another meeting is never convened. In that Opinion,
this Court answered the above question in the affirmative. This
Court found that the case law in the First Circuit had uniformly
concluded that a chapter 7 trustee may not hold the meeting open
indefinitely or sine die as such a continuance would unduly
prolong the time to object to the debtor's claimed exemptions. In
re Newman, 428 B.R. 257 (1st Cir. BAP 2010). See also In re
Cushing, 401 B.R. 528 (1st Cir. BAP 2009). The date and time of
the adjourned meeting must be specified in the meeting minutes.
Otherwise, the meeting will be deemed closed. In re Ramon, 2012 WL
1344353, at *2 (Bkrtcy.D.Puerto Rico April 17, 2012)."
"Accordingly, because the Trustee in this instant case did not
hold or specify a subsequent meeting in her last meeting of the
creditors, Defendant's argument has no merit and as such the
Trustee's avoidance power is not barred by the Section 546 statute
of limitations."
A copy of Judge Tester's March 26, 2014 Opinion and Order is
available at http://is.gd/GprJ2Xfrom Leagle.com.
The case is styled as, NOREEN WISCOVITCH RENTAS CHAPTER 7 TRUSTEE
Plaintiff, v. CREATIVE MEDICAL CORP., Defendants, Adv. Proc. No.
12-00151 (Bankr. D. P.R.).
PMC Marketing Corp. filed a voluntary Chapter 11 bankruptcy
petition on March 18, 2009 (Bankr. D. P.R., Case No. 09-02048).
The case was converted into a Chapter 7 proceeding on May 19,
2010. On May 20, 2010, Noreen Wiscovitch-Rentas was appointed the
Chapter 7 Trustee.
PONCE DE LEON: Gets Approval to Continue to Use Cash Collateral
---------------------------------------------------------------
U.S. Bankruptcy Judge Enrique Lamoutte signed a bridge order
amending his earlier order that authorized Ponce De Leon 1403,
Inc. to use the cash collateral of PRLP 2011 Holdings LLC.
The bridge order authorizes Ponce de Leon to use the lender's cash
collateral only for the operating expenses provided for in its
budget pending a final hearing.
The funds retained by Ponce de Leon from the three sales but which
PRLP has not allowed the disbursement of such funds to The Consejo
de Titulares del Condominio Metro Plaza Tower (HOA) will be used
for the payment of the HOA as allocated in the budget.
As adequate protection, PRLP was granted an interest in the amount
of cash collateral used and a replacement lien on the same type of
post-petition property of the estate against which it held liens.
Any replacement liens granted to PRLP "shall enjoy the same
priority, validity and enforceability as PRLP's prepetition
liens," according to the bridge order.
Ponce De Leon filed a motion on Feb. 6, requesting the court to
grant the amendment of its prior budget and provide payment for
the allowed expenses for operations by reinstating the 70%/30%
distribution allocation, which was previously approved by the
court.
On Feb. 27, PRLP filed an objection, arguing the motion is
partially moot because three of the sales contemplated in the
motion have already been closed and the parties have already
agreed upon the release percentage rate. The lender also said it
doesn't consent to the use of its cash collateral beyond the
amounts currently in Ponce de Leon's possession, and that a
permanent adjustment of the release percentage to 70% does not
constitute adequate protection.
On March 5, Ponce de Leon filed a reply to the objection. The
company argued that the issue as to the three sales is not moot
because it did not agree to the closing of the units unless it
could retain the amounts to pay HOA's debt. Ponce de Leon also
argued that it needs to retain more than 13% of each sale to be
able to have sufficient funds to cover its operational expenses
and pay the HOA fees.
Judge Lamoutte will hold a hearing on April 1 to consider the
motion.
About Ponce De Leon
San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico. The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space. Each tower houses 87 residential units. The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease. The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.
Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011. The Debtor estimated
both assets and debts of between US$10 million and US$50 million.
Carmen Conde Torres, Esq., and Luisa S. Valle Castro, at C. Conde
& Assoc., in Old San Juan, Puerto Rico, represent the Debtor as
counsel.
The confirmation of the Plan of Reorganization dated April 13,
2012, is scheduled for April 1, 2014. The Debtor won approval of
the explanatory Disclosure Statement on June 25, 2012. The Debtor
amended the Plan on Jan. 25, 2013. Under the Plan, the Debtor
will generate revenue by selling all of the remaining residential
units and selling or leasing commercial spaces in the Metro Plaza
Towers Projected including the public parking spaces.
PONCE DE LEON: Asks Court to Determine Value of PRLP Collateral
---------------------------------------------------------------
Ponce De Leon 1403, Inc. asked U.S. Bankruptcy Judge Enrique
Lamoutte to consider the valuation of the collateral of its lender
at a hearing scheduled for April 1.
The company is planning to surrender all of its properties that
serve as collateral for the $50 million loan extended by PRLP
Holdings, LLC after they failed to reach a settlement necessary
for the confirmation of its proposed restructuring plan.
Ponce De Leon said it wants to proceed with the confirmation of
its restructuring plan under "Scenario B" of the plan,
surrendering all the properties that constitute the lender's
collateral.
The company believes the market value of the collateral exceeds
the amount of its debt. As of March 14, Ponce de Leon owes the
lender more than $6.1 million, plus $197,507 in attorney's fees.
About Ponce De Leon
San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico. The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space. Each tower houses 87 residential units. The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease. The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.
Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011. The Debtor estimated
both assets and debts of between US$10 million and US$50 million.
Carmen Conde Torres, Esq., and Luisa S. Valle Castro, at C. Conde
& Assoc., in Old San Juan, Puerto Rico, represent the Debtor as
counsel.
The confirmation of the Plan of Reorganization dated April 13,
2012, is scheduled for April 1, 2014. The Debtor won approval of
the explanatory Disclosure Statement on June 25, 2012. The Debtor
amended the Plan on Jan. 25, 2013. Under the Plan, the Debtor
will generate revenue by selling all of the remaining residential
units and selling or leasing commercial spaces in the Metro Plaza
Towers Projected including the public parking spaces.
PULSE ELECTRONICS: Incurs $7.1 Million Net Loss in 4th Quarter
--------------------------------------------------------------
Pulse Electronics Corporation reported a net loss of $7.08 million
on $87.77 million of net sales for the three months ended Dec. 27,
2013, as compared with a net loss of $12.37 million on $90.41
million of net sales for the three months ended Dec. 28, 2012.
For the year ended Dec. 27, 2013, the Company incurred a net loss
of $27.02 million on $355.67 million of net sales as compared with
a net loss of $32.09 million on $373.16 million of net sales for
the year ended Dec. 28, 2012.
As of Dec. 27, 2013, the Company had $188.83 million in total
assets, $242.39 million in total liabilities and a $53.55 million
total deficit.
The company had $26.9 million of cash and cash equivalents at
Dec. 27, 2013, compared with $31.5 million at Dec. 28, 2012.
"Despite a continuing muted demand environment, our operating
performance for both revenue and non-GAAP operating profit were
within guidance again this quarter," said Pulse chairman and chief
executive officer Ralph Faison. "Our results for this quarter
topped off a year in which we made considerable strides in
improved business performance despite declining overall revenue
levels consistent with overall industry performance. Our gross
profit margin increased to 23.0 percent compared to 19.9 percent
in 2012. We reduced operating expenses, particularly on a run-
rate basis at the end of the year, and, as a result, increased our
full-year non-GAAP operating profit from $1.4 million in 2012 to
$9.6 million in 2013. Perhaps most importantly, we increased our
full-year EBITDA by 86 percent to $17.0 million.
"With the completion of our recently announced convertible bond
exchange transactions, continued growth in EBITDA is the key
objective for Pulse in 2014," added Mr. Faison. "We will maintain
our focus on manufacturing cost reductions and aggressively
pursuing operating expense savings. I believe Pulse is in an
excellent position to deliver further profit and EBITDA growth to
fund our growth objectives and strengthen our balance sheet."
A copy of the press release is available for free at:
http://is.gd/2xEnhS
About Pulse Electronics
San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group. As of Dec. 28, 2012, Pulse had
$188 million in total assets.
As reported by the TCR on Juy 8, 2013, the Company dismissed
KPMG LLP as its independent registered public accounting
firm. Grant Thornton LLP was hired as replacement.
QUALITY DISTRIBUTION: Incurs $42 Million Net Loss in 2013
---------------------------------------------------------
Quality Distribution, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $42.03 million on $929.81 million of total operating
revenues for the year ended Dec. 31, 2013, as compared with net
income of $50.07 million on $842.11 million of total operating
revenues in 2012.
The Company's balance sheet at Dec.31, 2013, showed $427.24
million in total assets, $483.50 million in total liabilities and
a $56.25 million total shareholders' deficit.
Bankruptcy Warning
The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $383.3 million as of
Dec. 31, 2013. The Company must make regular payments under the
ABL Facility, including the $17.5 million senior secured term loan
facility that was fully funded on July 15, 2013, and the Company's
capital leases and semi-annual interest payments under its 2018
Notes.
"The ABL Facility matures August 2016. Obligations under the Term
Loan mature on June 14, 2016 or the earlier date on which the ABL
Facility terminates. The maturity date of the ABL Facility,
including the Term Loan, may be accelerated if we default on our
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," the Company said in the Annual Report.
A copy of the Form 10-K is available for free at:
http://is.gd/Ks2pSk
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.
* * *
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.
QUANTUM FOODS: Gets Final OK to Pay Up to $3MM for Vendor Claims
----------------------------------------------------------------
Quantum Foods, LLC received final approval from the U.S.
Bankruptcy Court for the District of Delaware to pay the claims of
its key suppliers.
The final order signed by Judge Kevin Carey authorized the company
to set aside $3 million to pay the claims.
Any supplier that accepts payment is deemed to have agreed to the
terms of the final order and have waived, to the extent paid, its
pre-bankruptcy claims against the company.
About Quantum Foods
Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.
Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.
The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.
Quantum Foods is being advised in its restructuring by Winston &
Strawn, City Capital Advisors, LLC and FTI Consulting, Inc.
Young, Conaway, Stargatt & Taylor, LLP, is the local counsel.
City Capital Advisors is the investment banker. BMC Group is the
claims and notice agent.
RENAISSANCE LEARNING: Moody's Assigns 'B3' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned Renaissance Learning, Inc. a B3
Corporate Family Rating and B3-PD Probability of Default Rating.
Concurrently, Moody's assigned a B1 rating to the company's
proposed $40 million first lien revolver and $475 million first
lien term loan, and a Caa2 rating to the proposed $230 million
second lien term loan. The outlook is stable.
Proceeds from the proposed credit facilities, along with
approximately $448 million equity contribution, will be used to
fund the acquisition of Renaissance by Hellman & Friedman LLC and
its affiliates ("H&F") for $1.1 billion, refinance the company's
existing debt, and pay related fees and expenses.
"The acquisition by H&F increases already high financial leverage
for the company," said Adam McLaren, Moody's Lead Analyst for
Renaissance Learning. "However, the company's products have a
strong competitive position leading to our expectation for high
levels of recurring revenue and continued order growth."
The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):
Corporate Family Rating, assigned B3;
Probability of Default Rating, assigned B3-PD;
$40 million senior secured first lien revolving credit facility,
due 5 years, assigned B1 (LGD3, 33%);
$475 million senior secured first lien term loan, due 7 years,
assigned B1 (LGD3, 33%);
$230 million senior secured second lien term loan, due 8 years,
assigned Caa2 (LGD5, 87%).
The outlook is stable.
Upon the close of the transaction, Moody's will withdraw the
ratings of the predecessor company, Renaissance Learning, Inc.
(Old), including the B2 Corporate Family Rating.
Ratings Rationale
Renaissance's B3 Corporate Family Rating reflects the company's
small size and high debt leverage, with balance sheet debt over 4
times revenue. The rating also considers the company's relative
lack of product diversity and reliance on a single product -
Accelerated Reader - for a substantial portion of its revenue, as
well as competition from large scale well-capitalized companies.
Notwithstanding these risks, the rating predominantly derives
support from Renaissance's recent track record of a substantial
improvement in operating performance and our expectation that the
company will reduce its leverage from the close of the
transaction. Moody's expects Debt to EBITDA (excluding the effects
of deferred revenue) to decline towards 7 times over the next 12
to 18 months as deferred revenue is recognized in income. The
rating benefits from the company's improving EBITDA margins as
well as the favorable free cash flow characteristics of its
business model with high levels of recurring revenue and low
capital expenditures. Positive ratings consideration is also given
to the company's brand recognition and level of school penetration
in the market for educational practice and assessment software,
large base of active school customers, material and growing
proportion of recurring subscription-based revenue, and
demonstrated ability to grow orders despite weak macroeconomic
conditions and associated pressures on school budgets.
The stable outlook reflects our expectation for continued growth
in orders and deferred revenue that will be recognized over the
coming year and reduce Renaissance's elevated leverage level. The
stable outlook also considers the company's good liquidity
profile, supported by positive free cash flow generation and
revolver availability.
The ratings could be downgraded if weakening order trends or
increased competition results in debt to EBITDA (Moody's adjusted
and excluding the effect of deferred revenue) to be sustained over
7.5 times and EBITDA less capital expenditures to interest expense
below 1.5 times. The ratings could also be downgraded if free cash
flow weakens or if the company pursues shareholder friendly
initiatives.
While a rating upgrade is unlikely in the near term given the high
absolute debt level and financial leverage, the ratings could be
upgraded if Renaissance sustains debt to EBITDA below 6.0 times
(Moody's adjusted and excluding the effect of deferred revenues),
EBITDA less capex coverage of interest expense (Moody's adjusted
and excluding the effect of deferred revenues) above 2.0 times,
and free cash flow to debt in the high single digits as a
percentage of adjusted debt.
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.
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. Revenue for the year ended
December 31, 2013 was approximately $161 million (adjusting for
the write-off of deferred revenue).
RIVERHOUNDS EVENT: Professional Soccer Club Files Chapter 11
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Pittsburgh Riverhounds professional soccer team
and the owner of the Highmark Stadium where the team plays home
games filed petitions for Chapter 11 reorganization on March 26.
The stadium owner, Riverhounds Event Center LP, listed assets of
less than $10 million and debt exceeding $10 million, the report
said, citing a court filing in Pittsburgh. For Riverhounds
Acquisition Group LP, the team's owner, assets are less than $1
million and debt exceeds $1 million, the report added.
The report noted that both the team and the stadium owner owe $1.5
million to First National Bank of Pennsylvania. They also owe
$7.1 million on a second-lien debt urban redevelopment loan.
The cases are In re Riverhounds Event Center LP, 14-bk-21180, and
In re Riverhounds Acquisition Group LP, 14-bk-21181, U.S.
Bankruptcy Court, Western District Pennsylvania (Pittsburgh).
SAN JOAQUIN HILLS: Fitch Affirms BB Rating on $200MM Rev. Bonds
---------------------------------------------------------------
Fitch Ratings has affirmed the underlying 'BB' rating on the San
Joaquin Hills Transportation Corridor Agency (SJHTCA, or the
agency), California's outstanding bonds as follows:
-- $220 million senior lien toll road revenue bonds, series 1993;
-- Insured portion of the toll road refunding revenue bonds,
series 1997A;
-- Uninsured portion of the toll road refunding revenue bonds,
series 1997A.
The Rating Outlook is Stable for all bonds.
Key Rating Drivers
-- Improving Traffic but Still Considerably Below Forecast: The
15-mile limited access highway serves as a congestion reliever in
Orange and Riverside Counties. Actual traffic performance (25
million transactions in fiscal 2013) is just 50% of the agency's
original projections, largely due to optimistic projections.
Continuing improvement in Orange County's economy as evidenced by
a lower unemployment rate and recovering housing prices should
contribute to further traffic stability. Revenue Risk (Volume):
Midrange
-- Limited Pricing Power: Management is required to use traffic
and revenue consultants to determine maximum revenue scenario with
minimal traffic diversion. The cash toll rate per mile of $0.40
on the mainline is one of the highest relative to peers and may
limit the agency's ability to further increase tolls if necessary.
Revenue Risk (Price): Weaker
-- Back-Loaded Debt with Refinance Risk: The 2011 debt
restructuring provides the agency flexibility over the next 10
years to manage the unpredictable pace of traffic and revenue
growth; however, it creates a debt service cliff in fiscal 2025
when it increases by 90%. Under conservative growth scenarios, a
refinancing may be challenging. Debt Structure: Weaker
-- Infrastructure Development and Renewal: Caltrans owns and
maintains the road itself, with SJHTCA covering administrative and
toll related expenses. Near-term projects on San Joaquin total
$3.4 million for a strategic and policy planning study comprising
implementation of electronic tolling. Infrastructure Development &
Renewal: Stronger
-- Weak Financial Profile: Project leverage remains high at 17x
based on net debt-to-cash flow available for debt service. With
historical low rates of growth and frequent inflationary toll
increases, projections indicate SJHTCA is expected to maintain
coverage levels at or above 1.0x through fiscal 2024 at which
point a refinancing may be required absent stronger than expected
performance. Fitch's Base Case scenario indicates project life
coverage ratios in the 1.49x range, which could support a future
debt restructuring to create long-term stability. The agency's
various reserves totaling nearly $374 million in fiscal 2013
provide considerable financial flexibility up to that decision-
point.
Rating Sensitivities
-- Revenue growth over the next decade of less than a 5%
compounded annual growth rate (CAGR) from a combination of
traffic or toll rate increases, resulting in lower debt
service coverage ratios (DSCRs) than Fitch's Base Case;
-- Changes in management and the board's historical stance
towards timely toll rate increases to maximize revenues;
-- Sustained improvement in performance that results in 1.3x
DSCR, reducing reliance on a future restructuring.
Security
The bonds are secured by a net pledge of toll revenue collected at
the mainline and ramp toll plazas and a portion of development
impact fees (DIF) assessed in the corridor. SJHTCA is authorized
to retain $2.5 million of the DIF annually to be used for
planning, environmental, and construction purposes.
Credit Update
The agency has increased toll rates 13 times since fiscal 1997
resulting in toll revenues (excluding fees and fines) of
approximately $100 million in fiscal 2013 (ended June 30), up 8.1%
over fiscal 2012. Recent performance is positive with traffic and
revenue up 6.3% and up 17%, respectively, for year-to-date fiscal
2014 (July 2013 to February 2014).
Debt service coverage for fiscal 2013 was 1.12x. Management does
not anticipate drawing from the toll stabilization fund in fiscal
2014, primarily due to the toll increase. DSCR for the year was
budgeted at 1.10x.
In 2010, Fitch noted the near-term financial challenges the SJHTCA
would face given the 16% increase in debt service obligations in
fiscal 2012 and similar increases every three to four years until
fiscal 2033. The 2011 debt restructuring has lowered the
obligations by an average of 30% in each of fiscal years 2012 to
2024. As a result, in Fitch's Base Case, debt service coverage is
expected to be at least 1.0x through fiscal 2024. Traffic is
projected to grow, but only moderately at a 0.64% compound annual
growth rate (CAGR) through fiscal 2042 while revenue grows at a
CAGR of more than 4% over the same period. Draws on internal
liquidity begin in fiscal 2025 when debt service rises 90% over
the year prior. Under Fitch's Base Case, which assumes lower
traffic and revenue CAGRs of 0.5% and more than 3%, respectively,
larger liquidity draws are required to meet debt service
obligations and, should a refinance not occur, all of the agency's
reserves would be depleted by fiscal 2030.
SOUTHERN ONE: Final Decree Issued Closing Reorganization Case
-------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas on March 7 entered a final order closing
the Chapter 11 case of Southern One Twenty One Investments, Ltd.
The Court directed the Debtor to timely pay all quarterly fees due
to the U.S. Trustee after entry of the final decree.
As reported in the Troubled Company Reporter on March 12, 2014,
Gerald P. Urbach, Esq., at Hiersche, Hayward, Drakeley & Urbach,
P.C., on behalf of the Debtor submitted a post-confirmation
report, stating that on Nov. 27, 2013, the Court confirmed the
Debtor's Modified Second Amended Plan of Reorganization. The Plan
became effective on Nov. 29, 2013. Notice of the Effective Date
and entry of the confirmation order was served on all parties-in-
interest on Dec. 3, 2013.
Mr. Urbach related the Plan has been substantially consummated and
the administration of the Chapter 11 estate of Debtor is complete.
All fees payable to the Clerk of the Bankruptcy Court and to the
U.S. Trustee have been or will be made, and any remaining payment
of Debtor's final quarterly payment will be paid when due.
The Debtor filed its Second Amended Plan of Reorganization on
Oct. 20, 2013. Under the Plan, Class 1 MetroBank secured claim
changed its initial rejecting vote, after filing of the Plan, to a
vote to accept the Plan. Class 2 Norman and Fawn Payson Secured
Claim voted to accept the Plan. Class 3 Jimmy Y. An Secured Claim
voted to accept the Plan. Class 4 Collin County Priority Tax
Claim did not vote. Class 5 General Unsecured Claims voted to
overwhelmingly accept the Plan. Class 6 Other Unsecured Claims
did not vote. Class 7 Current Partnership Interests did not vote.
The Debtor disclosed the identity and affiliations of the
individuals who will serve, after confirmation of the Plan, as the
general partner of the Debtor (i.e. Peter Ng is the President of
the general partner of the Debtor). The Reorganized Debtor will
retain the name "Southern One Twenty One Investments, Ltd.," but
may do business under any name the Reorganized Debtor deems
advisable or which is necessary or appropriate and allowable by
law. Southern 121 Investments GP, Inc. will remain as the general
partner of the Reorganized Debtor.
A copy of the Plan Confirmation Order is available for free at:
http://bankrupt.com/misc/Southern_One_Plan_Order.pdf
About Southern One
Southern One Twenty One Investments, Ltd., filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 12-43311) in Sherman, Texas,
on Dec. 3, 2012. Nicole L. Hay, Esq., Jason M. Katz, Esq., and
Gerald P. Urbach, Esq., at Hiersche Hayward Drakeley & Urbach
P.C., in Addison, Texas, serve as counsel to the Debtor. The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), estimated assets and liabilities of at least $10
million.
The Dallas-based company said in a filing that its principal asset
comprises almost 81 acres near Highway 121 and Chelsea Boulevard
in Allen, Texas. The property is close to a shopping mall.
STACY ALLEN: Advanced Telecom Allowed $2.4MM Claim
--------------------------------------------------
Bankruptcy Judge Gloria M. Burns said Advanced Telecommunication
Network, Inc. possesses a claim in the amount of $2,399,805.39
against debtor Stacy Allen. The Court denied Ms. Allen's
objection to ATN's proof of claim. A copy of the Court's March
26, 2014 Memorandum Opinion is available at http://is.gd/n3MlUm
from Leagle.com.
On June 26, 2013, ATN filed a proof of claim against Ms. Allen in
the amount of $4,300,000. In support of its claim, ATN attached a
one-page explanation consisting of four bullet points.
* In 2010, the United States Bankruptcy Court for the
Middle District of Florida avoided a transfer in the
amount of $6 million from ATN to Debtor's husband,
Daniel Allen. (Bankr. M.D. Fla. Case No.
6:03-ap-00122-KSJ.)
* On July 9, 2010, ATN filed a Verified Complaint in the
United States Bankruptcy Court for the Middle District
of Florida, Case Number 6:10-ap-00177-KSJ. The Verified
Complaint alleges various claims against the Debtor,
including claims for subsequent transferee liability
under Section 550 of the Bankruptcy Code.
* Subsequent to the actions described in the Verified
Complaint, ATN learned that the Debtor received over
$2 million in transfers from an offshore trust in the
Cook Islands over the span of approximately seven years.
The funds constituting such transfers were derived from
the funds at issue in the Verified Complaint, thus giving
rise to subsequent transferee liability under Section 550
of the Bankruptcy Code.
* Interest began to accrue on or about June 1999 until the
date of judgment, according to applicable state and
federal law.
Thomas D. Bielli, Esq., David M. Klauder, Esq., Ryan M. Ernst,
Esq., and Daniel P. Murray, Esq., at O'Kelly Ernst & Bielli, LLC
Wilmington, DE, represent the Debtor.
Frank A. Santini, Esq., and Jason H. Baruch, Esq., at Trenam
Kemker, in St. Petersburg, FL, argue for ATN.
Stacy M. Allen filed a Chapter 11 petition (Bankr. D.N.J. Case No.
13-14348) on March 1, 2013. She scheduled total assets in the
amount of $812,822.66, liabilities in the amount of $42,405.52,
potential tax liabilities from the IRS and State of New Jersey
Division of Taxation, and contingent, unliquidated and disputed
claims of Advanced Telecommunication Network, Inc. with an amount
listed as "unknown."
SUPREME MANUFACTURING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Supreme Manufacturing Company, Inc.
5 Connerty Court
East Brunswick, NJ 08816
Case No.: 14-15876
Chapter 11 Petition Date: March 27, 2014
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Christine M. Gravelle
Debtor's Counsel: Stephen B. Ravin, Esq.
SAUL EWING LLP
One Riverfront Plaza
1037 Raymond Boulevard, Suite 1520
Newark, NJ 07102
Tel: 973-286-6714
Fax: 973-286-6814
Email: sravin@saul.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Clifford Krause, president.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
TARGETED MEDICAL: Dr. T. Wenkart Joins Board of Directors
---------------------------------------------------------
Dr. Thomas Wenkart, chief executive and chairman at Macquarie
Health Corporation, has joined Targeted Medical Pharma, Inc.'s
board of directors.
A nationally respected expert in healthcare, medical and hospital
administration in Australia, Dr. Wenkart established Macquarie
Health Corporation in Sydney, Australia in 1976. His organization
owns and operates eleven private hospitals in Australia, and is
one of the nation's leading providers of healthcare services.
Dr. Wenkart is a graduate of the Sydney University School of
Medicine. In 1976, he established the Health Care Research
Institute and the Wenkart Foundation which supports the Arts and
Health Sciences with the credo of "community benefits in the
shortest possible time." In 2007 the Wenkart Foundation
established the Wenkart Chair of the Endothelium at Sydney
University and the Centenary Institute. Dr. Wenkart has a unique
understanding and interest in, medical computing, electronic
health records, biomedical technology, and videodermoscopy
systems. In 2003, he acquired Derma Medical Systems in Austria.
"We are very pleased to have Dr. Wenkart join our company. He
brings a great deal of healthcare and business experience to our
board," said Dr. William Shell, chief executive officer and chief
science officer at Targeted Medical Phrma. "His expertise in
operations and management systems will help the continued growth
and execution of strategic initiatives of our company in the
United States and abroad."
About Targeted Medical
Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.
Targeted Medical disclosed a comprehensive loss of $9.58 million
on $7.29 million of total revenue for the year ended Dec. 31,
2012, as compared with a comprehensive loss of $4.18 million on
$8.81 million of total revenue during the prior year.
The Company's balance sheet at Sept. 30, 2013, showed $4.93
million in total assets, $14.02 million in total liabilities, all
current, and a $9.09 million total stockholders' deficit.
EFP Rotenberg, LLP, in Rochester, 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 losses for the year ended Dec. 31, 2012,
totaling $9,586,182 as well as accumulated deficit amounting to
$13,684,789. Further the Company does not have adequate cash and
cash equivalents as of Dec. 31, 2012, to cover projected operating
costs for the next 12 months. As a result, the Company is
dependent upon further financing, related party loans, development
of revenue streams with shorter collection times and accelerating
collections on the Company's physician managed and hybrid revenue
streams.
TLO LLC: Wants to Pay Ver Ploeg Firm on Contingency Fee Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on March 31, 2014, at 1:00 p.m., to
consider TLO LLC's motion to amend the order dated July 1, 2013,
authorizing the employment of Ver Ploeg & Lumpkin, P.A., as
special counsel in insurance litigation.
The Debtor, in its March 20 application, said that it is the
beneficiary of a $40 million key man life insurance policy on its
founder, Hank Asher, who passed away in January 2013. The policy
proceeds have not yet been paid and represent a significant asset
of the bankruptcy estate.
The Debtor proposes that the terms of employment of the firm be on
a contingency fee basis going forward from March 3, 2014. The
Court has previously approved the employment on a general hourly
basis.
The Debtor proposes this fee arrangement:
a. the fee will be on a contingency basis of 18% of any
recovery in the contract case;
b. the fee will be on a contingency basis of 20% if an
appeal is taken in the contract case;
c. if any bad faith damages are awarded, the fee will be 40%;
d. in addition, the Debtor will pay all costs of the
litigation pursuant to the term of the contingency fee
agreement.
As of the date of the modification of the fee agreement, the
Debtor said it has been billed $258,000 in fees. The amount of
$113,000 has been paid to Ver Poleg until January 2014.
About TLO LLC
TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton. The petition was signed by
E. Desiree Asher as CEO.
Judge Paul G. Hyman, Jr., presides over the case. Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel. Bayshore Partners, LLC is the Debtor's
investment banker. Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.
Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.
The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims. The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year. There is $4.6 million secured by
computer equipment.
As reported in the Troubled Company Reporter on March 13, 2014,
Judge Paul G. Hyman has approved the disclosure statement
explaining TLO, LLC's Amended Plan of Liquidation. The Plan,
filed March 7, projects that $18 million will be available for
equity interest holders, assuming that the secured claim of Hank
Asher, the Debtor's deceased founder, will be allowed in full. The
Plan proposes that $16.5 million is used for full payment of
unsecured creditors.
TROTTER DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Trotter Development Group LLC
4165 Millersville Road
Indianapolis, IN 46205
Case No.: 14-02569
Chapter 11 Petition Date: March 27, 2014
Court: United States Bankruptcy Court
Southern District of Indiana (Indianapolis)
Judge: Hon. Robyn L. Moberly
Debtor's Counsel: Eric C Redman, Esq.
REDMAN LUDWIG PC
151 N Delaware St Ste 1106
Indianapolis, IN 46204
Tel: 317-685-2426
Email: ksmith@redmanludwig.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by James H. Trotter, president and CEO.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/insb14-2569.pdf
TURBO TRAC USA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Turbo Trac USA, Inc.
6170 Research Rd., Box 203
Frisco, TX 75033
Case No.: 14-40665
Chapter 11 Petition Date: March 27, 2014
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Debtor's Counsel: Joshua Shepherd, Esq.
CURTIS CASTILLO PC
901 Main Street, Suite 6515
Dallas, TX 75202
Tel: 214-752-2222
Fax: 214-752-0709
Email: jshepherd@curtislaw.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Blake Sellers, chief restructuring
officer.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
TUSCANY INT'L: Asset Purchase Agreement Negotiations Ongoing
------------------------------------------------------------
Tuscany International Drilling Inc. on March 27 disclosed, further
to its press release dated February 2, 2014, that the Company is
continuing to negotiate an asset purchase agreement by and between
the Company, as seller, a newly formed entity that will be
controlled by certain of the Company's senior secured pre-petition
and/or debtor in possession lenders, as buyer ("Newco") and Credit
Suisse AG, Cayman Islands Branch, as administrative agent
regarding an acquisition by Newco of all or substantially all of
the assets of the Company, including its ownership interests in
certain of its subsidiaries. The Stalking Horse Agreement will be
subject to approval by the United States Bankruptcy Court for the
District of Delaware and will provide Newco with the option, at
its sole discretion, of paying all or a portion of the purchase
price under the Stalking Horse Agreement by way of a credit bid of
the senior secured pre-petition and/or debtor in possession
obligations owed by the Company.
In order to continue the Company's ordinary course operations
during the restructuring and in furtherance of the sale process,
various orders were entered by the US Court under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware in respect of the Company and
Tuscany International Holdings (U.S.A.) Ltd. on March 21, 2014.
The relief granted included an order authorizing Tuscany to retain
GMP Securities, LLC as its investment banker and to implement
bidding and marketing procedures in order to seek higher and
better offers for all or a portion of Tuscany's assets than the
offer contemplated by in the Stalking Horse Agreement. The Bid
Procedures allow for bidders to submit bids for all or any portion
of the assets or equity of the Company and its subsidiaries and
provide that initial bids must be received on or before 5:00 p.m.
(Eastern Standard Time) on April 25, 2014. In the event that the
Company receives a Qualified Bid (as such term is defined in the
Bid Procedures), the Company will proceed with an auction at
10:00 a.m. (Eastern Standard Time) on May 2, 2014 in accordance
with the terms of the Bid Procedures. Further, under certain
circumstances more fully set forth in the Bid Procedures, the bid
deadline and auction date may be extended by 21 days in the event
that, by April 25, 2014, the Company receives one or more letters
of intent or other non-binding proposals which, individually or in
the aggregate, contemplate transactions for a purchase price
exceeding the outstanding preparation and postpetition claims of
the Company's secured lender. Tuscany urges any party interested
in bidding on all or a portion of its assets or equity interests
to contact its investment banker (GMP) as soon as possible at the
address set forth below.
Copies of the Bid Procedures and all of the orders granted in the
Chapter 11 Proceedings in respect of Tuscany are available online
at: http://cases.primeclerk.com/tuscany/
Tuscany also has received and intends to continue to seek
recognition of the various orders that are granted under
Chapter 11 of the US Code in the Companies' Creditors Arrangement
Act proceedings that were commenced in respect of Tuscany on
February 4, 2014.
The Chapter 11 Proceedings and CCAA Proceedings were commenced to
implement a restructuring of the Company's debt obligations and
capital structure through a plan of reorganization under the US
Code, as previously announced in the press release dated
February 2, 2014. Other than Tuscany USA, none of the Company's
other subsidiaries are parties to the Chapter 11 Proceedings or
the CCAA Proceedings. The operations of the Company and all of
its subsidiaries are intended to continue as usual and obligations
to employees and suppliers during the restructuring process are
expected to be met in the ordinary course.
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 also commenced 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 Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.
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.
The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.
The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.
An Official Committee of Equity Security Holders has been
appointed in the case. The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.
UTSTARCOM INC: Shah Capital Increases Equity Stake to 26%
---------------------------------------------------------
UTStarcom entered into a share subscription agreement with Shah
Capital Opportunity Fund LP on March 11, 2014. The transaction
was consummated on the same date.
Pursuant to the Subscription Agreement, Shah Capital subscribed
for and purchased 2,000,000 shares of common stock, with par value
US$0.00375 per share, from the Company for a price of $2.67 per
share. This price represents 1.3 percent premium to the 30-day
weighted average of the Company's common stock price as of
March 10, 2014.
Following the close of the transaction, Shah Capital's beneficial
ownership in the Company increased from 21.9 percent to 26.0
percent. The purchase was made on top of the recent increase of
ownership that occurred in January 2013, at which time Shah
Capital increased its holdings from 17.2 percent.
By increasing its beneficial ownership in the Company through the
transaction, Shah Capital has reiterated its confidence that the
Company's ongoing turnaround strategy will produce continued
growth and improved performance.
About UTStarcom, Inc.
UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support. The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world. UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks. The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.
For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $6.67 million. UTStarcom Holdings reported a net loss
of $35.57 million in 2012, net income of $11.77 million in 2011
and a net loss of $65.29 million in 2010.
The Company's balance sheet at Sept. 30, 2013, showed $390.64
million in total assets, $217.32 million in total liabilities and
$173.31 million in total equity.
VISTEON CORP: CEO Focuses on Growth
-----------------------------------
Christopher C. Williams, writing for The Wall Street Journal,
reported that Tim Leuliette has Visteon in the fast lane.
According to the report, since Mr. Leuliette, 64, jumped into the
driver's seat as CEO in August 2012, shares of the auto supplier
have doubled, to around $86, on improving quarterly results.
They could rise to $100 in the next 12 months as profits continue
to climb and Visteon sells its underperforming auto-interiors
business, the report said.
Visteon, based in Van Buren Township, Mich., was founded by Ford
and spun out of the auto maker in 2000, the report related. It
filed for bankruptcy protection in May 2009 but exited bankruptcy
court 16 months later.
Mr. Leuliette and his team moved quickly to simplify the company,
selling less-profitable operations such as lighting to focus on
climate control and electronics, businesses with better growth
prospects, the report further related.
Mr. Leuliette also is steering Visteon toward emerging markets,
particularly in Asia, where auto production is expected to grow by
6.5% this year, according to LMC Automotive U.S., an automotive-
industry forecasting firm, the report added. The projected growth
rate in North America is only 3%.
About Visteon Corp
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers. The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany. It has facilities
in 27 countries and employs roughly 35,500 people. The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.
Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818). Judge Christopher S. Sontchi oversees the
Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represented the Debtors in their restructuring
effort. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, served as the Debtors'
local counsel. The Debtors' investment banker and financial
advisor were Rothschild Inc. The Debtors' notice, claims, and
solicitation agent was Kurtzman Carson Consultants LLC. The
Debtors' restructuring advisor was Alvarez & Marsal North America,
LLC.
The Bankruptcy Court entered an order on Aug. 31, 2010, confirming
the Fifth Amended Plan of Reorganization of Visteon Corporation
and its debtor-affiliates. Visteon emerged from Chapter 11 on
Oct. 1.
* * *
The Troubled Company Reporter, on March 27, 2014, reported that
Moody's Investors Service assigned a B1 rating to Visteon's
proposed $800 senior secured bank credit facility. In a related
action Moody's affirmed the B1 Corporate Family Rating, B1-PD
Probability of Default Rating and the company's existing debt
ratings. Visteon's Speculative Grade Liquidity Rating was affirmed
at SGL-3. The rating outlook remains stable.
The TCR, on the same day, also reported that Standard & Poor's
Ratings Services said that it assigned 'BB-' issue ratings to Van
Buren Township, Mich.-based global auto supplier Visteon's
proposed senior secured debt comprising a $600 million term loan B
maturing 2021 and a new five-year $200 million revolving credit
facility. The recovery rating is '2', which indicates S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the events of a payment default or bankruptcy. The term loan
issuance, along with some cash from balance sheet, will repay the
remaining $400 million 6.75% Senior Notes (rated 'B+', with a '3'
recovery rating) due 2019 and finance the acquisition of JCI
Electronics.
WILLIAM LYON: Moody's Rates New $150MM Unsecured Notes 'B3'
-----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the $150 million
of new five-year senior unsecured notes of William Lyon Homes,
Inc., proceeds of which will be used, together with cash on hand,
to finance the purchase 541 infill lots spread across eight
projects in Orange, Los Angeles, and Santa Clara counties in
California. In the same rating action, Moody's affirmed all of the
company's existing ratings, including its B3 corporate family
rating, B3-PD probability of default rating, B3 rating on its
existing senior unsecured notes, and SGL-3 speculative grade
liquidity rating. The rating outlook remains stable.
The following rating actions were taken:
B3 (LGD4, 54%) assigned to the new $150 million of senior
unsecured notes due 2019;
B3 corporate family rating affirmed
B3-PD probability of default rating affirmed
B3 (LGD4, 54%) rating on existing $425 million of senior unsecured
notes due 2020 affirmed
SGL-3 speculative grade liquidity rating affirmed
Stable outlook.
Ratings Rationale
The B3 corporate family rating reflects the company's small size
and scale despite its rapid growth during 2013, limited diversity,
regional concentration, and our expectation that cash flow from
operations will remain negative in 2014. Counterbalancing these
risk factors, Moody's note that William Lyon Homes has very solid
momentum and strong market shares, reputation, and land positions,
especially in its key California markets. While pro forma adjusted
debt leverage is a bit stretched at 58%, Moody's expect it to
gradually trend down over the next two years.
The SGL-3 speculative grade liquidity assessment reflects the
company's adequate liquidity, supported by a pro forma cash
balance of about $144 million at December 31, 2013, approximately
$96 million available under its senior unsecured revolving credit
facility due 2016 (net of its approximately $4 million of
outstanding letters of credit), and a lack of significant debt
maturities until 2020. At the same time, negative cash flow
generation and financial maintenance covenants in the company's
revolving credit facility, including debt leverage, tangible net
worth, and interest coverage or liquidity tests, constrain its
liquidity position.
The stable outlook reflects Moody's expectation that most of
William Lyon Homes' credit metrics will continue to improve
consistently.
Increased size, scale, and diversity, healthy top line growth,
growing net income generation, GAAP gross margins above 20%, and
maintenance of adjusted debt leverage in the low 50% range along
with sufficient liquidity may lead to a positive rating action.
Net worth deterioration or adjusted debt leverage rising
sustainably above 60%, significant negative cash flow generation,
or a weakening in liquidity could pressure the ratings.
The principal methodology used in this rating was the Global
Homebuilding Industry published in March 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.
Established in 1956 and headquartered in Newport Beach,
California, William Lyon Homes, Inc. designs, builds, and sells
single family detached and attached homes in California, Arizona.
Nevada, and Colorado (the latter under the Village Homes brand).
Consolidated revenue and pretax income for the year end December
31, 2013 were approximately $573 million and $53 million,
respectively.
WORLD AIRWAYS: Halts Operations, Lays Off 325 Employees
-------------------------------------------------------
World Airways on March 27 disclosed that the Company operated its
last flight on Wednesday, March 26. World Airways was founded in
1948 and operated cargo and passenger charter flights using B747-
400 and MD-11 aircraft. The U.S. Military was their primary
customer.
Global Aviation Holdings and many of its subsidiaries, including
World Airways, began restructuring November 12, 2013. World
Airways has been in the marketplace for some months seeking
funding to help it restructure in chapter 11 bankruptcy, and has
been unable to secure that financing. On March 25, World Airways'
first lien holder declared World in default on its loan and
stopped providing the airline funding. World Airways has started
the process of winding down its operations. On March 27, the
company laid-off 325 employees, including 109 pilots and 146
flight attendants.
Eric Bergesen, World Airways' Chief Operating Officer, said, "The
battle to save World has been difficult. A lot of people have
worked hard to try to save our airline. Despite this regrettable
outcome, I sincerely thank each of our employees for their
dedication and continued support as we attempted to build a future
for the Company."
North American Airlines will continue operations with plans to
emerge from bankruptcy in the near future. North American was
founded in 1989 and operates passenger charter flights using B767-
300ER aircraft.
Headquartered in Peach City, Georgia, World Airways --
http://www.worldairways.com-- provides nonscheduled
transportation services for passenger and cargo carriers,
international freight forwarders, the US military, and
international leisure tour operators. Its fleet consists of more
than 20 wide-body MD-11 aircraft and Boeing 747-400 freighters.
The air charter operator, a subsidiary of Global Aviation
Holdings, visits more than 120 countries and is the largest
commercial carrier of US military personnel. In 2007 World
Airways was acquired by Global Aviation, which is also the parent
of North American Airlines. World Airways was formed in 1948.
ZONA COMMUNICATIONS: Files Chapter 11 Bankruptcy Petition
---------------------------------------------------------
Accipiter Communications, Inc., doing business as Zona
Communications, a provider of telecommunications services to
residences and businesses in central Arizona, on March 28
disclosed that it has filed a voluntary Chapter 11 bankruptcy
petition in the US Bankruptcy Court for the District of Arizona in
Phoenix. Zona intends to use the Chapter 11 process to
restructure its long-term debt obligations and emerge from Chapter
11 as a stronger and more competitive company.
Zona's cash flow is more than sufficient to provide Zona with the
working capital necessary to continue business as usual during the
Chapter 11 reorganization process, maintaining all its services to
its customers and honoring all its ordinary course obligations to
its vendors during the restructuring. Zona will continue paying
all employee salaries and benefits and has asked the bankruptcy
court to enter various orders typically entered at the early
stages of reorganization cases to ensure uninterrupted business
operations in all respects.
The Chapter 11 filing was necessitated after years of discussions
between Zona and its secured lender, the Rural Utilities Service
("RUS," an agency of the US Department of Agriculture). Despite
multiple proposals from Zona, the RUS would not agree to extend
new financing or restructure the company's debt in a practicable
way. This circumstance placed untenable strain on Zona's cash
flows and threatened the company's ability to continue growing its
subscriber base and thus reduce its dependence on federal revenue
subsidies. The Chapter 11 filing will allow Zona to reshape its
long-term debt structure and grow its customer base as a means of
strengthening Zona's cash flows and ensuring state-of-the-art
telecommunications services to its customers.
"For years, Zona has been a success story in this segment of the
telecommunications market. Our continued ability to prosper and
grow is severely threatened unless we are able to restructure our
long-term debt obligations to RUS," said Patrick Sherrill, Zona's
CEO. "Although a Chapter 11 filing was not the company's
preferred method of restructuring, Zona ultimately believes that
it is the most effective way to address Zona's debt challenges and
maximize Zona's prospects for the future. I look forward to
moving through the Chapter 11 process quickly in an active
partnership with our loyal customers and our valued vendors, who I
know will continue to be a huge part of our success."
Zona has engaged Jordan A. Kroop of Perkins Coie LLP in Phoenix to
act as the company's bankruptcy counsel. All inquiries regarding
the company's Chapter 11 case should be directed to Jordan Kroop
at (602) 351-8000 or JKroop@PerkinsCoie.com
About Zona Communications
Zona Communications -- http://www.zonacommunications.com-- was
formed in 1995 to provide telephone and broadband services to
rural residences and businesses in central Arizona who previously
had little or no access to any telecommunications services.
* MJ Vaughn Joins GlassRatner's West Coast Advisory Team
--------------------------------------------------------
GlassRatner, one of the foremost automotive and bankruptcy
financial advisory firms in the country, on March 27 disclosed
that industry veteran MJ Vaughn joined the firm's West Coast
advisory team. Mr. Vaughn will assume a leadership position with
the firm's highly regarded West Coast dealership consulting and
M&A practice, focusing on dealership consulting, dealer buy-side
and sell-side transactions, dealer receiverships, and other
matters associated with the automotive space.
"At a time when auto dealership M&A opportunities will reach
levels not seen since prior to the 'Great Recession,' MJ rounds
out our automotive team's world-class financial advisory
services," said J. Michael Issa, CA managing principal for
GlassRatner.
Mr. Vaughn was responsible for more than 70 successful
transactions during his career. He possesses nearly 40 years of
combined experience in both the wholesale and retail side of the
automotive business with involvement in all aspects of managing,
financing, restructuring and buying and selling auto dealerships.
"I'm thrilled to be a part of GlassRatner's highly-respected
advisory team," said Mr. Vaughn. "Having a historical background
of dealership operation from all sides of the business and
possessing a tremendous amount of M&A experience makes this a
natural next step in my career."
For 31 years, Vaughn was a dealer-principal or GM in Southern and
Northern California for major multi-franchise dealer groups
including Lucas Dealership Group, Ted Stevens Car Company, Price
Automotive, Guy Schmidt Automotive, Guy Martin Chevrolet Mazda
Honda in Woodland Hills, and Mission Hills Oldsmobile Mazda.
About GlassRatner Advisory & Capital Group LLC
GlassRatner Advisory & Capital Group LLC is a national specialty
financial advisory services firm providing solutions to complex
business problems and board level agenda items. The firm applies
a unique mix of skill sets and experience to address matters of
the utmost importance to an enterprise such as managing through a
business crisis or bankruptcy, planning and executing a major
acquisition or divestiture, pursuing a fraud investigation or
corporate litigation, and other top level non-typical business
challenges. The combination of proven operating and financial
expertise, a hands-on approach and an absolute focus on assignment
execution makes GlassRatner a unique and valuable ally for its
clients and partners. GlassRatner was again named the winner of
the Middle Market Turnaround Firm of the Year. Two of their sale
transactions, including an automotive transaction, won Middle
Market Deal of the Year awards in 2013.
* Taylor Rafferty Management Buys Assets From DF King Worldwide
---------------------------------------------------------------
The management of Taylor Rafferty, the world's leading cross
border investor relations firm, has acquired the company's assets
from DF King Worldwide.
Founded in 1982 as a pioneer in cross border investor relations,
Taylor Rafferty retains its focus on assisting companies to build
their capital markets presence in the US, offering investor
relations consulting, capital markets research and analysis and IR
program execution. Taylor Rafferty founder Brian Rafferty led the
buy-out with a team of veteran professionals led by head of client
operations Dana Diver who has worked alongside Brian at the firm
for over twenty years.
"With over thirty years' experience in Taylor Rafferty's
specialty, I look forward to building on our track record of
client success. Working closely with clients to help them get the
most from the capital markets will drive the business, and we see
great opportunities to raise the bar by introducing new tools to
maintain our clients' lead in the competition for capital," said
Mr. Rafferty.
About Taylor Rafferty
With offices in New York, London, Milan and Buenos Aires, Taylor
Rafferty -- http://www.taylor-rafferty.com-- is a global investor
relations firm.
About DF King Worldwide
DF King Worldwide -- http://www.king-worldwide.com-- is a global
financial communications and stakeholder management firm. DF King
Worldwide's services include shareholder/bondholder
identification, investor relations, proxy/consent/tender
solicitation and bankruptcy claims administration. With offices
in New York, Chicago, London, Stockholm, Cape Town, Hong Kong and
Manila, the firm employs approximately 600 staff serving over
1,000 public company, mutual fund family and private equity
clients.
* GlassRatner Forms M&A Transactions Advisory Unit
--------------------------------------------------
GlassRatner Advisory & Capital Group LLC on March 27 announced the
formation and registration of a related broker-dealer, GlassRatner
Securities, LLC. The formation of an SEC registered and FINRA and
SIPC member broker-dealer to pursue more Investment Banking
assignments expands the firm's already impressive capabilities in
corporate restructuring, business valuation, forensic accounting,
litigation support and real estate services. GlassRatner
Securities will serve as an M&A transaction advisor and as an
agent in capital formation transactions.
"GlassRatner Securities is a natural extension of what we have
successfully built over the last dozen years. We can now offer
our clients a broader range of services under the Financial
Advisory Services umbrella. We have always had a deep bench of
talented professionals which we have augmented with recent
investment banking hires in New York and California," stated
Ian Ratner, Co-Founder of GlassRatner Advisory & Capital Group
LLC. "Over the years we have executed a significant number of
corporate finance transactions, and with the approval of our
broker-dealer registration we intend to grow this business
sector." Mr. Ratner further stated, "We have continued to invest
in the firm by adding quality talent and extending our service
lines. We are 100% committed to the future, and this move says so
loud and clear."
Adam Meislik, Co-President of GlassRatner Securities, LLC
continued, "Our deep operating and commercial perspective coupled
with entrepreneurial instincts will continue to differentiate us
from other advisory firms, as well as more traditional investment
banks."
The additional corporate finance strength was highlighted by Peter
Schaeffer, Co-President of GlassRatner Securities, "Many of us are
investment bankers with extensive industry credentials and we can
now bring our full capabilities to bear for our clients."
About GlassRatner
GlassRatner Advisory and Capital Group LLC --
http://www.GlassRatner.com-- is a national specialty financial
advisory services firm providing solutions to complex business
problems and board level agenda items. The firm applies a unique
mix of skill sets and experience to address matters of the utmost
importance to an enterprise such as managing through a business
crisis or bankruptcy, planning and executing a major acquisition
or divestiture, pursuing a fraud investigation or corporate
litigation, and other top level non-typical business challenges.
* BOND PRICING -- For Week From March 24 to March 28, 2014
----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity Date
------- ------ ------ --------- -------------
Alion Science &
Technology Corp ALISCI 10.250 70.000 2/1/2015
Bear Stearns
Cos LLC/The JPM 3.080 99.000 4/10/2014
Brookstone Co Inc BKST 13.000 47.000 10/15/2014
Brookstone Co Inc BKST 13.000 52.750 10/15/2014
Brookstone Co Inc BKST 13.000 52.125 10/15/2014
Buffalo Thunder
Development
Authority BUFLO 9.375 39.250 12/15/2014
Callon Petroleum Co CPE 13.000 102.125 9/15/2016
Cengage Learning
Acquisitions Inc TLACQ 10.500 32.375 1/15/2015
Cengage Learning
Acquisitions Inc TLACQ 12.000 26.000 6/30/2019
Cengage Learning
Acquisitions Inc TLACQ 10.500 32.375 1/15/2015
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 9.450 1/30/2037
Energy Future
Holdings Corp TXU 5.550 31.775 11/15/2014
FairPoint
Communications
Inc/Old FRP 13.125 1.000 4/2/2018
FiberTower Corp FTWR 9.000 0.625 1/1/2016
J Crew Group Inc JCG 8.125 103.875 3/1/2019
James River Coal Co JRCC 7.875 13.600 4/1/2019
James River Coal Co JRCC 4.500 5.850 12/1/2015
James River Coal Co JRCC 10.000 13.375 6/1/2018
James River Coal Co JRCC 3.125 10.650 3/15/2018
James River Coal Co JRCC 10.000 13.000 6/1/2018
LBI Media Inc LBIMED 8.500 30.000 8/1/2017
MF Global
Holdings Ltd MF 1.875 50.063 2/1/2016
MModal Inc MODL 10.750 24.000 8/15/2020
MModal Inc MODL 10.750 26.000 8/15/2020
Momentive
Performance
Materials Inc MOMENT 11.500 35.394 12/1/2016
NII Capital Corp NIHD 10.000 40.400 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 77.386 12/15/2014
Quicksilver
Resources Inc KWK 11.750 102.228 1/1/2016
Residential
Capital LLC RESCAP 6.875 32.000 6/30/2015
SLM Corp SLMA 3.302 99.750 4/1/2014
Savient
Pharmaceuticals Inc SVNT 4.750 0.375 2/1/2018
Susquehanna
Bancshares Inc SUSQ 2.058 97.050 5/1/2014
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 15.000 23.250 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 2.433 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 3.580 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 2.000 11/1/2016
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 18.500 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.250 3.000 11/1/2015
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 10.500 2.500 11/1/2016
Thunderbird
Resources
Equity Inc GMXR 9.000 1.125 3/2/2018
USEC Inc USU 3.000 40.500 10/1/2014
Western Express Inc WSTEXP 12.500 65.125 4/15/2015
Western Express Inc WSTEXP 12.500 65.125 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
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.
*** End of Transmission ***