/raid1/www/Hosts/bankrupt/TCR_Public/140410.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, April 10, 2014, Vol. 18, No. 99
Headlines
473 WEST END: LaRoe Estates Fails in Bid to Foreclosure
ABLEST INC: Seeks to File Under Seal Exit Financing Fee Letter
ABLEST INC: Seeks to Employ Skadden Arps as Bankruptcy Counsel
ABLEST INC: Hires Pachulski Stang as Local Delaware Counsel
ABLEST INC: Taps AP Services as Restructuring Advisors
ADVANCED EMISSIONS: Gets NASDAQ Listing Noncompliance Notice
AIR CANADA: Fitch Rates Proposed $300-Mil. Unsecured Notes 'B-'
ALLEN PARK: S&P Revises Outlook to Positive & Affirms 'B-' Rating
ALTERRUS SYSTEMS: In Default of CSE Requirements
AMERICAN APPAREL: FiveT Stake at 12.7% as of April 4
AMERICAN NATURAL: Delays Form 10-K for 2013
ASTORIA FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating
ATP OIL: Judge Threatens to Convert Case to Chapter 7
AXESSTEL INC: Expects to Report $10 Million Loss in 2013
B456 SYSTEMS: Gets Court Approval to Settle Hanover's $7MM Claim
B456 SYSTEMS: Gets Court Approval to Settle AES' $13.7MM Claim
BEATRICE COMMUNITY: Fitch Affirms 'BB+' Rating on $30MM Bonds
BELLE FOODS: Extension of Deadline to Decide on Leases Sought
BIOZONE PHARMACEUTICALS: Incurs $23.7 Million Net Loss in 2013
BLACKPOOL INVESTORS: Proposed Interest Rate for City Life Nixed
BMC SOFTWARE: Moody's Lowers Corporate Family Rating to 'B3'
BMC SOFTWARE: S&P Cuts CCR to 'B' After Dividend Recapitalization
BRIER CREEK: Court Enters Final Decree Closing Chapter 11 Case
BROWN PUBLISHING: Avoidance Suit v. Hudson Printing Tossed
CAESARS ENTERTAINMENT: S&P Lowers CCR to 'CCC-'; Outlook Negative
CALIFORNIA PIZZA: Moody's Affirms B2 Bank Rating; Outlook Neg.
CAMBIUM LEARNING: S&P Affirms 'CCC+' CCR; Outlook Negative
CAMPOSOL SA: Commences Consent Solicitation to Waive Covenant
CAPABILITY RANCH: Court Closes Chapter 11 Cases
CENTENNIAL BEVERAGE: Amended Liquidation Plan Declared Effective
CENTRAL FLORIDA PARKWAY: Case Summary & 5 Top Unsecured Creditors
CENTRIX FINANCIAL: Judge Rules on Bid to Dismiss Suit v. Sutton
CHINA NATURAL: Delays Filing of 2013 Annual Report With SEC
CHINA NATURAL: Honest Best, Yong Hui Li Hold 15.1% Equity Stake
CHOCTAW RESORT: S&P Affirms 'B+' Issuer Credit Rating
CONSOL ENERGY: Moody's Rates $1.6BB Senior Unsecured Notes 'B1'
CONSOL ENERGY: S&P Assigns 'BB' Rating to $1.6BB Unsecured Notes
COQUICO INC: Case Dismissed; Principal, Counsel Face Sanctions
COMMUNITY SHORES: Daniel Wiersma Stake at 5.4% as of March 26
CORNERSTONE HOMES: Court Appoints Arnold as Chapter 11 Trustee
COURTNEY VALENTINE: Idaho Court Nixes Sanctions Bid v. Law Firm
CUE & LOPEZ: Wants Auri Coira to Market Main Office
CUMMINGS LAND: Wins Confirmation of Bankruptcy-Exit Plan
CYPRESS PARK: Case Summary & 5 Unsecured Creditors
DELUXE CORP: Moody's Affirms 'Ba2' Corp. Family Rating
DESARROLLADORES: Case Summary & 20 Largest Unsecured Creditors
DETROIT, MI: April 11 Conference on Plan Outline Objections
DEWIN LYNN MADILL: Must Surrender Vehicles to Chapter 7 Trustee
DIME COMMUNITY: Fitch Affirms 'BB-' Trust Preferred Rating
DUKE & KING: Court Rules in Suit v. Nath et al. Over 2006 Deal
DYNAVOX INTERMEDIATE: Files Chapter 11 Bankruptcy Petition
DYNAVOX INC: Ch. 11 No Impact on Dynavox Systems' Operations
EAGLE HOLDINGS: Case Summary & 8 Largest Unsecured Creditors
EASTERN HILLS: April 15 Hearing on Motion to Sell Property
EMIGRANT BANCORP: Fitch Raises Issuer Default Rating to 'BB-'
EXCO RESOURCES: Moody's Rates $400MM Sr. Unsecured Notes 'B3'
ENERGEN CORP: Moody's Downgrades Senior Note Rating to 'Ba1'
FAB UNIVERSAL: Gets NYSE MKT Listing Noncompliance Notice
FINJAN HOLDINGS: Amends 21.5 Million Share Resale Prospectus
FIRST CONNECTICUT: Explains Misread Financial Forms
FLORIDA GAMING: Delays Form 10-K Filing, Cites Auditor's Claims
FLORIDA GAMING: Expects Court to Approve Sale to ABC Funding
FOUR OAKS: Kenneth Lehman Stake at 9.9% as of March 27
FTS INTERNATIONAL: Moody's Rates $550MM Sr. Secured Debt 'B2'
FTS INTERNATIONAL: S&P Assigns 'B-' Rating to $550MM Term Loan
G&Y REALTY: Asks Court to Dismiss Involuntary Ch. 11 Petition
GLOBAL AVIATION: Teamsters Win Summary Judgment in Pilot's Suit
GLOBAL CASH: S&P Raises CCR to 'BB'; Outlook Positive
GREGORY WOOD: Administrator Asks Court to Dismiss Case
GREENSHIFT CORP: Reports $4.4 Million Net Loss in 2013
GSG CORPORATION: Case Summary & 20 Largest Unsecured Creditors
GULFCO HOLDING: Seeks November Extension of Exclusivity Period
HAWAII OUTDOOR: Can Use First-Citizens Cash Thru May 14
HDOS ENTERPRISES: Can Access Cash Collateral Until June 1
HOPKINS NORTHWEST: Case Summary & 20 Largest Unsecured Creditors
HOLE IN ONE: Case Summary & 20 Largest Unsecured Creditors
IBAHN CORP: Wants Court to Extend Plan Filing Deadline to July 3
IGLOO HOLDINGS: S&P Lowers CCR to 'B' on Higher Leverage
INTERACTIVE DATA: Moody's Rates New $2.05BB Sr. Secured Debt B2
INTERFAITH MEDICAL: Can File Chapter 11 Plan Until June 2
JAMES RIVER: Moody's Lowers Corp. Family Rating to 'Ca'
JAMES RIVER: Inks 3rd Amendment to General Electric Credit Pact
JEH COMPANY: May 21 Hearing on Dismissal of Stallion Station Case
KAHN FAMILY: Gets OK to Access Wells Fargo's Cash Collateral
KASPER LAND: Kinkead Law Offices Approved as Bankruptcy Counsel
KOOSHAREM LLC: Moody's Assigns 'B3' CFR & Rates Secured Debt 'B3'
LEVEL 3: Awards 150,000 Restricted Stock Units to Executives
LIBERTY MEDICAL: Plan Filing Exclusivity Ends June 13
LIBERTY MEDICAL: Has Until April 16 to Decide on OCL, Byrd Leases
LIBERTY MEDICAL: Seeks Court Approval to Settle Bayer Claim
LIBERTY MUTUAL: Fitch Affirms 'BB' Rating on 3 Subordinated Notes
LLS AMERICA: Trustee Wins $42,000 Judgment Against Oxleys
LLS AMERICA: Trustee Wins $28,000 Judgment Against Lyle Lockhart
LLS AMERICA: Trustee Wins $25,000 Judgment Against Olsens
MACH GEN: Hires Richards Layton as Bankruptcy Co-Counsel
MACH GEN: Moelis & Co. Tapped as Financial Advisor & Banker
MARK WILKINSON: Eligible for Discharge Under Sec. 1328(a)
MBM ENTERTAINMENT: Case Summary & Largest Unsecured Creditors
MEE APPAREL: Section 341(a) Meeting Scheduled for April 30
METRO FUEL: Report & Recommendation Adopted in "Velasquez" Suit
MONTANA ELECTRIC: Court Approves Fees for Horowitz & Lee Freeman
NEWLEAD HOLDINGS: Issues 900,000 Settlement Shares to MGP
NNN 123 NORTH WACKER: Member Moves to Dismiss Case
NY COMMUNITY BANCORP: Fitch Affirms 'BB-' Preferred Stock Rating
OFFICE DEPOT: Moody's Affirms 'B2' Corp. Family Rating
PACWEST BANCORP: Fitch Assigns 'BB+' IDR; Outlook Stable
PENN-MONT BENEFIT: $3.8MM in Bond Funds Doesn't Belong to Debtors
PGI INCORPORATED: Incurs $6.9 Million Net Loss in 2013
PLF INVESTMENTS: Case Summary & Largest Unsecured Creditor
PROSPECT SQUARE: Hires Reinhart & Assoc. for Accounting Tasks
RAINBOW ENTERPRISES: Case Summary & 20 Top Unsecured Creditors
REALOGY HOLDINGS: Issues $450 Million of Senior Notes Due 2019
RESERVOIR EXPLORATION: Amended Liquidation Plan Now Effective
RESIDENTIAL CAPITAL: Court Expunges Caren Wilson Claims
ROBERT PLAN: Bankruptcy Court's Fee Ruling Reversed
ROCKY MOUNTAIN LAND: Court Rejects Plan, Allows Foreclosure
S.E. SHIRES: Case Summary & 20 Largest Unsecured Creditors
SIMPLEXITY LLC: Hires Rutberg & Co as Investment Banker
SMHC LLC: Has Interim Authority to Use Cash Collateral
SOUTHERN MONTANA ELECTRIC: Has Reorganization Plan Term Sheet
SPANISH BROADCASTING: Delays 2013 Form 10K Over Accounting Issues
SPRINGLEAF FINANCE: Delays Filing of 2013 Annual Report With SEC
SPRINGLEAF FINANCE: Unit Prepays Entire $750MM Loan With BofA
SPRINGLEAF FINANCE: Third Street Closes Sale of Certificates
SPRINGLEAF FINANCE: MorEquity Sells $70MM in Real Estate Loans
STACY'S INC: Court Rejects Bid to Use BOTW Cash Collateral
STANADYNE HOLDINGS: Incurs $8.8 Million Net Loss in 2013
STEREOTAXIS INC: Expands Silicon Valley Credit Facility $10-Mil.
T & H HOLDINGS: Case Summary & Largest Unsecured Creditor
TASC INC: S&P Lowers Rating to 'B' on Expected Continued Declines
TIME INC: Moody's Assigns 'B3' Corp Family Rating; Outlook Stable
TIME INC: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable
TOMSTEN INC: Gets Court Approval to Sell IP Assets to Olsten Group
TOWN HOME INVESTMENTS: Case Summary & 9 Top Unsecured Creditors
TTAC INC: Case Summary & Largest Unsecured Creditors
TTC PLAZA: Trial on Insolvency Issue Set for April 17
UNITEK GLOBAL: Incurs $52 Million Net Loss in 2013
UNITED BANCSHARES: Incurs $668,800 Net Loss in 2013
VAUGHAN CO: Trustee Wins Partial Judgment in Suit v. Shydohub
VECTOR GROUP: $150MM Add-on Notes No Impact on Moody's B2 CFR
WILDHORSE RESOURCES: S&P Affirms 'B' Rating; Outlook Stable
WOLF MOUNTAIN: US Trustee Forms Three-Member Creditor's Panel
WOLF MOUNTAIN: Files Schedules of Assets and Liabilities
ZALE CORP: HSR Act Waiting Period Expires
ZOGENIX INC: Seeks TRO on Ban of Zohydro Capsules
* Joseph Miller III Joins Hilco Global as EVP-Business Development
* Akerman Adds Lawyers in Real Estate & Financial Services Sectors
* McGlinchey Stafford Adds Four New Attorneys in Florida
* Two FSG Professionals Join The Claro Group
* Recent Small-Dollar & Individual Chapter 11 Filings
*********
473 WEST END: LaRoe Estates Fails in Bid to Foreclosure
-------------------------------------------------------
In the involuntary Chapter 11 case against 473 West End Realty
Corp., LaRoe Estates LLC asks the Court for a stay pending appeal
of the Court's March 7, 2014 order granting TD Bank, N.A. relief
from the automatic stay. The Court had previously granted TD
relief from the automatic stay in connection with the alleged
Debtor's previous voluntary chapter 11 bankruptcy case. The prior
case was dismissed shortly thereafter. The involuntary chapter 11
case was filed less than one month later by LaRoe, an alleged
creditor with hopes of purchasing the alleged Debtor and its
property. The Court granted TD's motion to lift the automatic
stay for the second time on March 7, 2014, finding that LaRoe was
not able to establish that the alleged Debtor can reorganize
within a reasonable time.
As LaRoe has not come forward with any evidence demonstrating that
the Court's March 7, 2014 order should be reversed on appeal and
has not met its burden on this motion, the Court denies its
request for a stay pending appeal, Bankruptcy Judge Cecelia G.
Morris said in an April 3 Memorandum Decision available at
http://is.gd/EhKsdgfrom Leagle.com.
In conjunction with the motion for stay pending appeal, LaRoe
submitted a proposed order to show cause asking the Court to stay
the scheduled foreclosure sale, as there are no grounds to grant
LaRoe's request for a stay pending appeal, the Court also denies
its request to prevent the sale from occurring as scheduled.
473 West End Realty Corp. filed a voluntary Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 13-36955) on Aug. 30, 2013, in
Poughkeepsie. Judge Cecelia G. Morris presides over the case.
The Debtor owns a 1.3 acre parcel of land located in Chester, New
York, on which it operates a private water company. Its president
and sole shareholder, Steven M. Sherman, passed away on Sept. 29,
2013, while the voluntary chapter 11 case was pending. The
Debtor's shares now belong to Mr. Sherman's estate. The Property
adjoins approximately 300 acres of vacant property, which is also
owned by Mr. Sherman's estate. Mr. Sherman acquired the Property
and the 300 acre lot for the purpose of developing a residential
housing subdivision.
TD alleges that the Property and the adjoining 300 acre lot both
serve as security for a guarantee made by the Debtor for a loan by
TD to Mr. Sherman and for a loan by TD to a different corporation,
Walden Oaks, Inc. The loans matured on July 1, 2007, and TD
alleges that no payments have been made thereafter. On Jan. 4,
2008, TD brought a foreclosure action against the Debtor in Orange
County Supreme Court, which resulted in a judgment of foreclosure
in favor of TD dated April 29, 2013. The Debtor filed the First
Bankruptcy Case in an attempt to come to a resolution with TD.
On Sept. 16, 2013, TD filed its first motion seeking relief from
the automatic stay, which was denied Oct. 1. On Oct. 16, TD filed
its second motion for relief from the automatic stay, which was
granted Nov. 19. The First Bankruptcy Case was subsequently
dismissed voluntarily on Jan. 10, 2014.
Less than one month later, on Feb. 4, 2014, an involuntary chapter
11 petition was filed against the Debtor by LaRoe as the sole
petitioning creditor. On Feb. 14, TD moved for relief from stay
in the Second Bankruptcy Case. According to the motion, the total
amount of $4,933.079.87 was due and owing on the loans as of the
petition date, with interest continuing to accrue at a rate of
$1,099.47 per day or $32,984.10 per month, plus attorneys' fees
and costs and expenses. TD also alleged that no real estate taxes
have been paid since before 2007, that TD has advanced the sum of
$685,137.07 to pay real estate taxes on the properties, and that
the real estate taxes continue to go unpaid.
LaRoe is allegedly an unsecured creditor of the Debtor in the
amount of $2.5 million.
Nancy Sherman, Mr. Sherman's widow and the executor of his estate,
joined LaRoe in opposing the relief requested by TD. After a
hearing held on March 4, 2014, the Court granted TD relief from
the automatic stay for a second time in four months.
On March 13, 2014, LaRoe filed a notice of appeal of the Court's
order lifting the automatic stay dated March 7, 2014. On March 21,
LaRoe filed a motion for a stay pending appeal, which is currently
before the Court. LaRoe argues that if the order is not stayed
upon appeal, the appeal will become moot as TD has scheduled a
sale of the Debtor's real property on April 7. LaRoe argues that
this Court committed reversible error when it found cause to lift
the stay. LaRoe argues that the estate will be irreparably
injured absent a stay as the real property is essential to the
Debtor's ability to reorganize. LaRoe argues that TD would not be
harmed as LaRoe would be willing to condition the stay pending
appeal on payment of prospective real estate taxes and any other
expense, which, if not paid, would cause TD to suffer injury.
LaRoe argues that the public interest is best served by a
continuation of the stay as the Debtor is a utility company
supplying water to 48 homes.
TD opposes the motion, arguing that LaRoe has no probability of
success on the merits, LaRoe would not suffer an irreparable
injury, that the public interest would not be harmed, and that TD
would greatly suffer if the stay were granted.
ABLEST INC: Seeks to File Under Seal Exit Financing Fee Letter
--------------------------------------------------------------
Ablest Inc., et al., seek authority from the U.S. Bankruptcy Court
for the District of Delaware to file under seal an unredacted
version of an engagement letter with Credit Suisse Securities
(USA) LLC and RBC Capital Markets, under which the financial
institutions agreed to provide financing for the Debtors' exit
from bankruptcy.
Under the engagement letter, the Debtors agreed to pay certain
fees to Credit Suisse and RBC Capital. The parties view these
fees as sensitive and confidential information, the disclosure of
which could harm them and lead to the Debtors being forced to
incur greater costs in connection with obtaining exit financing.
Thus, the Debtors have agreed to seek authority to file an
unredacted version of the engagement letter under seal and to
provide for the disclosure and service of the engagement letter
only to the U.S. Trustee and any counsel to a statutory committee
of unsecured creditors should one be appointed.
A hearing to consider approval of the motion is set for April 23,
2014, at 10:00 a.m. (ET). Objections are due April 16.
About Ablest Inc.
Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.
Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California. It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states. The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.
During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers. For fiscal year 2013, the Debtors
had $2 billion in gross revenue.
The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.
As of April 1, 2014, the Debtors have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million. Ablest's assets are estimated at $100
million to $500 million.
ABLEST INC: Seeks to Employ Skadden Arps as Bankruptcy Counsel
--------------------------------------------------------------
Ablest Inc., et al., seek authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Skadden, Arps, Slate,
Meagher & Flom LLP as counsel to render various transactional
services to the Debtors including, among others, providing
strategic restructuring advice to the Debtors.
Skadden's hourly rates under the standard rate structure range
from $860 to $1,275 for partners, $850 to $975 for counsel, $370
to $830 for associates, and $195 to $340 for legal assistances and
support staff. Skadden will also be reimbursed of any necessary
out-of-pocket expenses.
Since April 1, 2013, until the Petition Date, the total amount of
fees earned and expenses incurred by Skadden on behalf of the
Debtors in connection with the Debtors' restructuring was
approximately $4,503,968. During the same period, the Debtors
paid Skadden an aggregate amount of $4,729,443. The balance of
$225,475 is the amount of the remaining, unapplied Retainer funds.
Kenneth S. Ziman, Esq., a partner of the firm Skadden, Arps,
Slate, Meagher & Flom LLP, in New York, assures the Court that his
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.
Pursuant to the 2013 U.S. Trustee Guidelines, Mr. Ziman discloses
that Skadden represented the Debtors in the 12-month prepetition.
During that representation, the billing rates for Skadden were
raised on Jan. 1, 2014, as they are customarily done from time to
time. The material financial terms for the prepetition engagement
remained the same as the engagement was hourly-based.
About Ablest Inc.
Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.
Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California. It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states. The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.
During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers. For fiscal year 2013, the Debtors
had $2 billion in gross revenue.
The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.
As of April 1, 2014, the Debtors have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million. Ablest's assets are estimated at $100
million to $500 million.
ABLEST INC: Hires Pachulski Stang as Local Delaware Counsel
-----------------------------------------------------------
Ablest Inc., et al., seek authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Pachulski Stang Ziehl &
Jones LLP as local Delaware counsel.
The principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates are:
Jeffrey N. Pomerantz, Esq. $875
Debra I. Grassgreen, Esq. $895
James E. O'Neill, Esq. $725
Jeffrey W. Dulberg, Esq. $695
Teddy M. Kapur, Esq. $550
Peter J. Keane, Esq. $475
Kathleen F. Finlayson $295
Patricia J. Jefferies $295
PSZ&J will also be reimbursed for any necessary out-of-pocket
expenses.
PSZ&J has received payments from the Debtors during the year prior
to the Petition Date in the amount of $1,883,533, including the
Debtors' aggregate filing fees for the Chapter 11 cases, in
connection with its prepetition representation of the Debtors.
Jeffrey N. Pomerantz, Esq., a partner in the law firm of Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, assures the
Court that his 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.
Pursuant to the 2013 U.S. Trustee Guidelines, Mr. Pomerantz
discloses that his firm represented the Debtors in the 12-month
period prepetition. During that representation, the billing rates
for PSZ&J were raised on Jan. 1, 2014, as they are customarily
done from time to time. The material financial terms for the
prepetition engagement remained the same as the engagement was
hourly-based, Mr. Pomerantz said.
Robert Olson, corporate controller and vice president of finance
for the Debtors, discloses that PSZ&J has been retained by the
Debtors since March 5, 2010, as their restructuring counsel, and
for approximately the past three years as co-restructuring counsel
along with Skadden, Arps, Slate, Meagher & Flom LLP. On March 31,
2014, the Debtors' board of directors authorized the Debtors to
employ PSZ&J to serve as their Chapter 11 bankruptcy co-counsel.
A hearing to consider approval of the application is set for
April 23, 2014, at 10:00 a.m. (prevailing Eastern time).
Objections are due April 16.
About Ablest Inc.
Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.
Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California. It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states. The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.
During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers. For fiscal year 2013, the Debtors
had $2 billion in gross revenue.
The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.
As of April 1, 2014, the Debtors have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million. Ablest's assets are estimated at $100
million to $500 million.
ABLEST INC: Taps AP Services as Restructuring Advisors
------------------------------------------------------
Ablest Inc., et al., seek authority from the U.S. Bankruptcy Court
for the District of Delaware to employ AP Services, LLC, as
restructuring advisors to, among other things, assist the Debtors
with information and analyses required pursuant to the Debtors'
reorganization and exit financing.
The current standard hourly rates charged by APS in respect of the
professionals anticipated to be assigned to the case are as
follows:
Managing Directors $875 - $1,010
Directors $665 - $815
Vice Presidents $490 - $590
Associates $335 - $435
Analysts $290 - $320
Paraprofessionals $220 - $240
In addition to compensation for professional services rendered by
APS personnel, APS will seek reimbursement for reasonable and
necessary expenses incurred in connection with the Chapter 11
cases.
The Debtors and APS have agreed on contingent incentive
compensation of $1,500,000, which will be earned upon confirmation
of the Debtors' plan of reorganization or the sale of
substantially all of the Debtors' assets.
According to APS' books and records, during the 90-day period
prior to the Petition Date, the firm received approximately
$1,856,118 from the Debtors for professional services performed
and expenses incurred. Further, APS' current estimate is that it
has received unapplied advance payments from the Debtors in excess
of prepetition billings in the amount of $200,000.
Randall S. Eisenberg, a managing director of AlixPartners, LLP, an
affiliate of AP Services, LLC, assures the Court that his 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.
A hearing on the application is set for April 23, 2014, at 10:00
a.m. (prevailing Eastern time). Objections are due April 16.
About Ablest Inc.
Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.
Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California. It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states. The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.
During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers. For fiscal year 2013, the Debtors
had $2 billion in gross revenue.
The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.
As of April 1, 2014, the Debtors have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million. Ablest's assets are estimated at $100
million to $500 million.
ADVANCED EMISSIONS: Gets NASDAQ Listing Noncompliance Notice
------------------------------------------------------------
Advanced Emissions Solutions, Inc. on April 8 disclosed that it
received notice from the NASDAQ OMX Group on April 3, 2014
indicating that the Company is not in compliance with the Listing
Rules for the NASDAQ Capital Market because the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2013
was not timely filed. The notice, which the Company expected, was
issued due to NASDAQ Marketplace Rule 5250(c)(1), which requires
timely filing of periodic financial reports with the Securities
and Exchange Commission.
The Company's delay in filing its Form 10-K is due to its
previously disclosed review of its historical revenue recognition
policy for equipment contracts in its Emission Control segment,
its verification of its accounting for interest expense accruals
related to taxes on deferred installment gain and certain other
accounting transactions, and the process of assessing the
effectiveness of its internal control over financial reporting.
The Company's management team and its finance and accounting
personnel are working diligently to complete this process, provide
the requested information to its auditors, and finalize the
necessary reviews so that the Form 10-K can be filed.
In accordance with the Rules, the Company has 60 calendar days to
regain compliance with the Rules or submit a plan to NASDAQ for an
extension of up to an additional 120 days. The Company expects to
file its Form 10-K within the 60-day timeframe.
About Advanced Emissions Solutions, Inc.
Advanced Emissions Solutions, Inc. serves as the holding entity
for a family of companies that provide emissions solutions to
customers in the power generation and other industries.
AIR CANADA: Fitch Rates Proposed $300-Mil. Unsecured Notes 'B-'
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Air Canada at 'B' and
maintained a Positive Rating Outlook. Fitch has upgraded the
ratings for Air Canada's second lien senior secured debt to
'BB/RR1' from 'BB-/RR2' and assigned a rating of 'B-/RR5(EXP)' to
Air Canada's proposed $300 million unsecured notes. Fitch has
also affirmed the existing ratings for Air Canada's Pass Through
Trust Series 2013-1 as detailed at the end of this release.
Key Rating Drivers
The ratings are supported by Air Canada's improving operating
results, its strong market position in Canada, and adequate
liquidity position. The Positive Outlook is supported by the
company's reduced pension risks, efforts to improve its cost
structure, and an improving debt structure.
While Fitch believes that Air Canada's credit profile is
improving, notable risks still remain. Concerns include
significant upcoming aircraft deliveries that will pressure free
cash flows (FCFs), heavy competition from WestJet, uncertainty
remaining around the ultimate success of rouge, and a fluctuating
exchange rate.
Positive Operating Trends: Operating trends have been largely
positive over the past year, and should continue into 2014 given
Fitch's expectations for modest macroeconomic growth. Unit
revenues may come under pressure in 2014 as the company adds
capacity. However, unit costs are also expected to decline, which
should provide room for margins to expand barring an unexpected
spike in fuel prices or significant deterioration in the value of
the Canadian Dollar.
Air Canada's EBITDAR margin expanded by 70 basis points (bps) to
11.6% in 2013. This remains at the low end of its North American
peers. Fitch expects margins to expand modestly over the next one
to two years.
Air Canada expects to add between 6.5%-8% additional capacity in
2014, the bulk of which will be aimed at further international
expansion. Importantly, a significant portion of this growth is
the result of upgauging as opposed to adding new routes. The
company's five high density 777-300ERs which arrived in 2013 will
be in service for the full year 2014 on high demand international
routes. The first of AC's 787s arrive this year replacing 767-
300ERs (251 seats vs 211). Seats added as a result of upgauging
will come at a low incremental unit cost, meaning that Air Canada
should see improved profitability on routes where the new aircraft
are flying.
For 2013 revenues were up by 2.2%, increasing across all
geographies, led by a 7.1% increase in revenues across the
Atlantic. Systemwide capacity was up by 1.9% while load factors
remained flat. Yields increased by 0.5% for the year.
Improving Cost Structure: Air Canada has publicly stated a goal of
reducing unit costs by 15% over the next five years when compared
to 2012 levels. CASM ex-fuel was down by 1.5% in 2013 reflecting
the benefits of the cost initiatives taken over the past year
including its new pilot contract and lower maintenance expenses.
Unit costs are likely to trend downward again in 2014 as the
company gets the benefit of a full year of flying its higher
density aircraft and due to significant additions to capacity.
Added capacity will push salaries and wages higher, but costs are
expected to increase by a smaller margin than capacity, bringing
unit costs down. In addition, the 787s that Air Canada will begin
to receive in 2014 will feature attractive operating economics
compared to the 767s that they will be replacing.
Some of Air Canada's expected cost savings will come from the
continued expansion of rouge, the company's lower cost, leisure
focused subsidiary. Fitch notes that early results at rouge have
been positive, but much uncertainty remains over rouge's ultimate
success. As rouge grows it will begin to contribute meaningfully
to Air Canada over the next several years, however, its fleet will
not reach its full size until 2017.
Heightened Domestic Competition: Continued heavy competition from
domestic rival, WestJet, presents a concern in the near term.
WestJet launched its Encore regional product in February of 2013.
WestJet is now quickly adding new routes to directly compete with
Air Canada in smaller domestic markets. WestJet expanded ASMs by
nearly 9% in 2013, and expects to add another 4%-6% in 2014.
Despite the added competition, domestic yields held up relatively
well in 2013 aside from the fourth quarter when WestJet engaged in
some heavy fare discounting. Fitch would view Air Canada's
ability to sustain or grow domestic yields in the near term to be
a credit positive given the added competition.
Financial Risks Remain: Air Canada remains highly leveraged,
though total adjusted debt/EBITDAR has decreased to an estimated
5.0x from 5.2x at year-end 2012. The company will have limited
ability to pay down debt over the intermediate term due to high
capital commitments. Fitch expects leverage to remain stable or
potentially increase modestly (depending on the direction of fuel
prices and the CAD/USD exchange rate) over the next year.
However, continued operational and margin improvements should
allow leverage to come down from current levels over the longer
term.
Heavy upcoming capital requirements related to new aircraft
deliveries also present a concern. Air Canada expects cap ex to
total $1.3 billion in 2014, up from $962 million in 2013.
Aircraft spending is likely to be higher still in 2015. As a
result, Fitch expects FCF to be pressured for the next several
years. FCF was negative in 2013 and may be minimal or negative
again in 2014 and 2015.
The increase in cap ex is primarily the result of taking new 787s
which are scheduled to begin to arrive this summer. Air Canada is
expected to take six 787-8s this year in addition to the one 777-
300ER delivered in the first quarter. In 2015, the company will
take four 787-8s, two 787-9s, five A320s and five A321s.
Total liquidity as a percentage of LTM revenue at year-end 2013
was 19%, which Fitch considers adequate for the rating. Liquidity
consisted of $2.2 billion in cash and equivalents plus AC's fully
undrawn $100 million revolver. Upcoming debt maturities total
$312 million in 2014 and $613 million in 2015, which Fitch
considers to be manageable. However, Air Canada could need to
access the capital markets to refinance its maturities if
operating results are weaker than expected.
Fitch views the improved status of Air Canada's pension plan as a
notable credit positive. Based on preliminary estimates AC
estimates that its pension plans are in a small surplus position
as of year-end 2013 compared to a deficit of $3.7 billion a year
ago. The improvement is the result of a higher discount rate,
solid asset returns, and incremental contributions made through
the year. The company is required to make contributions averaging
$200 million/year based on its current agreement with the Canadian
government. However, if the pension plans remain fully funded,
Air Canada will be able to exit this agreement, potentially as
early as 2015, which would significantly reduce required cash
contributions.
Fitch also notes that Air Canada made significant improvements to
its balance sheet in 2013 by refinancing much of its existing high
yield debt and moving out the largest of its looming debt
maturities. The company issued $1.3 billion in new debt in
September of 2013, paying down its 9.25% notes and 10.125% notes
due in 2015 and its 12% senior second lien notes due 2016. The
refinancing provides meaningful improvements to cash interest
obligations in the coming years and leaves Air Canada with a
manageable maturity schedule.
Recovery Ratings: Fitch has also upgraded the recovery ratings for
Air Canada's second lien secured notes to 'BB/RR1' from 'BB-/RR2'.
Fitch's recovery analysis reflects a scenario in which a
distressed enterprise value is allocated to the various debt
classes. The upgrade is based on a higher estimated distressed
enterprise value based on Air Canada's improving EBITDA
generation. Fitch has also assigned a rating of 'B-/RR5(EXP)' to
Air Canada's proposed $300 million unsecured notes. The 'RR5'
recovery rating reflects an expected recovery at the high end of
the 10%-30% range driven by the notes' subordinate position within
Air Canada's debt structure which primarily consists of secured
obligations.
RATING SENSITIVITIES:
Future actions that may individually or collectively cause Fitch
to take a positive rating action include:
-- Better than expected operating performance leading to
neutral or positive FCF despite elevated capital
expenditures.
-- Continued adjusted leverage reduction to around or below
4.5x.
-- Successful cost control efforts leading to EBITDAR margins
to approach 15%.
-- Further evidence that rouge is contributing positively to
the business.
Future actions that may individually or collectively cause Fitch
to take a negative rating action include:
-- Weaker than expected operating performance causing FCF to
be notably below Fitch's expectations.
-- Significant weakening of yields, particularly in domestic
markets due to increased competition, causing EBITDAR
margins to drop below 10%.
-- Adjusted Leverage increasing and remaining above 6.0x.
2013-1 EETC:
Fitch's senior tranche EETC ratings are primarily based on a top-
down collateral analysis. Since the ratings were previously
reviewed, collateral values for the 777-300ERs in the pool have
not deviated from Fitch's expectations; therefore, the rating has
been affirmed at 'A'.
Subordinated tranche ratings are linked to Air Canada's IDR, and
therefore the ratings have been affirmed at 'BB+' and 'BB-' for
the B and C tranches respectively.
Subordinated tranche ratings are adjusted from Air Canada's IDR
based on three primary factors; 1) affirmation factor, 2) presence
of a liquidity facility, and 3) recovery prospects. Fitch
considers the affirmation factor for this collateral pool to be
high resulting in a +3 notch adjustment (maximum is 3) for the B
tranche. The B tranche also features an 18 month liquidity
facility, providing a further +1 notch adjustment. No adjustment
has been made for recovery, resulting in a rating of 'BB+', +4
notches above Air Canada's IDR. The two notch differential
between the B and C tranche reflects the C tranches subordinate
position.
Fitch has affirmed the following ratings:
Air Canada
-- Long-term IDR at 'B';
-- Senior secured first-lien debt at 'BB/RR1'.
Air Canada Pass Through Trust Series 2013-1
-- Class A certificates at 'A';
-- Class B certificates at 'BB+';
-- Class C certificates at 'BB-'.
Fitch has upgraded the following ratings:
Air Canada
-- Senior secured second-lien debt to 'BB/RR1' from 'BB-/RR2'.
Fitch has assigned the following ratings:
Air Canada
-- $300 million senior unsecured notes, 'B-/RR5 (EXP)'.
ALLEN PARK: S&P Revises Outlook to Positive & Affirms 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed its 'B-' long-term and underlying rating
(SPUR) on Allen Park City, Mich.'s unlimited-tax general
obligation (GO) bonds and limited-tax GO bonds, some of which were
issued by the Allen Park Building Authority and the Allen Park
Brownfield Redevelopment Authority.
"The positive outlook is based on our view that within two years,
the city's budgetary performance and flexibility could improve as
a result of structural budget changes already implemented by its
emergency financial manager," said Standard & Poor's credit
analyst Caroline West. "We believe the emergency financial
manager has used powers granted by the state to execute
considerable structural changes to the budget in a short time-
frame, and when combined with voter approval of an additional
operating levy, these changes could improve both budgetary
performance and flexibility in the next year," Ms. West added.
The city is located in the broad and diverse southeast Michigan
metropolitan statistical area.
ALTERRUS SYSTEMS: In Default of CSE Requirements
------------------------------------------------
Alterrus Systems Inc. is in default of CSE requirements.
Effective immediately, Alterrus is suspended pursuant to CSE
Policy 3. The suspension is considered a Regulatory Halt as
defined in National Instrument 23-101 Trading Rules.
Date: Effective Immediately, April 8, 2014
Symbol: ASI
About Alterrus Systems Inc.
Alterrus is a publicly traded company (CNSX:ASI)(OTCQB:ASIUF)
headquartered in Vancouver, Canada. Alterrus has created a
sustainable vertical growing system that grows fresh, nutritious,
leafy green vegetables in urban environments where they are to be
consumed. Alterrus is a registered B Corp Company.
AMERICAN APPAREL: FiveT Stake at 12.7% as of April 4
----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, FiveT Capital Holding AG, FiveMore Special
Situations Fund Ltd and FiveT Capital AG disclosed that as of
April 4, 2014, they beneficially owned 22,000,000 shares of common
stock of American Apparel, Inc., representing 12.69 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/EiRCZb
About American Apparel
Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel. As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.
Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being. Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece. The deal allows the investors to purchase additional
27.4 million shares at the same price.
The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011. The Company's
balance sheet at Sept. 30, 2013, showed $332.93 million in total
assets, $389.12 million in total liabilities and a $56.19 million
total stockholders' deficit.
* * *
As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc. The outlook is developing.
The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service. The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.
AMERICAN NATURAL: Delays Form 10-K for 2013
-------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form 12b-
25 with respect to its annual report on Form 10-K for the year
ended Dec. 31, 2013. The Company said it is actively seeking
additional financing to replace and repay existing indebtedness
and expand its assets. This has delayed assembly and completion
information required to complete its annual report on Form 10-K.
About American Natural
American Natural Energy Corporation is a Tulsa, Oklahoma based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.
American Natural incurred a net loss of $3.31 million on $2.09
million of total revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $905,792 on $1.99 million of total
revenues during the prior year.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012. The independent auditors noted that the
Company incurred a net loss in 2012 and has a working capital
deficiency and an accumulated deficit at Dec. 31, 2012. These
matters raise substantial doubt about the Company's ability to
continue as a going concern.
ASTORIA FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Astoria Financial Corp
(AF) at 'BBB-/F3'. The Rating Outlook remains Stable.
The Stable Outlook assumes that credit costs and capital levels
will remain relatively stable, and earnings will remain below its
rated peer averages over the near term. See the full list of
rating actions at the end of this rating action commentary.
KEY RATING DRIVERS - IDRS, VRs and SENIOR DEBT
AF's ratings reflect asset quality consistent with its rating
category. Fitch attributes the relatively stronger asset quality
to solid underwriting standards. However, this strength is
somewhat offset by weak profitability and a relatively weaker
liquidity and funding profile than similarly rated peers.
Profitability measures are constrained by relatively higher cost
of funds, while the liquidity profile reflects greater reliance on
wholesale funding than similarly sized banks.
Fitch views AF's asset quality as a ratings strength because of
its relatively lower credit costs through the cycle due to solid
underwriting. Net charge-offs peaked at a manageable 77bps in
2009 and totalled 17bps for 2013. Fitch expects credit costs to
remain low over the near- to medium- term. That said, Fitch
believes NPAs will remain elevated in the near term. Since the
bulk of AF's mortgages are located in New York and New Jersey, the
foreclosure process is a lengthy proposition given the respective
states judicial foreclosure process. However, since AF regularly
marks to market its foreclosed assets, additional loss content is
expected to remain low.
Earnings are a rating weakness for the company. AF is heavily
reliant on spread income and is affected negatively during periods
of low interest rates. Given the level and cyclicality of
earnings, a near-term improvement in earnings is unlikely to
impact the company's credit rating.
Fitch views AF's liquidity profile as a constraint on its current
credit rating. Although AF currently has sufficient liquidity,
the company is relatively more reliant on non-core funding sources
such as FHLB advances and repurchase agreements. In 2013, average
wholesale funding balances totaled $4.1 billion or 16% of average
assets. Because AF has relatively higher reliance on wholesale
funding, the company has a relatively higher loan to deposit ratio
and higher cost of funds.
Fitch reviewed AF as part of its Niche Bank Peer Review, which
also includes Dime Community Bancshares, Inc., Emigrant
Bancorp,Inc., and New York Community Bancorp, Inc. Niche banks
are defined by their narrow business models, limited deposit
franchises and geographic concentrations. Fitch views these
limitations as ratings constraints across the peer group. The
group is composed of banks with total assets ranging from $4
billion to $47 billion that lend primarily in the New York City
metropolitan, residential real estate market.
RATING SENSITIVITIES - IDRS and VRs and SENIOR DEBT
AF's ratings are sensitive to sensitive to a change to AF's
liquidity profile and earnings performance. Should AF grow its
core deposit base and improve core earnings, positive ratings
momentum could build. Structural improvement in earnings, such as
improved revenue diversification or lower funding costs, could be
a credit positive over the medium- to longer- term.
Conversely, although not anticipated, deterioration of asset
quality metrics could lead to a ratings downgrade.
KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
AF's preferred issuances are notched below AF's Viability Rating.
The notch differential reflects loss severity and an assessment of
incremental non-performance risk.
RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES
AF's preferred issuances are sensitive to changes in AF's VR. The
rating sensitivities for the VR are listed above.
KEY RATING DRIVERS - HOLDING COMPANY
AF's IDR and VR are equalized with those of its bank subsidiary,
Astoria Federal Savings, 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.
RATING SENSITIVITIES - HOLDING COMPANY
Should AF begin to exhibit signs of weakness, demonstrate trouble
accessing the capital markets, or have inadequate cash flow
coverage to meet near-term obligations, there is the potential
that Fitch could notch the holding company IDR and VR from the
ratings of Astoria Federal Savings.
KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR
AF's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed
RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR
AF's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.
Fitch has affirmed the following ratings with a Stable Outlook:
Astoria Financial Corp.
-- Long-Term IDR at 'BBB-'; Stable Outlook;
-- Short-Term IDR at 'F3';
-- Viability rating at 'bbb-';
-- Senior unsecured at 'BBB-';
-- Support at '5';
-- Support Floor at 'NF'.
-- Preferred Stock at 'B'.
Astoria Federal Savings & Loan
-- Long-Term IDR at 'BBB-'; Stable Outlook:
-- Long-term Deposits at 'BBB';
-- Short-Term IDR at 'F3';
-- Viability rating at 'bbb-'.
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Floor at 'NF'.
ATP OIL: Judge Threatens to Convert Case to Chapter 7
-----------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, issued an order threatening
to convert ATP Oil & Gas Corporation's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code if any of the following
conditions are not satisfied:
(1) A term sheet for the sale of substantial estate assets must
be signed by the Debtor and the proposed purchaser not
later than April 28, 2014, at 5:00 p.m. The Term Sheet may
be made available to parties pursuant to discovery, the
Debtor's discretion, or agreements regarding the provision
of information and documents under existing or to be signed
confidentiality agreements.
(2) A plan of liquidation of the estate must be filed by the
Debtor not later than May 12.
(3) A disclosure statement for the proposed plan must be filed
by the Debtor not later than May 15. At the Debtor's
option, the disclosure statement may be combined with the
plan, subject to objections.
ATP?s $1.5 billion in 11.875 percent second-lien notes traded on
March 28 for less than 1.5 cents on the dollar, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reported, citing Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.
About ATP Oil
Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.
ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel. Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.
ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012. Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent. There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent. ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue. Trade suppliers have claims
for $147 million, ATP said in a court filing.
An official committee of unsecured creditors has been appointed in
the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.
A seven-member panel of equity security holders has also been
appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.
AXESSTEL INC: Expects to Report $10 Million Loss in 2013
--------------------------------------------------------
Axesstel, Inc., reported preliminary unaudited results of
operations for the fourth quarter of 2013 and for the year ended
Dec. 31, 2013.
Revenues for the fourth quarter were approximately $800,000. For
the year ended Dec. 31, 2013, revenues were approximately $8.6
million.
The Company anticipates a net loss for the year of approximately
$10 million. The net loss may increase, depending on the final
determination of inventory reserves.
On March 27, 2014, executive management of the Company concluded
that the previously issued unaudited financial statements
contained in our quarterly report on Form 10-Q for the quarter
ended March 31, 2013, and the two subsequent unaudited quarterly
reports on Form 10-Q in 2013 for the periods ended June 30, 2013,
and Sept. 30, 2013, should no longer be relied upon because of
errors in those financial statements. The errors relate to the
recognition of revenue from sales to two customers in the first
quarter of 2013. In addition to the financial statements of the
Prior Periods, related press releases furnished on current reports
on Form 8-K, reports and stockholder communications describing the
Company's financial statements for the Prior Periods should no
longer be relied upon.
As a result of the restatement of the Company's interim results,
as well as delays in completing the Company's audit as a result of
its limited financial resources, the Company does not expect to
file its Annual Report on Form 10-K by the March 31, 2014 filing
deadline. The Company currently expects to file its Annual Report
on form 10-K in early May 2014.
The Company is partnering with an international distribution
company that specializes in integrated supply chain solutions for
the wireless industry, to distribute our Axesstel AX54N Home Alert
product in the US and Canada. The Company has received an initial
$4.3 million in purchase orders from the distributor under this
program, for product which is expected to be delivered during the
second quarter. The initial purchase orders are stocking orders
to provide the Company Home Alert products in approximately 3,000
retail outlets with one of the world's largest retailers. The
product is scheduled to be available in stores beginning May 1st.
The Company anticipates additional orders from the distributor for
this initial retail customer, with the volume and timing of those
orders dependent on the rate of sell through for our products.
The Company is also working with the distributor to identify and
secure other opportunities with significant retailers in the
United States and Canada for the Company's Home Alert product
line.
In the fourth quarter of 2013, the Company effected a reduction in
force that impacted approximately 50 percent of the Company's
employees and consultants. The reduction in force and other
reductions in operating costs are intended to allow the Company to
achieve profitable operations on annual revenues of approximately
$20 million, assuming gross margins in the upper twenty percent
range.
A copy of the Form 8-K Report is available for free at:
http://is.gd/o9fiaH
About Axesstel
Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market. The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.
Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million during
the prior year. The Company's balance sheet at Sept. 30, 2013,
showed $9.23 million in total assets, $23.33 million in total
liabilities and a $14.10 million total stockholders' deficit.
B456 SYSTEMS: Gets Court Approval to Settle Hanover's $7MM Claim
----------------------------------------------------------------
The liquidating trustee appointed under the Chapter 11 plan of
B456 Systems, Inc. received court approval for a deal, which
resolves Hanover Insurance Co.'s $7 million claim.
Under the settlement, Hanover can retain the portion of the $1.75
million credit that B456 Systems obtained from Silicon Valley
Bank, which is currently in the possession of the insurance
company.
Hanover's claim will be deemed withdrawn and the liquidating
trustee will no longer be required to maintain the $5.25 million
reserve, which was created under an agreement they executed in
September last year. The money will be used instead to pay the
claims of creditors approved under the liquidating plan.
Hanover filed a $7 million claim for potential losses under the
bonds it issued to B456 Systems as part of the company's 2011
agreement with Southern California Edison Co. As security for the
bonds, B456 Systems obtained a letter of credit in the amount of
$1.75 million from Silicon Valley naming Hanover as beneficiary.
In November 2012, SCE declared an "event of default" under the
2011 agreement and informed Hanover that it would seek payment
against the bonds. Following the declaration, Hanover drew down
the full amount of the credit, some portions of which were
retained by the insurance company.
About B456 Systems
B456 Systems, Inc., formerly A123 Systems, Inc., designs,
develops, manufactures and sells rechargeable lithium-ion and
energy storage systems. In the transportation industry market,
the Company works with global automotive manufacturers and tier 1
suppliers to develop batteries and battery systems for hybrid
electric vehicles (HEVs), plug-in hybrid electric vehicles (PHEVs)
and electric vehicles, (EVs). The Company's transportation
business is divided into two categories: heavy-duty and passenger.
As of Dec. 31, 2011, the Company's product offerings included
batteries in various sizes and forms, as well as packaged modules
and fully-tested battery systems. The platform for battery and
battery system development is its Nanophosphate material. In
January 2013, A123 Systems LLC acquired the non-government
business assets of the Company.
A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million. Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors. Logan & Company Inc.
serves as the Debtors' claims and noticing agent. Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.
As reported by Reuters, on May 21, 2013, the Company won court
approval for its bankruptcy plan. Under the approved Plan,
unsecured creditors of the Company are expected to recover about
65 cents for each dollar.
B456 SYSTEMS: Gets Court Approval to Settle AES' $13.7MM Claim
--------------------------------------------------------------
The liquidating trustee appointed under the Chapter 11 plan of
B456 Systems, Inc. received court approval for a deal, which
resolves the claim filed by a group of creditors led by AES Energy
Storage, LLC.
Under the settlement, the group can assert a $6.6 million general
unsecured claim, down from the $13.7 million it originally wanted.
The creditors will be entitled to receive payments on account of
their claims in accordance with the liquidating plan.
The claim stemmed from the rejection of B456 Systems' contracts
with the creditors, which was approved by the U.S. Bankruptcy
Court for the District in Delaware.
Under the contracts, B456 Systems provided services and materials
to the claimants in connection with the development of energy
storage facilities in West Virginia, New York and Chile.
About B456 Systems
B456 Systems, Inc., formerly A123 Systems, Inc., designs,
develops, manufactures and sells rechargeable lithium-ion and
energy storage systems. In the transportation industry market,
the Company works with global automotive manufacturers and tier 1
suppliers to develop batteries and battery systems for hybrid
electric vehicles (HEVs), plug-in hybrid electric vehicles (PHEVs)
and electric vehicles, (EVs). The Company's transportation
business is divided into two categories: heavy-duty and passenger.
As of Dec. 31, 2011, the Company's product offerings included
batteries in various sizes and forms, as well as packaged modules
and fully-tested battery systems. The platform for battery and
battery system development is its Nanophosphate material. In
January 2013, A123 Systems LLC acquired the non-government
business assets of the Company.
A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million. Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors. Logan & Company Inc.
serves as the Debtors' claims and noticing agent. Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.
As reported by Reuters, on May 21, 2013, the Company won court
approval for its bankruptcy plan. Under the approved Plan,
unsecured creditors of the Company are expected to recover about
65 cents for each dollar.
BEATRICE COMMUNITY: Fitch Affirms 'BB+' Rating on $30MM Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
Hospital Authority No. 1 Gage County, Nebraska bonds, issued on
behalf of Beatrice Community Hospital (BCH):
-- $30 million health care facilities revenue bonds, series
2010B.
BCH also has $13 million in series 2010A bank qualified bonds,
which are not rated by Fitch.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a pledge of gross revenues, a mortgage
lien, and a debt service reserve.
KEY RATING DRIVERS
SOLID CASH FLOW: Good volume trends in fiscal 2013 (Sept. 30 year
end) and interim 2014 (through the three months ended Dec. 31)
have supported healthier cash flow; BCH produced a 4.2% operating
and 19.1% operating EBITDA margin in fiscal 2013 which was
sufficient to provide 2.9 times (x) coverage of maximum annual
debt service (MADS). This trend continued through the interim
period with a 15.8% operating EBITDA margin and 2.8x coverage.
MODEST BALANCE SHEET GROWTH: At Sept. 30, 2013, BCH's unrestricted
cash and investments equaled $12.3 million (93.7 days of cash on
hand [DCOH]) ahead of $7.8 million (69.1 DCOH) at Sept. 30, 2012.
Sustained cash flow should provide further incremental balance
sheet growth going forward despite an expansion project that is
expected to cost $6.6 million and funded from cash flow in fiscal
2015-2016.
CRITICAL ACCESS DESIGNATION: BCH's operating performance continues
to be bolstered by the associated supplemental revenues afforded
by its critical access hospital (CAH) designation. Further, BCH's
rural location affords it with stable and leading market position,
and a very limited competitive landscape. While the supplemental
revenue provided to BCH helps to mitigate the risks inherent to
small, rural facilities, Fitch notes that the CAH program has been
a target for reductions at the federal level and changes to this
program would likely have a material impact on BCH's rating.
HIGH DEBT BURDEN: BCH maintains a significant debt burden, as
evidenced by debt to capitalization of 53.6% and MADS equal to
6.6% of revenue in fiscal 2013. Fitch expects this will moderate
over time given good revenue growth and no additional debt plans.
RATING SENSITIVITIES
SUSTAINED OPERATING IMPROVEMENT: Fitch expects BCH to maintain
healthy operating cash flow levels which support balance sheet
growth, and moderating leverage levels over the longer term.
Given the risks inherent from BCH's small revenue base, Fitch
expects BCH to demonstrate a consistent financial cushion in
excess of Fitch's 'BBB' category median ratios before movement
back to an investment grade rating level is considered.
CREDIT PROFILE
BCH is located in Beatrice, Nebraska approximately 40 miles south
of Lincoln, Nebraska. BCH is a CAH operating 25 acute-care beds.
Other entities include two HUD housing projects and a congregate
living facility. Total revenues were $56.2 million in audited
fiscal 2013.
STEADY CASH FLOW
Fiscal 2013 was the first full year in the replacement facility
(opened February 2012) and BCH benefited from good physician
recruitment and clinical growth. Leadership remained committed to
growing the medical staff, which increased to 25 active members up
from 20 in 2011. BCH's total revenue increased significantly by
20% in fiscal 2013, and management was successful in limiting
total expense growth to 18% thus preserving solid profitability.
For fiscal 2014, management is budgeting for a steady operating
EBITDA margin near 19%, which is reasonable against interim
results and prior year performance. The fiscal 2014 budget also
includes $1.9 million of meaningful use funds.
LIQUIDITY IMPROVEMENT
Solid cash flow in fiscal 2013 and into 2014 has resulted in some
balance sheet growth, to 11.9 million at Dec. 31, 2013 from a low
$7.8 million at fiscal year-end 2012. Fitch excludes board
designated funds for self-insurance from unrestricted liquidity,
which differs from the liquidity covenant calculation. BCH had
$13.3 million and 100.9 DCOH per its covenant calculation at
fiscal 2013, which includes approximately $952 thousand in board
designated funds for health insurance claims.
Further incremental growth is expected in fiscal 2014 and beyond
as BCH expects to produce steady operating cash flow and maintain
a manageable level of capital spending. Consistent and meaningful
balance sheet improvement to levels in excess of Fitch's 'BBB'
category medians is a necessary precursor to any consideration of
upward rating movement.
HIGH DEBT LEVEL
BCH remains heavily leveraged, and its balance sheet remains light
against its debt burden. BCH has $43 million of long-term debt
outstanding, which is 100% fixed rate. As of Dec. 31, 2013, BCH
had 27.9% cash to debt and a 3.2x cushion ratio, versus Fitch's
'BBB' medians of 91.7% and 10.2x, respectively. Operating in a
new facility which opened in early 2012 will limit BCH's capital
needs going forward. BCH is planning for up to $1.5 million in
capital expenditures for fiscal 2014, well below its annual
depreciation expense. While capital plans include a $6.6 million
medical office and ambulatory expansion over the next several
years, these capital needs should be supported by cash flow with
no additional debt expected.
CAH DESIGNATION
BCH's market position and its CAH designation should provide for
some revenue stability over the near-to-medium term, and help to
offset the risks associated with its small revenue base. However,
Fitch notes that the long term viability of the CAH program is
uncertain, and that any changes to that program could have a
material impact on BCH's credit profile and rating. Management
recognizes the risk associated with the reduction in this
supplemental funding and has long term plans to operate on a
breakeven basis absent the supplemental funds, which Fitch views
favorably.
CONTINUING DISCLOSURE
BCH only covenants to provide audited annual financial statements
150 days after the year-end close to bondholders via the Municipal
Securities Rulemaking Board's Electronic Municipal Market Access
system (EMMA), which Fitch views negatively. However, BCH
provides voluntary quarterly disclosure via EMMA. Disclosure to
Fitch has been timely and thorough.
BELLE FOODS: Extension of Deadline to Decide on Leases Sought
-------------------------------------------------------------
Belle Foods LLC and Associated Wholesale Grocers, Inc., the buyer
of certain of its assets, filed a motion to extend the deadline to
assume or reject the debtor's lease of real property in
Tuscaloosa, Alabama operated by the debtor as Store Number 84.
This is the debtor's second request for an extension. The movants
explain that since the first extension of the deadline, the
property was appraised for its fair rental value but that "the
interested parties require more time to review the appraisal and
explore their options." They argue that without the extension,
the lease would be deemed automatically rejected requiring the
debtor to immediately surrender the premises to the landlord
"which may have immediate and negative consequences for the
Debtor, Buyer, BRNK, and consequentially, Debtor's bankruptcy
estate." Further, pursuant to a prior order regarding
disbursement of escrowed funds relating to the purchase of assets
by the buyer, the movants disclose that the lenders shall forward
the landlord $1,578.60 to cure the lease if it is assumed.
About Belle Foods
Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.
The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller. The stores are in Florida, Georgia,
Alabama and Mississippi.
D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.
Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.
The Debtor reported total assets of $64,972,059 and estimated
liabilities of $16,627,087.
BIOZONE PHARMACEUTICALS: Incurs $23.7 Million Net Loss in 2013
--------------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to the Company of $23.75 million on $0 of
sales for the year ended Dec. 31, 2013, as compared with a net
loss attributable to the Company of $7.96 million on $0 of sales
for the year ended Dec. 31, 2012.
As of Dec. 31, 2013, the Company had $6.45 million in total
assets, $12.48 million in total liabilities, all current, and a
$6.02 million total shareholders' deficit.
Paritz & Company. P.A., in Hackensack, New Jersey, did not issue
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. Paritz and Company
previously expressed substantial doubt about the Company's ability
to continue as a going concern following the 2012 annual results.
The independent auditors noted that the Company has incurred
operating losses for its last two fiscal years, has a working
capital deficiency of $5,255,220, and an accumulated deficit of
$14,128,079.
A copy of the Form 10-K is available for free at:
http://is.gd/YPoaGp
About Biozone Pharmaceuticals
Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours. The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com. During late February 2011, the Company began to
explore alternatives to its original business plan. On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products. On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.
Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses. On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date. Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.
On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.
BLACKPOOL INVESTORS: Proposed Interest Rate for City Life Nixed
---------------------------------------------------------------
Bankruptcy Judge Rosemary Gambardella denied Blackpool Investors
Group, Ltd.'s motion to set post-petition interest rate on City
Life Properties LLC's tax sale certificate. She held that City
Life, as a tax sale certificate holder, has a "tax claim" under 11
U.S.C. Sec. 511(a) of the Bankruptcy Code and is therefore
entitled to the statutorily prescribed interest rate on that claim
pursuant to N.J.S.A. Sec. 54:4-67(a).
City Life holds a tax sale certificate against the Debtor's rental
property located at 411 Martin Luther King Jr. Boulevard, East
Orange, NJ. The Property is the only interest in real property
listed on Schedule A of Debtor's bankruptcy petition.
The Debtor's Amended Plan of Reorganization, filed May 24, 2013,
proposed to pay City Life's claim of $117,538.08 in full over a
term of 120 months at a reduced interest rate of 3.5%, resulting
in monthly payments of approximately $1,162.28 over 10 years.
On May 29, 2013, City Life filed a Supplemental Objection to
Confirmation of the Debtor's Plan, noting that the Debtor had
rejected its May 27 proposal that its claim be paid over a term of
60 months at a reduced interest rate of 15.0%, resulting in
monthly payments of approximately $2,796.20 over five years.
City Life argued that the Debtor will have the sufficient
financial ability to repay its tax sales lien at 15.0% over five
years once the lease agreement with Dolgencorp, LLC is executed
based on the terms of the lease agreement which state that the
Debtor will be receiving a minimum of $11,375.00 for the first
five years with Dolgencorp responsible for the payment of future
municipal taxes City Life also argued that "as a general policy,
there would be a chilling effect on tax sale auctions and the
municipality if the bargained-for interest of winning bidders
would be greatly reduced in Bankruptcy."
The Debtor's original Chapter 11 plan, filed Dec. 4, 2012,
proposed to pay City Life's secured claim "in full over one
hundred eighty (180) months at a reduced interest rate of 1.25%."
The Disclosure Statement explaining the Original Plan was approved
on Feb. 26, 2013.
A copy of the Court's April 4, 2014 Opinion is available at
http://is.gd/sQkqpOfrom Leagle.com.
Blackpool Investors Group, LTD, filed a Chapter 11 petition
(Bankr. D. N.J. Case No. 12-24599) on June 6, 2012, listing under
$1 million in both assets and liabilities. Nicholas S. Herron,
Esq., at the Law Offices of Seymour Wasserstrum, serves as the
Debtor's counsel.
BMC SOFTWARE: Moody's Lowers Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service downgraded BMC Software Finance Inc.'s
corporate family rating to B3 from B2 and probability of default
rating to B3-PD from B2-PD. Moody's affirmed ratings on existing
debt facilities as outlined below. Moody's also assigned a Caa2
rating to parent, Boxer Parent Company Inc.'s proposed PIK Toggle
Notes. The new notes will be used to finance an equity
distribution to private equity owners led by Bain Capital and
Golden Gate Capital. The ratings outlook is stable.
Ratings Rationale
The downgrade of the corporate family rating to B3 is driven by
the distribution to owners and increase in debt shortly after
closing the LBO while a restructuring is still underway. As a
result of the distribution, the effective amount of equity is
reduced to approximately 7% of total capitalization (depending on
the final size of the proposed notes and distribution) from an
already low 17% at close of the buyout in September 2013. Debt to
EBITDA increases to approximately 7x pro forma for certain cost
actions already underway based on December 31, 2013 results (and
well above 7x including those costs). The ratings also reflect the
strength of BMC's market position as a leading independent
provider of IT systems management software solutions, the
resiliency of its high-margin mainframe software business and
resultant cash generating capabilities. BMC's mainframe segment,
though a slow growth business, is very stable and is estimated to
generate two-thirds or greater of the company's operating profit
and cash flow. Free cash flow to debt levels are expected to be
below 5% however which is characteristic of B3 rated software
companies.
The company is in the midst of a restructuring that is expected to
significantly lower the cost base of the business. Although
bookings are up year over year, since closing of the buyout, some
of the increase in bookings is due to a lengthening of contract
terms. As a result average annualized booking levels are down.
Revenues and EBITDA are down year over year as well.
Liquidity is expected to be good based on $388 million of cash on
hand as of December 31, 2013 (and estimated at $650-660 million at
March 31, 2014) as well as an undrawn $350 million revolver. The
company's SGL rating will be withdrawn as the company no longer
files public financials.
Ratings could be upgraded if free cash flow to debt levels exceed
5% on a sustained basis and free cash flow is expected to grow,
particularly if the company demonstrates a commitment to reducing
debt. The ratings could face downgrade if leverage exceeds 8x or
free cash flow to debt is negative on other than a temporary
basis.
The following ratings were affected:
Downgrades:
Issuer: BMC Software Finance, Inc
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Corporate Family Rating, Downgraded to B3 from B2
Assignments:
Issuer: Boxer Parent Company, Inc.
PIK Toggle Senior Unsecured Notes, Assigned Caa2, LGD6, 94 %
Affirmations:
Issuer: BMC Software Finance, Inc
Senior Secured Revolving Bank Credit Facility Sep 10, 2018,
Affirmed B1, LGD2, 28 % from a range of LGD3, 33 %
Senior Secured Term Bank Credit Facility Sep 10, 2020, Affirmed
B1, LGD2, 28 % from a range of LGD3, 33 %
8.125% Senior Unsecured Regular Bond/Debenture Jul 15, 2021,
Affirmed Caa1, LGD5, 78 % from a range of LGD5, 88 %
Issuer: BMC Software Inc.
7.25% Senior Unsecured Regular Bond/Debenture Jun 1, 2018,
Affirmed Caa1, LGD5, 78 % from a range of LGD5, 88 %
4.5% Senior Unsecured Regular Bond/Debenture Dec 1, 2022,
Affirmed Caa1, LGD5, 78 % from a range of LGD5, 88 %
4.25% Senior Unsecured Regular Bond/Debenture Feb 15, 2022,
Affirmed Caa1, LGD5, 78 % from a range of LGD5, 88 %
Issuer: ESM Foreign Holdco, Inc.
Senior Secured Term Bank Credit Facility Sep 10, 2020, Affirmed
Ba3, LGD2, 24 % from a range of LGD3, 32 %
Euro-denominated Senior Secured Term Bank Credit Facility
Sep 10, 2020, Affirmed Ba3, LGD2, 24 % from a range of LGD3,
32 %
Outlook, Stable
BMC is a provider of a broad range IT management software tools
and had revenues of $2.1 billion for the twelve months ended
December 31, 2013. The company is headquartered in Houston, TX.
BMC SOFTWARE: S&P Cuts CCR to 'B' After Dividend Recapitalization
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Houston-based BMC Software Inc. to 'B' from `B+'.
The outlook is stable.
At the same time, S&P assigned a 'CCC+' issue-level rating to the
holding company's $500 million contingent cash pay notes due 2019.
The '6' recovery rating indicates S&P's expectation for negligible
recovery (0% to 10%) in the event of payment default.
S&P is also lowering the issue-level ratings on the company's
existing senior secured and senior unsecured debt by one notch.
The recovery ratings remain the same.
"The downgrade reflects our view that the incremental debt
issuance will result in a further deterioration in BMC's 'highly
leveraged' financial risk profile following its LBO in September
2013," said Standard & Poor's credit analyst Phil Schrank.
Pro forma debt to EBITDA will be above the 7x area and free cash
flow to total debt will be in the mid-to low-single-digit area.
The stable outlook reflects S&P's expectation that the company
will continue to experience revenue growth while maintaining its
current profitability levels, leading to good FOCF generation.
S&P may lower the rating if profitability deteriorates, if debt
rises from current levels, or if annual free cash flow drops below
$150 million.
An upgrade is unlikely over the next 12 months due to the
company's current high leverage and S&P's view that its private
equity ownership structure likely precludes sustained
deleveraging.
BRIER CREEK: Court Enters Final Decree Closing Chapter 11 Case
--------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina entered on April 2, 2014, a
final decree closing the Chapter 11 case of Brier Creek Corporate
Center Associates Limited Partnership.
As reported in the Troubled Company Reporter, the Debtor stated in
a Jan. 30, 2014 court filing that the Plan has been substantially
consummated, and that no matters in the case remain for
consideration or disposition by the Court. The Plan provided that
the Debtor will use rental income generated by the property owned
by the Debtor, as well as funds borrowed from other related
companies, to fund payments under the Plan. The Debtor is making
payments on the allowed claims as required by the terms of the
Plan.
The final fee application of professionals retained by the Debtor
will be filed in the lead case of Brier Creek Corporate Center
Associates Limited Partnership contemporaneously with the filing
of the final report and account of the estate in the proceeding.
The Court confirmed the Debtors' First Amended and Restated Joint
Plan of Reorganization dated April 22, 2013.
About Brier Creek Corporate
Brier Creek Corporate Center Associates Limited and eight other
related affiliates filed for Chapter 11 protection (Bankr.
E.D.N.C. Lead Case No. 12-01855) on March 9, 2012. The Debtors
own real property located in Wake County, North Carolina and
Mecklenburg County, North Carolina. In most instances, the real
property owned by the Debtors consists of land upon which is
constructed commercial or industrial buildings consisting of
office, service or retail space.
The other debtors are Brier Creek Office #4, LLC; Brier Creek
Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail
at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC;
Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5,
LLC; and Whitehall Corporate Center #6, LLC.
Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space. Whitehall has 146 acres and will
have 4 million square feet on completion. Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.
Judge Stephani W. Humrickhouse oversees the case. Northen Blue,
LLP, serves as counsel to the Debtors. C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel. Grant Thornton LLP is the accountant. Bidencope &
Associates was hired as appraiser. The petitions were signed by
Terry Bradshaw, vice president.
Brier Creek's other affiliated entities are Cary Creek Limited
Partnership; Shopton Ridge Business Park Limited Partnership; AAC
Retail Property Development and Acquisition Fund, LLC; American
Asset Corporation Companies Limited; and American Asset
Corporation. Cary Creek Limited Partnership filed a voluntary
petition on Jan. 3, 2013. By order entered Jan. 10, 2013, the
bankruptcy case of Cary Creek Limited Partnership was consolidated
with the other debtors' cases and all of the cases are now being
jointly administered for procedural purposes only.
BROWN PUBLISHING: Avoidance Suit v. Hudson Printing Tossed
----------------------------------------------------------
Bankruptcy Judge Robert E. Grossman dismissed an adversary
proceeding commenced by the Brown Publishing Company Liquidating
Trust, which seeks to avoid and recover transfers from the Brown
Publishing Company to defendant Hudson Printing Company. The
Trust, which was granted the authority to commence this action on
behalf of the jointly-administered estates under the Debtors'
confirmed plan, alleges Brown made three transfers totaling
$66,176.80 to the Defendant for the benefit of Utah Business
Publishers, LLC, a subsidiary of Brown and a Chapter 11 debtor.
According to Judge Grossman, the Trust has failed to establish
that the Transfers are subject to avoidance as set forth in the
complaint. The judge said the Transfers cannot be recovered from
the Defendant pursuant to 11 U.S.C. Sec. 550; and the Defendant's
claims are also not subject to disallowance under Sec. 502 or
general principles of set-off and recoupment.
The Trust alleges the Transfers are avoidable as statutory
preferences, constructively fraudulent conveyances and/or post-
petition transfers. The Trust further alleges that if the
Transfers are avoided under any of these theories, the Transfers
are recoverable from Defendant pursuant to Sec. 550, and that the
Defendant's proofs of claim filed in the Utah bankruptcy for sums
remaining due and owing by Utah must be disallowed pursuant to
Sec. 502 and under general principles of set-off and recoupment.
The Court noted that the Trust devoted scant attention to the
preference cause of action at trial, merely alleging in conclusory
terms that the Transfers were avoidable as preferences. While the
Transfers may fit within the definition of a preference set forth
in Sec. 547(b), the Defendant successfully established two
statutory defenses to defeat the preference claim; first, that the
Transfers were for debts incurred in the ordinary course of
business and paid in the ordinary course of business between the
relevant parties pursuant to section 547(c)(2), and second, that
the Defendant provided unsecured new value subsequent to the
Transfers that remains unpaid pursuant to section 547(c)(1).
The Trust acknowledged at trial that the Transfers were made in
the ordinary course of business, as it was customary for Brown to
sweep Utah's account on a daily basis, and for Brown to pay all of
Utah's debts, including the debts owed to Hudson. In addition,
based on the proofs of claims filed by Hudson, Hudson provided
services to Utah after the Transfers which remain due and owing,
and which exceed the amount of the Transfers. As for the theory
that the Transfers are recoverable under Sec. 549, there is
simply no evidence to support the Trust's allegation in the
complaint that the Transfers occurred post-petition.
The Judge said the constructive fraudulent conveyance claim under
section 548(a)(1)(B) requires an examination of the circumstances
under which payments made by a parent to satisfy obligations of
its subsidiary are recoverable for the benefit of the parent's
bankruptcy estate. This analysis turns on the extent to which the
parent receives a benefit, and whether this benefit constitutes
reasonably equivalent value to the parent. In this case, the
Trust failed to establish that Brown received less than reasonably
equivalent value in exchange for the Transfers.
The Trust asserts that Brown itself received little to no value
for the Transfers because the Transfers paid an obligation
incurred by Utah. The Trust also claims that Brown and Utah are
two legally distinct entities, and at best, all that Brown
received in exchange for the Transfers was an intercompany credit
that was worthless, because both Brown and Utah were hopelessly
insolvent.
According to Judge Grossman, while the insolvency of Brown is a
necessary element of this cause of action, satisfying this element
does not resolve whether Brown received reasonably equivalent
value for the Transfers. By focusing on the alleged insolvency of
Brown and the large intercompany debt owed by Utah to Brown, the
Trust misses the point that Brown received tangible and intangible
indirect benefits from the Transfers. Despite the fact that Brown
and Utah were separate legal entities, Brown and Utah operated as
a single economic unit. Brown retained all of the income
generated by Utah and paid all of Utah's obligations. Each time
the cash was swept out of Utah's bank account and into Brown's
account, which happened on a regular basis, Brown received a
measurable benefit. Brown used the funds generated by Utah's
operations to pay down Brown's working capital line and expand its
borrowing base.
In addition to these benefits, Brown reaped the benefit of Utah's
increasing value. By paying Hudson, Brown ensured that Utah's
publications would be printed on time and without interruption,
preserving Utah's goodwill and reputation, and increasing the
amount Brown ultimately received upon the sale of Utah during the
bankruptcy proceeding. Permitting the Trust to recover the
Transfers while Brown retains all of the benefits generated by
Utah is not consistent with the purpose or intent of Sec.
548(a)(1)(B), which is to preserve the estate for creditors, but
not at the expense of creditors who provide fair consideration in
exchange for a transfer, Judge Grossman said, citing Rubin v.
Manufacturers Hanover Trust Co., 661 F.2d 979, 991 (2d Cir.
1981)("[I]f the debtor receives property . . . that is
substantially equivalent in value to the property given or
obligation incurred by him in exchange, then the transaction has
not significantly affected his estate and his creditors have no
cause to complain.").
The case is, THE BROWN PUBLISHING COMPANY LIQUIDATING TRUST, LLC,
Plaintiff, v. HUDSON PRINTING CO, Defendant, Adv. Proc. No. 8-12-
08173-reg (E.D.N.Y.). A copy of the Court's April 3, 2014
Decision After Trial is available at http://is.gd/yrItK2from
Leagle.com.
About Brown Publishing
The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1,
2010. BPC estimated $10 million to $50 million in assets and
debts in its Chapter 11 petition. Edward M. Fox, Esq., and Eric
T. Moser, Esq., at K&L Gates LLP, served as counsel for the
Debtors.
BPC is a privately held community news and information
corporation, organized under the laws of the State of Ohio that,
prior to the sale of its assets, had been one of the largest
newspaper publishers in Ohio, and also operated publications in
Illinois, South Carolina, Texas and Utah.
Roy E. Brown, former CEO, shareholder, and director of each of the
debtors, and other insiders of the Debtors formed Brown Media
Corporation to acquire the assets and serve as stalking horse
bidder. BMC offered a stalking horse bid of $15.3 million cash
plus additional consideration. The auction commenced July 19,
2010 and lasted into the early morning hours of July 20. With the
exception of certain assets of the Debtors located in Van Wert,
Ada and Putnam, Ohio that were sold to Delphos Herald, Inc., BMC
was the successful bidder with respect to substantially all of the
Debtors's remaining assets after making the highest and best offer
for $22.4 million cash plus additional consideration. PNC Bank,
N.A., a secured creditor of the Debtors, was the next successful
bidder after BMC.
BMC, however, lost financing and failed to close on the sale. The
insiders had obtained a commitment from Guggenheim Corporate
Funding, LLC and/or one of its affiliates for financing.
Subsequently, the Court approved the asset purchase agreements for
the sale of the Debtors' assets to PNC's assignee, Ohio Community
Media LLC, and to ISIS Ventures Partners LLC pursuant to orders
dated Sept. 3, 2010. ISIS formed Dan's Papers Holdings LLC to
purchase the assets of one of the Debtors, Dan's Papers, for
$1,750,000. PNC agreed to pay $21,750,000 for substantially all
of the Debtors remaining assets. The total purchase price
tendered for the Debtors' assets, including cash and debt
forgiveness, was about $27.09 million.
On June 16, 2011, the Court entered an order confirming the
Debtors' chapter 11 plan which provided that any remaining assets
of the Debtors' bankruptcy estate that were not sold pursuant to
the Auction Sale, including all claims and causes of action, would
vest in a trust.
CAESARS ENTERTAINMENT: S&P Lowers CCR to 'CCC-'; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and
wholly owned subsidiaries, Caesars Entertainment Operating Co.
(CEOC) and Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'. S&P removed all ratings from CreditWatch,
where they were placed with negative implications on March 5,
2014. The outlook is negative.
At the same time, S&P revised its recovery rating on CEOC's first-
lien debt to '3' (50% to 70% recovery expectation) from '2' (70%
to 90% recovery expectation) and lowered our issue-level ratings
to 'CCC-', in accordance with S&P's notching criteria. The
revised recovery rating reflects reduced recovery prospects for
first-lien lenders due to the reduction in enterprise value
attributable to the anticipated sale of assets to Caesars Growth
Partners (CGP), which S&P believes will not be fully offset by
debt repayment even assuming all proceeds are used for debt
reduction.
S&P also lowered all remaining issue-level ratings on CEOC's,
CERP's, and Chester Downs' debt by two notches, in accordance with
S&P's notching criteria. S&P's recovery ratings on these debt
issues remain unchanged. S&P also removed all issue-level ratings
from CreditWatch negative.
The downgrade reflects S&P's expectation that Caesars' capital
structure is unsustainable, and the amount of cash the company
will burn in 2014 and 2015 creates conditions under which S&P
believes a restructuring of some form is increasingly likely over
the near term absent an unanticipated significantly favorable
change in operating performance. Furthermore, S&P believes the
proposed sale of assets to CGP is the first of a series of steps,
which could include exchange offers, that Caesars is likely to
undertake in 2014 to address CEOC's unsustainable capital
structure. The proposed sale of assets to CGP is a leveraging
event for Caesars because it is selling these assets at a lower
aggregate multiple than its current total debt leverage, and S&P
believes recovery prospects are lower for lenders as a result.
S&P thinks this increases the likelihood that Caesars will pursue
an exchange offer over the near term.
S&P expects Caesars to use substantial cash to meet interest
expense, capital expenditures, and debt maturities over the next
year and forecast that the company will burn more than $1.2
billion in cash in 2014 to meet approximately $3 billion in fixed
charges. S&P do not expect that Caesars will have sufficient
liquidity in 2015 to meet its estimate of fixed charges, absent
additional asset sales or access to the capital markets. S&P
estimates fixed charges, including interest, capital expenditures,
and debt maturities, will approximate $3.5 billion in 2015.
CALIFORNIA PIZZA: Moody's Affirms B2 Bank Rating; Outlook Neg.
--------------------------------------------------------------
Moody's Investors Service affirmed California Pizza Kitchen's,
(CPK) B2 senior secured bank facility ratings, B3 Corporate Family
Rating and Caa1-PD Probability of Default Ratings. In addition,
the outlook was changed to negative from stable.
Ratings Rationale
"The change in outlook to negative from stable reflects CPK's
weaker than expected same restaurant sales and operating
performance that has resulted in debt protection metrics below our
previous expectations" stated Bill Fahy, Moody's Senior Credit
Officer. "The outlook also reflects our view that soft consumer
spending and high level of discounts and promotions from
competitors will make it difficult to materially improve debt
protection metrics over the intermediate term" stated Fahy.
The B3 Corporate Family Rating reflects CPK's high leverage,
modest interest coverage, and continued weak same store sales
performance. The ratings also incorporate CPK's modest scale and
geographic concentration relative to comparable casual dining
concepts. The ratings are supported by CPK's high level of brand
awareness, various strategic initiatives to reduce costs and
enhance the customer experience, and adequate liquidity.
Ratings affirmed are:
Corporate Family Rating at B3
Probability of Default Rating at Caa1-PD
$30 million guaranteed senior secured revolver due 2018 at B2
(LGD 2, 29% from LGD3, 30%)
$370 million guaranteed senior secured term loan due 2018 at B2
(LGD2 ,29 % from LGD3, 30%)
Stabilization of the outlook could occur over time with a
sustained improvement in operating performance -- particularly
same store sales and traffic -- along with a sustained
strengthening of credit metrics. The ratings could be upgraded if
CPK demonstrates positive same store sales performance and
improving profitability such that Debt to EBITDA is expected to be
sustained near 5.5 times and EBITDA less Capex coverage of
interest at over 2.0 times. An upgrade would also require at least
adequate liquidity.
The ratings could be downgraded if same store sales remain weak
and the company fails to strengthen debt protection metrics from
current levels such that leverage is sustained over 6.5 times or
EBITDA less capex to interest at under 1.25 times. A material
deterioration in liquidity could also pressure the ratings.
California Pizza Kitchen, Inc. (CPK) is an owner, operator and
franchisor with approximately 275 casual dining restaurants in 32
states and 11 countries. Annual net revenues are approximately
$605 million.
The principal methodology used in this rating was the Global
Restaurant Methodology published in June 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.
CAMBIUM LEARNING: S&P Affirms 'CCC+' CCR; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Dallas, Texas-based Cambium Learning Group Inc.
The outlook is negative.
At the same time, S&P revised its recovery rating on the company's
$175 million 9.75% senior secured notes due 2017 to '4',
indicating S&P's expectation for average (30% to 50%) recovery for
lenders in the event of a payment default, from '5'. S&P
subsequently raised its issue-level rating on this debt to 'CCC+'
from 'CCC'.
The recovery rating revision reflects S&P's expectation for
slightly improved recovery prospects under its simulated default
scenario, following the March 2014 termination of the company's
$40 million credit facility.
The 'CCC+' corporate credit rating on Cambium Learning reflects
S&P's assessment of the business risk profile as "vulnerable" and
its financial risk profile as "highly leveraged."
S&P considers the company's business risk profile vulnerable,
according to its criteria, because of the cyclicality of
government funding for education and the effect of that
cyclicality on Cambium's operating performance. S&P believes that
the company may continue to underperform because of difficulties
in competing with larger, better-capitalized competitors with more
significant digital learning capabilities. Cambium has lost
market share to technology-based competitors and may face
increased competition from traditional textbook publishers, which
may increase their offerings of supplemental intervention products
as part of their core programs.
As a small, niche provider of supplemental educational products
with two of its four segments serving underperforming and special
education students, Cambium is at a competitive disadvantage to
peers. Cambium has a smaller presence in faster-growing
technology-delivered content, and limited content investment
resources. In addition, roughly 16% of its sales are from
California and Florida, which face budgetary pressure and could
materially reduce their purchases. The intervention market relies
heavily on declining federal funding, accounting for roughly one-
half of revenues, compared with only about 10% for traditional
kindergarten-through-12th grade, core curriculum publishers.
CAMPOSOL SA: Commences Consent Solicitation to Waive Covenant
-------------------------------------------------------------
Camposol S.A. on April 8 disclosed that it has commenced a
solicitation ()Solicitation") of consents ()Consents") upon the
terms and subject to the conditions set forth in a Notice of
Consent Solicitation ()Notice") and the related Consent Form
()Consent Form"), each dated as of April 8, 2014, to a proposed
waiver ()Proposed Waiver") of certain provisions of the Indenture,
dated as of February 2, 2012 ()Indenture"), among the Company,
Camposol Holding Ltd., as Parent Guarantor, Campoinca S.A. and
Marinazul S.A., as Subsidiary Guarantors, and Wells Fargo Bank,
National Association, as trustee ()Trustee"), registrar, transfer
agent and paying agent, governing its 9.875% Senior Notes due 2017
()Notes") (CUSIP Nos. 134638AA3 (Rule 144A Global Note) and
P19189AA0 (Regulation S Global Note); ISIN Nos. US134638AA39 (Rule
144A Global Note) and USP19189AA04 (Regulation S Global Note)).
The Company is soliciting Consents from the holders of the Notes
to waive the covenant contained in Section 4.1(a)(i) of the
Indenture, "Limitation on Indebtedness and Disqualified Stock," so
as to permit the Company to incur up to US$75 million in principal
amount of new indebtedness on or before May 15, 2014, to fund its
planned capital expenditures, including investments in
plantations, particularly blueberries and shrimp plantations, as
well as investments to expand its infrastructure. If the covenant
in Section 4.1(a)(i) of the Indenture is not waived as set forth
in the Notice, the financial test set forth in the Indenture would
not be satisfied in connection with the new indebtedness and the
new indebtedness would not be Permitted Indebtedness (as defined
in the Indenture).
The Solicitation will expire at 5:00 p.m., New York City time, on
April 16, 2014, or such later time and date to which the
Solicitation is extended (such time and date, the "Expiration
Time"), unless earlier terminated. The Solicitation is subject to
customary conditions, including, among other things, the receipt
of valid Consents with respect to a majority in aggregate
principal amount of the outstanding Notes ()Requisite Consents")
prior to the Expiration Time ()Supplemental Indenture") giving
effect to the Proposed Waiver and the Expiration Time).
In the event that each of the conditions to the Solicitation
described in the Notice are satisfied, including, but not limited
to, the receipt of the Requisite Consents and the satisfaction of
the financing condition, the Company will pay to each person who
is the holder of record of Notes as of 5:00 p.m., New York City
time, on April 7, 2014 (each such holder, a "Holder"), who has
delivered a valid Consent in respect of such Notes prior to the
Expiration Time (and has not validly revoked its Consent prior to
the earlier of the execution of the Supplemental Indenture and the
Expiration Time), US$5.00 in cash for each US$1,000 principal
amount of such Notes in respect of which a valid Consent was so
delivered (and was not validly revoked) (the "Consent Fee"). The
Company will pay the Consent Fee at such time as all of the
conditions enumerated in the Notice have been satisfied or waived
by the Company. Holders of Notes who deliver Consents but validly
revoke their Consent in accordance with the Notice prior to the
earlier of the execution of the Supplemental Indenture and the
Expiration Time, or who deliver Consents after the Expiration
Time, will not receive a Consent Fee. Subject to applicable law,
the Solicitation may be abandoned or terminated for any reason at
any time, including after the Expiration Time and prior to the
Proposed Waiver becoming operative, as described below, whether or
not the Requisite Consents have been received, in which case any
Consents received will be voided and no Consent Fee will be paid
to any Holders.
If the Requisite Consents are received prior to the Expiration
Time (which Consents have not been validly revoked prior to the
earlier of the execution of the Supplemental Indenture and the
Expiration Time), the Company, the Parent Guarantor and each
Subsidiary Guarantor intend to execute the Supplemental Indenture
promptly following the receipt of the Requisite Consents, which
may be before the Expiration Time. If the Supplemental Indenture
is entered into by the Company, the Parent Guarantor, the
Subsidiary Guarantors and the Trustee and all of the other
conditions to the Solicitation are satisfied or waived by the
Company, the Proposed Waiver will become operative and will bind
all Holders of the Notes, including those that did not give their
Consent. If the Requisite Consents are not received prior to the
Expiration Time, the Supplemental Indenture will not be executed,
the Proposed Waiver will not become operative and the Consent Fee
will not be paid.
The Company has engaged Credit Suisse Securities (USA) LLC and
Santander Investment Securities, Inc. to act as Solicitation
Agents and D.F. King & Co., Inc. to act as Information and
Tabulation Agent for the Solicitation. Questions regarding the
Solicitation may be directed to Credit Suisse Securities (USA) LLC
at +1 (800) 820-1653 (toll-free) or +1 (212) 538-2147 (collect)
and Santander Investment Securities, Inc. at +1 (212) 583-4652 or
+1 (212) 407-7822 (collect). Requests for documents relating to
the Solicitation may be directed to D.F. King & Co., Inc. at +1
(800) 549-6746 (toll-free), +1 (212) 269-5550 (banks and brokers)
or by email to camposol@dfking.com
About Camposol
Camposol is an agro industrial company in Peru. It is the largest
exporter of white asparagus and the largest producer of Hass
avocadoes in the world as measured by the number of planted
hectares. It is involved in the harvest, processing and marketing
of high quality agricultural products such as avocadoes,
asparagus, grapes, mangoes, peppers, artichokes, tangerines and
blueberries; which are exported to key markets in Europe, the
United States and Asia.
CAPABILITY RANCH: Court Closes Chapter 11 Cases
-----------------------------------------------
The Court, at the behest of Capability Ranch, LLC, has entered a
final decree closing its Chapter 11 cases.
No party appeared at the hearing or filed an objection to the
final decree.
David A. Colvin, Esq., at Marquis Aurbach Coffing, in Las Vegas,
Nevada, relates that there are no pending motions and contested
items, the deadline to file a proof of claim has passed, and that
Capability Ranch has successfully confirmed its plan.
Mr. Colvin adds that the ranch has disbursed all funds requiring
immediate payment, thus consummating the confirmed plan.
Rule 3022 of the Federal Rules of Bankruptcy Procedure states that
"after an estate is fully administered in a chapter 11
reorganization case, the court, on its own motion or on motion of
a party in interest, shall enter a final decree closing the case."
The final decree closing the case is without prejudice to the
reopening of the case for further administration.
About Capability Ranch
Las Vegas-based Capability Ranch, LLC, fdba Monroe Property
Company, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case
No. 12-21121) on Sept. 21, 2012.
Bankruptcy Judge Bruce A. Markell originally oversaw the case.
The Hon. Laurel E. Davis later assumed the case.
Thomas H. Fell, Esq., at Gordon Silver, was initially hired as
bankruptcy counsel. In August 2013, Gordon Silver was later
replaced by David A. Colvin, Esq., at Marquis Aurbach Coffing.
August B. Landis, Acting United States Trustee for Region 17,
informed the Bankruptcy Court in January 2013 that he was unable
to form an official committee of unsecured creditors in the case.
The Acting U.S. Trustee said he has solicited the eligible
creditors listed by the Debtor, but there was an insufficient
response to the solicitation to form a committee.
Capability Ranch disclosed $50,253,785 in assets and $88,476,018
in liabilities as of Chapter 11 filing. The Debtor said it owns
property on 40060 Paws Up Road in Greenough, Montana. The
property is a 37,000-acre luxury Montana ranch and Montana resort.
According to http://www.pawsup.com/,The Resort at Paws Up has 28
luxury vacation homes and 24 luxury camping tents. The resort
offers horseback riding, fly fishing, and spa treatments.
On Sept. 27, 2013, the Bankruptcy Court confirmed Capability
Ranch, LLC's First Amended Plan dated June 17, 2013, as amended by
the Amendment to Debtor's First Amended Plan of Reorganization
dated June 19, 2013.
CENTENNIAL BEVERAGE: Amended Liquidation Plan Declared Effective
----------------------------------------------------------------
Centennial Beverage Group, LLC, notified the U.S. Bankruptcy Court
for the Northern District of Texas that the Effective Date of its
Second Amended Plan of Liquidation occurred on March 12, 2014.
On Feb. 12, the Court entered an order confirming the Plan and the
conditions precedent to effectiveness of the Plan have occurred.
Hon. Barbara J. Houser has issued an order that, if the
application for final decree is not filed within 180 days of the
entry of the order, a status conference will be held on Aug. 18,
2014, at 9:00 a.m.
Plan Overview
As reported by the Troubled Company Reporter, the Plan provides
for the liquidation of the Debtor's remaining assets and the
distribution of the Debtor's assets to creditors, pursuant to the
priority provisions of the Bankruptcy Code.
Under the Plan, the Debtor anticipates that allowed administrative
claims, allowed priority tax claims, if any, and allowed priority
non-tax claims, if any, will be paid in full. If the Debtor has
insufficient cash to treat claims in the manner required by
Bankruptcy Code Section 1129(a)(9), the Debtor anticipates that
certain estate professionals will agree to reduce the amount of
their professional fee claims or subordinate a portion of such
professional fee claims in order to ensure that sufficient funds
are available for compliance with Bankruptcy Code Section
1129(a)(9).
According to the Plan, to the extent that the Debtor has
insufficient cash to pay allowed administrative claims, allowed
priority tax claims, if any, and allowed priority non-tax claims,
if any, pursuant to the terms of the Plan, all such claims will
not be paid in full, and shall be paid in accordance with the
priority provisions of the Bankruptcy Code.
The Plan indicates that Compass Bank, the secured lender to the
Debtor, will receive, in full and final satisfaction of the
Compass Bank allowed secured claim, payment of the remaining
principal and interest due under a revolving loan agreement. For
payment of all other outstanding indebtedness owed to Compass Bank
under a certain indebtedness documents, including remaining
principal and interest, penalties, and fees -- including
attorneys' and advisors' fees -- Compass Bank will be entitled to
exercise all of its rights and remedies under that documents and
applicable law against parties other than the Debtor and assets
other than assets of the estate, assets of the liquidating trust
and the professional fee reserve, without further order or action
of the Bankruptcy Court, including, without limitation, the right
to foreclose on, take possession of, or otherwise liquidate the
assets of JWV Associates Ltd. JWV is limited partner of the
Debtor.
In addition, to the extent the JWV Assets are insufficient to
fully repay all outstanding amounts due under the indebtedness
documents, Compass Bank will receive the Compass Bank unsecured
claim, which claim will be in the full amount of any such
deficiency. All estate assets that remain after satisfaction of
allowed administrative claims, allowed priority tax claims, and
allowed priority non-tax claims will be distributed to the holders
of allowed general unsecured claims through a liquidation trust.
The Plan notes holders of interests will not receive any
distribution, and all interests in the Debtor will be canceled and
extinguished.
Plan Supplement
On Jan. 22, 2014, the Debtor filed a supplement to its Chapter 11
plan. The plan supplement contains a draft of the liquidation
trust agreement for the Centennial liquidation trust. Rob
Yaquinto will serve as the liquidation trustee for the Centennial
liquidation trust. A final draft of the liquidation trust
agreement will be made available at the hearing today.
A full-text copy of the Second Amended Disclosure Statement
explaining the Plan is available for free at http://is.gd/ESdGo4
A full-text copy of the Supplement to the Second Amended Plan is
available for free at http://is.gd/JkN9c9
In a separate order, the Court on March 6 approved a 15th
stipulation extending until the occurrence of the Effective Date
the Debtor's use of cash collateral in which Compass Bank asserts
an interest.
About Centennial Beverage
Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers. The 75-year-old-company once
had 70 stores throughout Texas. They are now concentrated in the
Dallas-Fort Worth area. Sales for the year ended in November 2012
were $158 million. Year-over-year, revenue was down 50%,
according to a court filing. In its schedules, the Debtor
disclosed $24,053,049 in assets and $48,451,881 in liabilities as
of the Petition Date.
Robert Dew Albergotti, Esq., and Ian T. Peck, Esq., at Haynes and
Boone, LLP, in Dallas, serve as counsel to the Debtor. M. Jack
Martin, III, Esq., at Jack Martin & Associates, in Austin, Tex.,
serves as special counsel. RGS LLC serves as the Debtor's
financial advisor. BYGH Tax Consulting is property tax consultant
to the Debtor.
The Official Committee of Unsecured Creditors retained Munsch
Hardt Kopf & Harr, P.C. as its attorneys, and Lain, Faulkner &
Co., P.C. as financial advisors.
CENTRAL FLORIDA PARKWAY: Case Summary & 5 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Central Florida Parkway Investments, LLC
aka Central Florida Shopping Center
aka Orlando South Shopping Center
aka Orlando South
1254 S. John Young Pkwy, Suite C
Kissimmee, FL 34741
Case No.: 14-04013
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Judge: Hon. Cynthia C. Jackson
Debtor's Counsel: Peter N Hill, Esq.
WOLFF HILL MCFARLIN & HERRON PA
1851 West Colonial Drive
Orlando, FL 32804
Tel: 407-648-0058
Fax: 407-648-0681
Email: phill@whmh.com
Total Assets: $74
Total Liabilities: $7.41 million
The petition was signed by Thomas E. Chalifoux, Jr., manager.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-4013.pdf
CENTRIX FINANCIAL: Judge Rules on Bid to Dismiss Suit v. Sutton
---------------------------------------------------------------
Colorado District Judge Philip A. Brimmer granted, in part, and
denied, in part, the Renewed Request for Ruling on Rule 12(b)
"Motion to Dismiss" filed by defendants in the case, CENTRIX
FINANCIAL LIQUIDATING TRUST, et al., Plaintiffs, v. ROBERT E.
SUTTON, et al., Defendants, Civil Action No. 09-cv-00088-PAB-CBS
(D. Colo.). A copy of the Court's April 2, 2014 Order is
available at http://is.gd/41sbC5from Leagle.com.
Sutton and defendant 6762 Potomac, LLC, filed proofs of claim for
general unsecured prepetition claims totaling approximately $280
million. They also filed motions for allowance and payment of
administrative claims totaling close to $250 million.
Plaintiffs Centrix Financial Liquidating Trust and Jeffrey A.
Weinman are represented by:
Ann Marie Uetz, Esq.
FOLEY & LARDNER, LLP
One Detroit Center
500 Woodward Avenue, Suite 2700
Detroit, MI 48226-3489
Tel: 313-234-7114
E-mail: auetz@foley.com
- and -
David B. Goroff, Esq.
Katherine E. Licup, Esq.
Robert Seth Bressler, Esq.
FOLEY & LARDNER, LLP
Tel: 312-832-5160
321 North Clark Street, Suite 2800
Chicago, IL 60654-5313
E-mail: dgoroff@foley.com
klicup@foley.com
rbressler@foley.com
Douglas W. Jessop, Esq.
JESSOP & COMPANY, PC
303 East 17th Avenue, Suite 930
Denver, CO 80203-1264
Tel: (303) 860-7700
Fax: (303) 860-7233
- and -
Jerold Oshinsky, Esq.
KASOWITZ, BENSON, TORRES & FRIEDMAN, LLP
2029 Century Park East, Suite 750
Los Angeles, CA 90067
Tel: (424) 288-7900
Fax: (310) 943-3551
E-mail: joshinsky@kasowitz.com
Defendants Robert E. Sutton and 6762 Potomac, LLC are represented
by:
Glenn W. Merrick, Esq.
G.W. MERRICK & ASSOCIATES, LLC
6300 S. Syracuse Way, Suite 220
Centennial, CO 80111
E-mail: gwm@gwmerrick.com
About Centrix Financial
Based in Reno, Nevada, Centrix Financial LLC was a subprime
auto lender.
Three of Centrix Financial's creditors, IFC Credit Corporation,
Suntrust Leasing, and Wells Fargo Equipment Finance, filed an
involuntary chapter 11 petition against the Debtors (Bankr.
D. Colo. Case No. 06-16403) on Sept. 15, 2006, alleging more
than $4.6 million owed. Lee M. Kutner, Esq., at Kutner Miller,
P.C., and David von Gunten, Esq., at Von Gunten Law LLC,
represented the petitioners.
Centrix and some affiliates filed voluntary Chapter 11
petitions (Bankr. D. Nev. Case No. 06-50631) on Sept. 19,
2006. CMGN LLC, another affiliate, filed its Chapter 11
petition (Bankr. D. Nev. Case No. 06-50631) on Sept. 4, 2006.
The Debtors' cases were consolidated and transferred (Bankr.
D. Colo. Case No. 06-16403) on Sept. 27, 2006. Craig D.
Hansen, Esq., Thomas J. Salerno, Esq., and Sean T. Cork, Esq.,
at Squire, Sanders & Dempsey, L.L.P.; and Lawrence Bass,
Esq., and Elizabeth K. Flaagan, Esq., at Holme Roberts & Owen LLP,
represent the Debtors. The Official Committee of Unsecured
Creditors was represented by Douglas W. Jessop, Esq., and Kerstin
E. Kass, Esq., at Jessop & Company, P.C., and Michael P. Richman,
Esq., at Foley & Lardner LLP. Kurtzman Carson Consultants LLC was
the Debtors' claims agent. In it Schedules filed with the
Court, Centrix Financial disclosed total assets of $23,928,171
and total debts of $109,189,359.
On February 6, 2007, the Bankruptcy Court authorized the sale of
substantially all of the Debtors' assets. On May 16, 2008, the
Bankruptcy Court confirmed the Second Amended Liquidating Chapter
11 Plan Proposed by the Debtors and Creditors' Committee Dated
January 25, 2008. The Centrix Liquidating Trust was created under
that chapter 11 plan and Jeffrey A. Weinman was appointed the
liquidating trustee.
CHINA NATURAL: Delays Filing of 2013 Annual Report With SEC
-----------------------------------------------------------
Shuwen Kang, Chief Executive Officer of China Natural Gas, Inc.,
said the Company was unable to compile the requisite financial
data and other narrative information necessary to prepare complete
financial statements to be included in the annual report on Form
10-K for the year ended December 31, 2013, and is unable to file
the annual report within the prescribed time period without
unreasonable effort or expense. The Company expects to file the
annual report within the extension period.
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that China Natural Gas has asked a U.S. Bankruptcy Court 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. 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.
As of Sept. 30, 2013, the Company had consolidated assets of
$307,496,948 and liabilities of $87,714,323.
CHINA NATURAL: Honest Best, Yong Hui Li Hold 15.1% Equity Stake
---------------------------------------------------------------
Honest Best Int'l Ltd., a British Virgin Islands company, and Yong
Hui Li, a citizen of Canada, filed a joint SCHEDULE 13G/A
(Amendment No. 1) to disclose that they hold shares in China
Natural Gas, Inc. Common Stock, $0.0001 par value, as of March 26.
Specifically, Honest Best beneficially owned 3,016,732 shares or
14.1% of the Common Stock. Yong Hui Li beneficially owned
3,236,732, (including shares held by Honest Best) or 15.1%. This
is based on 21,458,654 shares outstanding as of Nov. 5, 2013, as
set forth in the Company's Quarterly Report on Form 10-Q for the
quarter ended Sept. 30, 2013.
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.
As of Sept. 30, 2013, the Company had consolidated assets of
$307,496,948 and liabilities of $87,714,323.
CHOCTAW RESORT: S&P Affirms 'B+' Issuer Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B+' issuer credit
rating on Philadelphia, Miss-based gaming operator Choctaw Resort
Development Enterprise (CRDE). The rating outlook is positive.
At the same time, S&P assigned the company's proposed $145 million
senior secured credit facility due 2019 a 'B+' issue-level rating.
In addition, S&P placed its 'B' issue-level rating on CRDE's $150
million senior unsecured notes due 2019 on CreditWatch with
negative implications. Upon the close of the proposed senior
secured credit facility, S&P expects to lower the issue-level
rating on these notes by one notch to 'B-', reflecting additional
senior secured debt in the capital structure.
"In assessing issue-level ratings for Native American gaming
entities, we do not assign recovery ratings because of significant
uncertainties surrounding the exercise of creditor rights against
a sovereign nation. These include whether the relevant bankruptcy
code would apply, whether a relevant court would ultimately be the
appropriate venue to settle such a matter, and to what extent a
creditor would be able to enforce any judgment against the
sovereign nation. The notching of our issue-level ratings from
our issuer credit rating on a given Native American issuer
reflects the relative position of each security in the capital
structure, incorporating the amount of higher ranking debt ahead
of each issue. Specifically, the proposed senior secured
facility, upon closing and fully drawn, will be greater than 30%
of CRDE's forecasted total assets following the completion of the
renovation plan. This is in line with an issue-level rating on
the unsecured notes two notches below the issuer credit rating,
according to our criteria," S&P said.
S&P's 'B+' issuer credit rating reflects its assessment of CRDE's
business risk profile as "vulnerable" and its financial risk
profile as "intermediate," according to its criteria.
CONSOL ENERGY: Moody's Rates $1.6BB Senior Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new $1.6
billion senior unsecured notes offered by CONSOL Energy Inc.
(CONSOL). CONSOL's existing ratings, including the Ba3 corporate
family rating (CFR), remain unchanged. The outlook remains
negative.
The notes will mature in 2022 and will be guaranteed by
substantially all of CONSOL's wholly-owned domestic restricted
subsidiaries. Management stated that it intends to use the net
sale proceeds to purchase all $1.5 billion in its outstanding
8.00% senior notes due 2017 and to use any remaining proceeds to
repay other outstanding senior indebtedness. On April 2, 2014, the
company announced that it has commenced a cash tender offer to
purchase all $1.5 billion of its 2017 notes. Following the
refinancing, CONSOL's next scheduled major maturity will be $1.3
billion in senior notes due 2020.
Ratings Rationale
The Ba3 CFR continues to reflect CONSOL's efficient, high quality
coal assets in the Northern Appalachian coal basin, meaningful
metallurgical (met) coal production, sizable and growing presence
in the gas business, large reserves of coal and natural gas, and
the stability provided by its long-term thermal coal agreements
and natural gas hedging program. The ratings are also supported by
the reduced legacy liability burden following the divestiture of
the company's longwall steam coal mines in West Virginia to Murray
Energy in the fourth quarter of 2013. The ratings are stressed by
substantive capital investment needs at the gas division and by
the elevated leverage metrics following the divestiture to Murray,
with Debt/ EBITDA, as adjusted by Moody's and excluding divested
operations, exceeding 5x as of December 31, 2013. Although we
anticipate the leverage to trend down over longer term, we expect
it to remain above 4x over the next twelve months. If Debt/ EBITDA
were to exceed 4.5x going into 2015, the ratings could come under
pressure.
The B1 rating on senior unsecured debt reflects its position in
the capital structure behind the secured revolvers. Substantially
all assets of the company are pledged as collateral under the
revolving credit agreements.
The negative outlook reflects Moody's expectation that the
company's leverage will remain elevated over the next twelve
months, with Debt/ EBITDA, as adjusted, exceeding 4x.
The ratings outlook could be stabilized if Debt/ EBITDA, as
adjusted, were expected to be maintained below 4.5x on a sustained
basis. CONSOL's ratings could come under pressure if Debt/ EBITDA
exceeds 4.5x on a sustained basis, debt to capital ratio
approaches 65%, or if liquidity deteriorates.
CONSOL ENERGY: S&P Assigns 'BB' Rating to $1.6BB Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating (the same as the corporate credit rating) to
Cannonsburg, Pa.-based Consol Energy Inc.'s proposed $1.6 billion
senior unsecured notes due 2022. S&P assigned the notes a '3'
recovery rating, which indicates its expectation for meaningful
(50% to 70%) recovery in the event of a payment default. S&P
expects proceeds to be used to repay the $1.5 billion 8% senior
unsecured notes due 2017, with the balance going toward the
repayment of other senior debt.
The ratings on Consol reflect S&P's view that the company's
business risk profile is "fair" and financial risk profile
"significant." S&P estimates that debt to EBITDA will average
less than 4x during the next few years and interest coverage will
average more than 3x, measures that are consistent with a
"significant" financial risk profile. Although S&P acknowledges
that credit measures are likely to remain outside of its
expectation for the 'BB' rating in 2014, S&P expects that the
rapid build out of its natural gas business, supported by its
cost-competitive coal operations, will bring credit measures
within its expectations in 2015.
Ratings List
Consol Energy Inc.
Corporate credit rating BB/Stable/--
New Rating
Consol Energy Inc.
$1.6 bil. sr unsecd nts due 2022 BB
Recovery rating 3
COQUICO INC: Case Dismissed; Principal, Counsel Face Sanctions
--------------------------------------------------------------
In the Chapter 7 bankruptcy case of Coquico, Inc., Judge Stephen
Raslavich granted, in part, the motion for monetary sanctions
filed by creditor Angel E. Rodriquez Miranda against the Debtor,
its principal Malik Benin, and counsel Kahiga A. Tiagha, Esq., and
the counsel's law firm, Tiagha & Associates.
"The Sanctions Motion will be granted, in part; which is to say
that monetary sanctions will be imposed on the Respondents, but in
an amount less than requested," Judge Raslavich said.
The judge said it is clear that Benin and Tiagha together were
intent on abusing the legal system to whatever extent was
necessary to avoid losing the Debtor's intellectual property
assets. This can be seen in their last minute about face in
Puerto Rico as to the ownership of the assets, the bankruptcy
filing in Pennsylvania after the Puerto Rico District Court
rejected their argument and allowed the public auction to proceed,
the degree of misconduct in the bankruptcy, and the Respondent's
obdurate insistence that each individually did nothing wrong.
Mr. Rodriquez seeks monetary sanctions in an amount equal to the
attorney's fees and costs incurred by him in connection with his
earlier motion seeking dismissal of the Debtor's case. The total
sum is approximately $85,000 and represents, for the most part,
the attorney's fees of his Puerto Rico and Philadelphia counsel.
In its ruling, the Court found it appropriate to order the payment
of counsel fees, but to reduce the requested amount by
33-1/3%. The Court thus imposed sanctions, jointly and severally,
on the Respondents, in the aggregate sum of $56,066.91.
The Court believes this amount to be consistent with that which is
necessary to achieve the twin goals of F.R.B.P. 9011, while at the
same time giving due regard to the claim that the charges are
high, as well as the principle that a sanction should not be
imposed so as to reward the movant.
A copy of the Court's April 2, 2014 Opinion is available at
http://is.gd/trpXZcfrom Leagle.com.
Coquico is a Pennsylvania Corporation with a registered office in
Wayne, Pennsylvania. Benin is its principal shareholder.
Rodriquez claims to have a stockholder interest, but that is
disputed.
Coquico was formed in 1999 to sell stuffed animal type toys and
related products at souvenir outlets in Puerto Rico. Benin
designed the Plush Toys which are apparently susceptible to
copyright and trademark protection due to possessing certain
unique attributes, including the fact that some of the replicas
are of species indigenous to Puerto Rico.
Coquico filed for Chapter 7 bankruptcy (Bankr. E.D. Pa. Case No.
13-16049) on July 9, 2013. It was dismissed with prejudice on
Jan. 14, 2014.
COMMUNITY SHORES: Daniel Wiersma Stake at 5.4% as of March 26
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Daniel M. Wiersma disclosed that as of
March 26, 2014, he beneficially owned 79,785 shares of common
stock of Community Shores Bank Corporation representing 5.4
percent of the shares outstanding. A copy of the regulatory
filing is available for free at http://is.gd/96g7MM
About Community Shores
Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law. The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.
The Company reported net income of $268,000 in 2012 following a
net loss of $2.46 million in 2011. For the nine months ended
Sept. 30, 2013, the Company reported net income of $5.50 million.
As of Sept. 30, 2013, the Company had $182.96 million in total
assets, $179.19 million in total liabilities and $3.77 million in
total shareholders' equity.
"The Company's extended period of net losses, failure to repay its
term loan at maturity, non-compliance with the higher capital
ratios of the Directive and the Consent Order, and the provisions
of the Written Agreement raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its 2012 Annual Report.
As a result of this substantial doubt, the Company's auditors
added an explanatory paragraph to their opinion on the Company's
Dec. 31, 2012, 2011 and 2010 consolidated financial statements
expressing substantial doubt about the Company's ability to
continue as a going concern.
As reported by the TCR on March 4, 2014, the Federal Deposit
Insurance Corporation of Washington, D.C., entered an order
terminating the Supervisory Prompt Corrective Action Directive
issued against Community Shores Bank, Muskegon, Michigan, by the
FDIC on Aug. 17, 2011. The FDIC issued the termination notice
after the Company sustained four consecutive quarters of adequate
capitalization at the Company's wholly owned subsidiary, Community
Shores Bank.
CORNERSTONE HOMES: Court Appoints Arnold as Chapter 11 Trustee
--------------------------------------------------------------
The Bankruptcy Court allows the appointment of Michael H. Arnold,
Esq., as trustee for the Chapter 11 cases of Cornerstone Homes,
Inc.
William K. Harrington, the United States Trustee for Region 2,
sought the appointment in consultation with Cornerstone, the
committee of unsecured creditors, and major secured creditors.
Mr. Arnold's appointment requires a $207,000 bond pursuant to
Section 322 of the Bankruptcy Code.
About Cornerstone Homes
Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.
Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester
alongside a reorganization plan already accepted by 96 percent of
unsecured creditors' claims.
The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526. Four secured lenders with $21.8 million in claims
are to be paid in full under the plan. Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.
Judge Paul R. Warren presides over the case. Curtiss Alan
Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink,
LLP, in Rochester, N.Y., serve as the Debtor's counsel. The
Debtor has tapped GAR Associates to appraise a selection of its
properties to support the Debtor's liquidation analysis.
The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.
Cornerstone Homes Inc. delivered to the Bankruptcy Court on Jan.
3, 2014, a First Amended Plan of Reorganization and explanatory
Disclosure Statement. The Amended Plan supersedes the Plan
Cornerstone prepared prior to filing for bankruptcy. The
prepetition plan only impaired holders of Class 5 and Class 6
claims. Both Class 5 and Class 6 voted to accept the plan. No
hearing has been conducted to approve the prepetition disclosure
statement or confirm the prepetition plan.
The Debtor intends to liquidate properties over a period of time,
so as to achieve maximum recovery for the creditors while avoiding
a deleterious affect on the housing market. The revised Plan
documents disclosed that roughly 400 of the Debtor's properties
are held subject to land contracts. For success of the Plan, it
is imperative that land contract vendees remain in place and
continue to repay their obligations or obtain outside financing
and pay Cornerstone the full balance owed on their land contracts.
During the period between the Plan Effective Date and the
Distribution Date, the Debtor will assist land contract vendees in
obtaining outside financing which will result in funds available
to release secured debt and make Plan distributions.
The Plan provides for a distribution of $1 million as an
Unsecured Distribution Amount. Owner David Fleet will pledge up
to $1 million to fund distributions under the Plan. It also
provides for the distribution of the stock in the Reorganized
Debtor to holders of Allowed Unsecured Noteholder Claims under
Class 5. The Class 5 Claimants are expected to receive 7% plus
distribution of stock on the Distribution Date. The Claimants are
impaired and entitled to vote on the Plan.
COURTNEY VALENTINE: Idaho Court Nixes Sanctions Bid v. Law Firm
---------------------------------------------------------------
David P. Gardner, Chapter 7 trustee of the bankruptcy estate of
Courtney Valentine, filed a "Motion for Contempt and Sanctions,"
against Lyndon B. Steimel, an Arizona attorney, and his "Law
Office," a professional limited liability company. The Trustee's
Motion was issued with a 14-day objection period (so-called
"negative notice") under LBR 2002.2(d). It was served by "over-
night express mail" on the Defendants at an address in Scottsdale,
Arizona. The Defendants did not file a response. The Trustee
submitted a proposed order after the objection period expired.
Despite the absence of objection, Bankruptcy Judge Terry L. Myers
said the Court is obligated to determine whether relief may
properly be ordered.
In an April 3, 2014 Memorandum of Decision available at
http://is.gd/Ch1B3lfrom Leagle.com, Judge Myers denied the
Trustee's Motion in all regards, "but without prejudice to
Plaintiff filing a request for the Court to enter a Plaintiff-
proposed Order to Show Cause that would provide the information
necessary to give Defendants adequate notice. Such an Order to
Show Cause will allow Defendants time to respond and, ultimately,
would result in an appropriate evidentiary hearing to establish a
competent record, and a basis for the Court's exercise of its
civil contempt authority."
Courtney Valentine filed a chapter 11 petition (Bankr. D. Ariz.
Case No. 11-_____) in Arizona on May 26, 2011. The Law Office Of
Lyndon B. Steimel made a notice of appearance as counsel for
Valentine on Oct. 5, 2011. The firm never applied for approval of
employment as counsel for Valentine in that chapter 11 case, and
filed no Rule 2016(b) disclosure of compensation. However, the
firm received payments for legal services in the chapter 11 case
of "no less than $11,500" as reflected by certain operating
reports. The chapter 11 case was subsequently converted to a
chapter 7 liquidation, and venue was transferred from the Arizona
Bankruptcy Court to the Bankruptcy Court in Idaho (Case No. 12-
20740).
The Chapter 7 Trustee had sued the firm, seeking "turnover" under
11 U.S.C. Sec. 542 of all funds paid by Valentine to the firm as
being property of the estate or, alternatively, recovery of such
amounts under Sec. 549 as avoidable post-petition transfers. The
Trustee also contended that the lack of Sec. 327 approval of the
firm as professionals in Valentine's chapter 11 case constituted
cause for denial of all fees and disgorgement of any monies paid.
CUE & LOPEZ: Wants Auri Coira to Market Main Office
---------------------------------------------------
Cue & Lopez Construction, Inc., asks the U.S. Bankruptcy Court for
the District of Puerto Rico to extend the appointment of Auristela
Coira Cintron, doing business as Auri Coira Realty, as realtor for
the sale of its main office at KM 1.1 of PR-176 Atlanta Street
Cupey Ward, San Juan, Puerto Rico.
According to the Debtor, the main office is no longer needed
considering its size and the Company's present operations.
As reported in the Troubled Company Reporter on Jan. 22, 2014, the
Debtor sought and obtained permission to employ Auristela Coira as
realtor to assist in selling the Debtor's realty at Ms. Coira's
suggested sales price of:
Hillsview Plaza Apt. 516, Guaynabo, P.R. - $350,000
Las Vistas de Gurabo, Apt. PH-633, Gurabo, P.R. - $180,000
Grand Palm II A-5, Vega Alta, P.R. - $255,000
According to that prior report, the term of Ms. Coira's engagement
will be for 180 days with a 3% commission for the sale of the
properties. If within the six months following the expiration of
the Contract, the Debtor does business with any client that Ms.
Coira's may have contacted in reference to the properties, the
Debtor will have to pay Ms. Coira the 3% commission.
Auristela Coira Cintron 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 Cue & Lopez
San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.). The case is assigned to Judge
Brian K. Tester.
Cue & Lopez Contractors, Inc., filed a separate Chapter 11
petition (Case No. 13-08299) on the same date.
The Debtors are represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico. CPA
Luis R. Carrasquillo & Co., P.S.C., serves as accountant.
Cue & Lopez Construction scheduled $13,334,151 in total assets and
$17,520,089 in total liabilities. The Chapter 11 petitions were
signed by Frank F. Cue Garcia, president.
CUMMINGS LAND: Wins Confirmation of Bankruptcy-Exit Plan
--------------------------------------------------------
Bankruptcy Judge William T. Thurman confirmed Cummings Land &
Livestock, LLC's Plan of Reorganization, as modified, after
hearings held on Feb. 25 and March 17, 2014. All objections to
the Plan have been withdrawn, and all Classes of Creditors have
voted to accept the Plan. A copy of the Court's April 1 FINDINGS
OF FACT, CONCLUSIONS OF LAW AND ORDER CONFIRMING DEBTOR'S
MODIFIED PLAN OF REORGANIZATION is available at
http://is.gd/0wjqjnfrom Leagle.com.
Cummings Land & Livestock, LLC, based in Heber City, Utah, filed
for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-35804) on
Nov. 1, 2011. Judge William T. Thurman oversees the case. James
W. Anderson, Esq., at Miller Guymon, PC, serves as the Debtor's
counsel. In its petition, the Debtor estimated $1 million to $10
million in both assets and debts. The petition was signed by
Douglas R. Cummings, manager.
CYPRESS PARK: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Cypress Park Investment, LLC
aka Cypress Park Plaza
aka Cypress Park Center
aka Cypress Park
1254 S. John Young Parkway, Suite C
Kissimmee, FL 34741
Case No.: 14-04011
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Judge: Hon. Cynthia C. Jackson
Debtor's Counsel: Peter N Hill, Esq.
WOLFF HILL MCFARLIN & HERRON PA
1851 West Colonial Drive
Orlando, FL 32804
Tel: 407-648-0058
Fax: 407-648-0681
Email: phill@whmh.com
Total Assets: $1.37 million
Total Liabilities: $3.55 million
The petition was signed by Thomas E. Chalifoux, Jr., manager.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-4011.pdf
DELUXE CORP: Moody's Affirms 'Ba2' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service changed Deluxe Corporation's rating
outlook to positive from stable and affirmed the company's
existing Ba2 Corporate Family Rating (CFR), Ba2 rating on the
senior notes maturing in 2019 and 2020, and the B1 rating on
senior unsecured notes maturing in October 2014.
The change in outlook to positive reflects the stability of
operations despite the secular pressure on Deluxe's check business
that allow for good EBITDA margins and strong free cash flow. In
addition, the potential for the $254 million senior unsecured
notes maturing in October 2014 to be repaid with a combination of
cash on hand and a revolver draw would reduce leverage to below
1.5x (including Moody's standard adjustments). Moody's believes
that Deluxe's projected operating performance and conservative
financial profile provide the ability to sustain leverage at this
lower level. Debt-to-EBITDA leverage has decreased from 2.3x at
the end of 2011 to 1.8x as of YE 2013. Maintaining leverage below
1.5x would position the company for an upgrade if revenue and
EBITDA growth remained positive and the free cash flow to debt
ratio remained above 20%.
Issuer: Deluxe Corporation
Corporate Family Rating, affirmed Ba2
Probability of Default Rating, affirmed Ba2-PD
Speculative Grade Liquidity Rating, affirmed SGL-2
$253.5 million 5.125% senior unsecured notes due 10/1/2014,
affirmed at B1 (LGD5, 88% from LGD5, 87%)
$200 million 7% senior notes due 3/15/2019, affirmed Ba2 (LGD3,
47% from LGD3, 42%)
$200 million senior notes due 2020, affirmed Ba2 (LGD3, 47% from
LGD3, 42%)
Outlook, changed to positive from stable
Ratings Rationale
Deluxe's Ba2 CFR reflects ongoing pressure on the company's checks
business (which accounts for 56% of its revenue), the commodity
nature of its forms business (which makes up 13% of revenue in
2013), and the competitive environment in these industries. In
addition, Deluxe faces execution risks associated with its
strategy to further diversify the business into marketing
solutions and other services. While the company generates
meaningful positive free cash flow after dividends ($173 million
in 2013), Moody's expects Deluxe will continue to reinvest a
portion of its cash back into the business through acquisitions
and initiatives to drive organic growth and diversify its business
lines. At 1.8x debt leverage (including Moody's standard
adjustments), the company's capital structure is relatively
conservative for its Ba2 rating. Due to the declining performance
of Deluxe's consumer check business, it will need to maintain a
more conservative profile than comparably-rated issuers.
The ratings derive strength from the conservative financial
policies of the company that has led to reduced debt levels and
increased free cash flow as a percentage of debt to almost 25%.
Additional support for the ratings comes from its strong market
position, growth in its small business services segment, stable
EBITDA margin, and its track record of successfully integrating
acquisitions. In 2013, the company reduced expenses by
approximately $55 million and maintained its adjusted EBITDA
margin of around 25%. The margin was in line with the prior year,
but significantly improved from 2008 when the margin was below
20%. Debt-to-EBITDA leverage has come down from 2.3x at the end of
2011 to 1.8x at year end 2013, largely due to an $85 million pay
down of its senior unsecured notes in December 2012 and EBITDA
growth. Over the rating horizon, Moody's anticipates revenue
growth in the low single digits and EBITDA in the low to mid
single digits. Leverage will decline below 1.5x if the company
addresses its $254 million senior unsecured notes that mature in
October 2014 by using cash on hand and a partial revolver draw.
Deluxe also benefits from our expectation that it will be able to
maintain its market share in the check printing business over the
intermediate term.
Moody's anticipates Deluxe will maintain a good Liquidity profile,
as evidenced by its SGL-2 rating, and expect very strong free cash
flow generation from its mix of mature and developing businesses
in addition to a cash balance of $121 million as of Q4 2013.
Moody's projects free cash flow of over $150 million per year over
the rating horizon, more than sufficient to fund interest expense
and small to moderate sized acquisitions or investments. Moody's
expects that Deluxe will continue to make $51 million in dividend
payments, spend $40 million in capex, repurchase shares to prevent
dilution from employee stock compensation, and pursue additional
modest sized acquisitions. The only near term maturity that the
company faces is the $254 million of senior unsecured notes
maturing in October 2014.
The company's $350 million revolving credit facility, which
matures February 2019, is currently undrawn and provides
incremental liquidity to cover tuck-in acquisitions, repay
maturing note issues, fund seasonal working capital and letters of
credit (approximately $8 million of LC's are issued under the
facility as of Q4 2013).Covenants under the revolving credit
facility include a 3.25x maximum net Total Debt-to-EBITDA ratio
(as defined, temporarily increasing to 3.50x for certain
acquisitions) and a minimum 3.25x EBIT-to-interest expense.
Moody's expects the company to maintain a substantial cushion of
compliance with its financial covenants.
The $200 million unsecured senior notes due 2019 and $200 million
unsecured senior notes due 2020 are each rated Ba2, the same as
the CFR. Although unsecured, these two instruments benefit from a
pari passu guaranty of Deluxe's material subsidiaries following
the company's execution of the unrated, senior secured revolving
credit facility that is also guaranteed by those subsidiaries. The
B1 rating on the $254 million senior notes due 2014 is two notches
below the CFR, reflecting the absence of material subsidiary
guarantees. However, if the company were to repay the $254 million
notes due 2014 with a combination of cash and a revolver draw, the
$200 million 2019 and 2020 notes could potentially be downgraded
to Ba3 given the removal of debt that is effectively subordinate
to the 2019 and 2020 notes due to the absence of material
subsidiary guarantees.
The positive ratings outlook reflects Moody's view that Deluxe
will continue to maintain a good liquidity profile, with low
single digit revenue growth and low to mid single digit EBITDA
growth. Continued cost reductions and growth of marketing
solutions within its Small Business Services should allow Deluxe
to manage the continued decline in check volume under the most
likely scenario. Leverage is expected to improve further if the
company uses cash and revolver availability to repay the October
2014 notes.
If the company can successfully diversify the business away from
its core check printing business, grow revenue, maintain EBITDA
margins, and reduce debt leading to sustained debt-to-EBITDA
ratios below 1.75x with free cash flow-to-debt in excess of 20%,
its ratings could be positioned for an upgrade. If the company's
operations remain concentrated in check printing as we expect in
the near term, additional deleveraging below 1.5x on a sustained
basis would be required for an upgrade.
The ratings could experience downward pressure if declines in
check order volumes accelerate meaningfully above current rates,
debt-to-EBITDA exceeds 2.75x from earnings declines or a
leveraging transaction, or if free cash flow-to-debt declines
below 10%. A refinancing of the 2014 notes with new long term debt
would leave leverage relatively unchanged and likely result in a
revision of the rating outlook to stable.
Deluxe Corporation, headquartered in St. Paul, MN, uses direct
marketing, distributors and a North American sales force to
provide a wide range of customized products and services to its
customers. The company has been diversifying from its legacy
printed-check business into a growing suite of business services,
including logo design, payroll, web design and hosting, business
networking, marketing, and other web-based services to help small
business grow. In the financial services industry, Deluxe sells
check programs, fraud prevention, software solutions, customer
loyalty, and retention programs to banks. Deluxe also sells
personalized checks, accessories and other services directly to
consumers. Revenue for year ended December 2013 totaled $1.6
billion.
DESARROLLADORES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Desarrolladores Del Caribe Se
Po Box 195288
San Juan, PR 00920
Case No.: 14-02855
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Judge: Hon. Edward A Godoy
Debtor's Counsel: Carmen D Conde Torres, Esq.
254 San Jose Street, 5th Floor
San Juan, PR 00901-1523
Tel: 787-729-2900
Fax: 787-729-2203
Email: notices@condelaw.com
Total Assets: $4.40 million
Total Liabilities: $36.64 million
The petition was signed by Ana Celia Pages, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-2855.pdf
DETROIT, MI: April 11 Conference on Plan Outline Objections
-----------------------------------------------------------
On April 11, 2014, at 10:00 a.m. (Eastern Time), the City of
Detroit will conduct a conference call to discuss -- and work to
narrow and resolve -- the numerous objections to the adequacy of
the disclosure statement explaining its plan for adjustment.
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, will convene a hearing on April 17, at 9:00
a.m., on any unresolved objections to the disclosure statement and
a status conference regarding the plan confirmation process.
April 21 is the deadline for the City to file the final disclosure
statement resolving any objections that the Court has sustained.
One of the parties who raised objection to the disclosure
statement was Syncora Guarantee Inc., complaining that the
disclosure statement was "skeletal," and which asked the Court to
delay the approval of the plan outline by two weeks. Syncora also
objected to the settlement with swap counterparties, complaining
that the settlement does not yield the anticipated benefits and
impermissibly impairs the rights of third parties. At an April 11
hearing, Judge Steven Rhodes will announce whether he will approve
the $85 million settlement of a disputed interest-rate swap with
the Merrill Lynch Capital Services Inc. unit of Bank of America
Corp. and UBS AG. Syncora further filed a request for the
production of 80 categories of documents from the City, including
all inventories created in the past five years of the objects and
works of art in the collection stored at the Detroit Institute of
Arts museum.
The Detroit Retirement Systems and the Official Committee of
Retirees also objected to the adequacy of the Disclosure
Statement. Hundreds of individual retirees also filed objections
to the Disclosure Statement.
May 1 is the deadline for parties other than individual
bondholders and individual retirees to file objections to the
Plan. June 30 is the deadline for plan voting, for individual
bondholders and individual retirees to file objections to the
plan, and to complete expert depositions.
July 14 will be the date of the final pretrial conference on plan
confirmation. The hearing on the plan confirmation will commence
on July 16 and will continue, as necessary, on July 17, 21-25, 28-
31, and Aug. 1.
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the recent version of the Plan, dated March 31,
largely expand on previous disclosures with notable changes and
additions.
General unsecured creditors and holders of unsecured general
obligation bonds now are shown as recovering 15 percent, rather
than the 20 percent in the original February filing, the Bloomberg
report said. As before, those creditors will be paid with new
notes, not cash.
City retirees are told in the revised documents that their
pensions will be cut, whether or not they vote in favor of the
plan and two settlements designed to bring additional funds to
enhance their pensions, the Bloomberg report added. Retired
police officers and firefighters will have their pensions reduced
6%, not 4%, if they accept the settlement contained in the plan,
the report said.
Mr. Rochelle said the adjustment on the Disclosure Statement
hearing schedule was made to accommodate a ?plain English? version
of the disclosure statement being crafted for city workers at the
behest of the bankruptcy judge as even some news outlets
misunderstood and misreported the treatment of city workers?
pensions described in the plan and disclosure statement the city
modified on March 31. For smaller cuts in pensions, workers as a
class must vote in favor of the plan so that settlements with the
state and the art museum generate $800 million to supplement
underfunded pensions, Mr. Rochelle said.
A redlined version of the most recent version of the City's Plan
is available at http://bankrupt.com/misc/DETROITplan0331.pdf
About City of Detroit, Michigan
The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers was appointed
in the case. The Retirees' Committee is represented by Dentons US
LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.
DEWIN LYNN MADILL: Must Surrender Vehicles to Chapter 7 Trustee
---------------------------------------------------------------
Joseph V. Womack of Billings, Montana, the Chapter 7 bankruptcy
trustee of DeWin Lynn Madill, seeks to avoid and recover damages
caused by DeWin's transfer of two vehicles -- a 2005 Cadillac
Escalade EXT, VIN 3GYEK62N25G21936 and a 2007 Cadillac Escalade
ESV, VIN 1GYFK66877R278186 -- to his nondebtor spouse, Rochelle
Madill. The Defendants deny that the transfers were fraudulent
and contend that they were prepetition transfers for reasonably
equivalent value, deny that the Plaintiff is entitled to recover
any damages for the transfers and contend that no violation of the
automatic stay occurred. DeWin also seeks damages for the
Trustee's alleged violation of the discharge injunction.
In an April 1, 2014 Memorandum of Decision available at
http://is.gd/ISYDNNfrom Leagle.com, Bankruptcy Judge Ralph B.
Kirscher directed the Madills to immediately deliver to the
Plaintiff the 2005 Cadillac Escalade and the 2007 Cadillac
Escalade. In the alternative, if the Madills no longer have
possession of the vehicles and are thus unable to immediately
deliver them to the Plaintiff, then Judgment is entered against
Rochelle in the amount of $41,300.
DeWin commenced his Chapter 7 bankruptcy (Bankr. D. Mont. Case No.
11-61317) on July 6, 2011. DeWin was the sole or majority
shareholder of Covenant Investments, Inc., which filed a voluntary
Chapter 11 bankruptcy petition on Aug. 20, 2010. Covenant
Investments' Second Amended Chapter 11 Plan was confirmed on May
19, 2011.
DIME COMMUNITY: Fitch Affirms 'BB-' Trust Preferred Rating
----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Dime Community
Bancshares, Inc. (DCOM) at 'BBB/F2'. The Rating Outlook remains
Stable.
The Stable Outlook assumes that asset quality will remain strong,
capital levels will remain relatively stable, and similar to
peers, earnings could face headwinds in 2014. Fitch believes that
earnings will come under pressure over the near term as the
mortgage refinancing boom wanes. Given a liability sensitive
balance sheet, earnings will also be exposed to higher interest
rates, which will presumably occur over the near to intermediate
term. A full list of rating actions follows at the end of this
press release.
KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT
DCOM's conservative risk appetite and demonstrated ability to
execute on its multifamily lending strategy through various cycles
is its primary ratings strength. DCOM's asset quality remains
strong with NPAs and NCOs well below peer averages. Fitch
believes that the low level of credit costs at the institution is
attributed to solid underwriting, which includes low loan-to-
values at origination, good cash flow coverage, and the usage of
elevated stressed interest rates at underwriting. Additionally,
Fitch attributes solid performance to DCOM's focus on multifamily
rent-regulated apartments in NY which tend to have more stable
cash flows and valuations.
Earnings were solid during 2013 with a return on average assets of
1.10%. Fitch expects earnings performance to decline somewhat in
the near term due to lower prepayment fee revenue and the absence
of mortgage banking income, though lower earnings performance is
not expected to impact DCOM's ratings. The company exited its
mortgage banking operations due primarily to increasing regulatory
burden. Since mortgage revenues only comprised less than 1% of
revenues in 2013, the exit is not expected to material impact
earnings in 2014. However, DCOM's spread income is exposed to a
higher interest rate environment given a liability sensitive
balance sheet. Fitch's rating action incorporated a view that
earnings will likely be challenging over the near to intermediate
term as a result.
Similar to its peer banks, DCOM's liquidity profile remains a
constraint on the overall rating for the institution. DCOM's
business strategy tends to be more transaction-oriented, and as a
result, its funding profile does not benefit from a sizeable
relationship-driven deposit base. As a result, DCOM operates with
higher loan to deposit ratio. At 140% at YE2013, DCOM's LTD was
the highest of its four bank peer group. Further, its cost of
funds of 1.26% in 2013 was also higher than peers.
Fitch reviewed DCOM as part of its Niche Bank Peer Review, which
also includes Astoria Financial Corporation, Emigrant Bancorp,
Inc., and New York Community Bancorp, Inc. Niche banks are defined
by their narrow business models, limited deposit franchises and
geographic concentrations. Fitch views these limitations as
ratings constraints across the peer group. The group is comprised
of banks with total assets ranging from $4 billion to $47 billion
that lend primarily in the New York City metropolitan, residential
real estate market.
RATING SENSITIVITIES - IDRS and VRs and SENIOR DEBT
Fitch believes DCOM's ratings are solidly situated at current
levels. Fitch sees limited upside in the company's ratings over
the near term due to aforementioned concentrations in the loan
portfolio, undiversified earnings profile, and relatively weaker
liquidity profile.
Negative ratings pressure could occur if there were a significant
change to rent regulations in New York City. DCOM has
historically benefitted from rent regulations on multifamily
apartments in New York City, which tend to have more stable cash
flows and valuations.
DCOM's ratings could also under pressure given a material increase
in problem loans, or a significant loss of business from any of
DCOM's main commercial real estate brokers. DCOM is reliant on
commercial real estate brokers for its loan generation.
Additionally, although not anticipated, any significant changes in
the mix of business, either by product type or geography, would be
carefully considered by Fitch to determine any potential ratings
impact.
KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
DCOM's trust preferred issuances are notched below DCOM's VR. The
notch differential reflects loss severity and an assessment of
increment non-performance risk
RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES
DCOM's preferred issuances are sensitive to changes in DCOM's VR.
The rating sensitivities for the VR are listed above.
KEY RATING DRIVERS - HOLDING COMPANY
DCOM's IDR and VR are equalized with those of its bank subsidiary,
Dime Savings Bank of Williamsburgh, 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.
RATING SENSITIVITIES - HOLDING COMPANY
Should DCOM begin to exhibit signs of weakness, demonstrate
trouble accessing the capital markets, or have inadequate cash
flow coverage to meet near-term obligations, there is the
potential that Fitch could notch the holding company IDR and VR
from the ratings of Dime Savings Bank of Williamsburgh.
KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR
DCOM's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed
RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR
DCOM's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.
Fitch has affirmed the following ratings:
Dime Community Bancshares, Inc.
-- Long-term IDR at 'BBB';
-- Short-term IDR at 'F2';
-- Viability rating at 'bbb';
-- Support at '5';
-- Support Floor at 'NF'.
Dime Savings Bank of Williamsburgh
-- Long-term IDR at 'BBB';
-- Long-term Deposits at 'BBB+';
-- Short-Term IDR at 'F2';
-- Short-Term Deposits at 'F2';
-- Viability rating at 'bbb'.
-- Support at '5';
-- Support Floor at 'NF'.
Dime Community Capital Trust I
-- Trust Preferred at 'BB-'.
DUKE & KING: Court Rules in Suit v. Nath et al. Over 2006 Deal
--------------------------------------------------------------
William Kaye, in his capacity as Liquidating Trustee of the Duke &
King Acquisition Corp. Liquidating Trust, sued a group of
defendant headed by Nath Companies, Inc., and by Kinderhook
Industries, LLC, to:
1. undo one side of a 2006 transaction through which
the Debtors purchased 88 (perhaps 89) franchised
Burger King restaurants from the Nath Defendants. He
seeks a money judgment in the liquidating trust's favor
to recover the full purchase price paid to the Nath
Defendants; and
2. recover certain "fees" paid to the Kinderhook Defendants
in connection with the sale and after the Debtors
commenced operation.
Mr. Kaye seeks to avoid those payments as fraudulent transfers.
He also seeks to have the Kinderhook Defendants' claims in the
Debtors' cases -- which are premised on further, unpaid "fees"
owing -- subordinated or recharacterized to the status of equity
for their treatment in any further distribution in liquidation.
The litigation at bar is Mr. Kaye's last significant undertaking.
It is also the only one that could enable any significant
additional distribution to unsecured creditors.
In a March 31, 2014 Order available at http://is.gd/GOBy1Hfrom
Leagle.com, Bankruptcy Judge Gregory F. Kishel ruled that:
1. Counts I and II of the Plaintiff's complaint are dismissed
for failure to state a claim on which relief may be granted
against Defendants Nath Companies, Inc., Nath Minnesota Franchise
Group, Inc., Nath Illinois Franchise Group, Inc., Nath Florida
Franchise Group, Inc., Nath Miami Franchise Group, Inc., Nath
Minnesota Operating Group, LLC, and Nath Illinois Operating Group,
LLC. This dismissal is with prejudice to the filing of an amended
complaint.
2. Counts III to IV of the Plaintiff's complaint are
dismissed for failure to state a claim on which relief may be
granted under the theory of an actually-fraudulent transfer,
against Defendants Kinderhook Industries, Inc. and Paul G.
Cifelli. This dismissal is with prejudice to the filing of an
amended complaint, as to that theory. As to the balance of claims
pleaded in Counts III and IV (constructively-fraudulent transfer),
those Defendants' motion is denied.
3. Counts V and VI of the Plaintiff's complaint are dismissed
for failure to state a claim upon which relief may be granted
against Defendants Kinderhook Industries, LLC, Kinderhook Capital
SBIC Fund I, LP, and Kinderhook Capital Fund I, LP. This dismissal
is with prejudice to the filing of an amended complaint.
4. Count VII of the Plaintiff's complaint is dismissed for
failure to state a claim on which relief may be granted against
Defendants Kinderhook Industries, LLC, Kinderhook Capital SBIC
Fund I, LP, and Kinderhook Capital Fund I, LP. This dismissal is
with prejudice to the filing of an amended complaint.
5. As to Counts VIII and IX, the Plaintiff must file an
amended complaint setting forth facts to support the application
pursuant to Minn. Stat. Sec. 541.31 of a statute of limitations
under Minnesota law, his original complaint establishing on its
face that relief may not be granted against Defendants Robert
Michalik, Louis Aurelio, Christian Michalik, and Paul G. Cifelli,
because the claims are time-barred under the statute of
limitations of Delaware law that the face of the complaint makes
applicable pursuant to Minn. Stat. Sec. 541.31(a)(1). Those
Defendants' motion for dismissal of Counts VIII and IX is denied,
without prejudice.
6. Count X of the Plaintiff's complaint is dismissed in its
entirety as to Defendants Nath Companies, Inc., Nath Minnesota
Franchise Group, Inc., Nath Illinois Franchise Group, Inc., Nath
Florida Franchise Group, Inc., Nath Miami Franchise Group, Inc.,
Nath Minnesota Operating Group, LLC, and Nath Illinois Operating
Group, LLC, for the Plaintiff's failure to state a claim on which
relief may be granted against those Defendants. This dismissal is
with prejudice to the filing of an amended complaint. To the
extent that a claim for equitable subordination against Kinderhook
Industries, LLC, Kinderhook Capital SBIC Fund I, LP, and
Kinderhook Capital Fund I, LP is pleaded again under Count X,
Count X is dismissed to that extent as to those Defendants, with
prejudice. Those same Defendants' motion for dismissal of Count X
is denied as to the Plaintiff's request for relief under 11 U.S.C.
Sec. 502(d), without prejudice.
7. The Plaintiff must file the amended complaint contemplated
by Terms 2 and 4 of this order, by April 21, 2014. Defendants
Kinderhook Industries, LLC, Kinderhook Capital SBIC Fund I, LP,
Kinderhook Capital Fund I, LP, Robert Michalik, Louis Aurelio,
Christian Michalik, and Paul G. Cifelli shall file an answer by
May 2, 2014.
8. A status and scheduling conference will be set by separate
order. Counsel for the Plaintiff and the remaining Defendants
shall attend by telephone, and shall be prepared to address
scheduling for the prosecution of the remaining claims in suit.
The Plaintiff's counsel shall address with specificity the status
of this adversary proceeding as against Defendant Rodger Head.
About Duke and King
Burnsville, Minnesota-based Duke and King Acquisition Corp., dba
Burger King, operates 92 Burger King franchises in Minnesota,
Missouri, Illinois, Wisconsin, Iowa and Kansas. The Company was
formed in November 2006 to acquire 88 Burger King franchise
restaurants from The Nath Companies.
The Company and four affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case No. 10-38652) on December 4,
2010. The Debtor estimated its assets and debts at $10 million
to $50 million.
Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at
Fredrikson & Byron, P.A., serve as the Debtors' bankruptcy
counsel. Mastodon Ventures, Inc. acts as the Debtors' investment
banker. Maslon Edelman Borman & Brand, LLP serves as local
counsel and Aaron L. Hammer, Esq., and Richard S. Lauter, Esq., at
Freeborn & Peters LLP, in Chicago, is the bankruptcy counsel to
the Official Committee of Unsecured Creditors. Mesirow Financial
Consulting, LLC, serves as financial advisors of the Committee.
Affiliates Duke and King Missouri Holdings, Inc. (Bankr. D. Minn.
Case No. 10-38654), Duke and King Missouri, LLC (Bankr. D. Minn.
Case No. 10-38653), Duke and King Real Estate, LLC (Bankr. D.
Minn. Case No. 10-38655), and DK Florida Holdings, Inc. (Bankr. D.
Minn. Case No. 10-3856), filed separate Chapter 11 petitions on
December 4, 2010. The cases are jointly administered under the
Duke and King Acquisition Corp. case.
After an auction procedure was completed and the results were
court-approved, nearly all of the locations were sold in several
groups; there were four buyers in total. The Debtors' going-
concern operations ceased when the sales were closed on May 26,
2011.
The Debtors and the Committee of Unsecured Creditors jointly
proposed a liquidating plan after that. The plan provided for the
creation of a trust through which remaining assets were to be
liquidated; causes of action for avoidance and other recovery were
to be pursued; and ultimately the net resultant value would be
distributed to the Debtors' creditors. The plan provided for the
substantive consolidation of the Debtors, for the post-
confirmation administration. William Kaye, who as nominee of the
Coca Cola Company had been the chair of the Unsecured Creditors'
Committee, was proposed as liquidating trustee.
The plan was confirmed on October 21, 2011. The trust was
created, and Mr. Kaye was seated as liquidating trustee.
DYNAVOX INTERMEDIATE: Files Chapter 11 Bankruptcy Petition
----------------------------------------------------------
DynaVox Inc. on April 8 disclosed that its indirect subsidiary,
DynaVox Intermediate, LLC, filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code on April 6,
2014 in the United States Bankruptcy Court for the District of
Delaware (Case No. 14-10785). DynaVox Inc. also disclosed that
both DynaVox Inc. and its direct subsidiary, DynaVox Systems
Holdings, LLC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the Delaware
Court on April 7, 2014 (Case Nos. 14-10791 and 14-10790,
respectively).
As previously announced, the membership interests that DynaVox
Intermediate, LLC owns in DynaVox Systems, LLC were the subject of
a Notification of Disposition of Collateral issued by JEC-BR
Partners, LLC, a senior secured lender to certain affiliates of
DynaVox Inc. who asserts a lien on all of such membership
interests. The Notice provided that JEC intended to sell all of
the Membership Interests at a public auction originally scheduled
to occur on Monday, March 31, 2014, 10:00 (Eastern) at the offices
of JEC, 68 Mazzeo Drive, Randolph, Massachusetts 02368. The
auction was later postponed to April 7, 2014 by JEC. The
commencement of the above-referenced Chapter 11 cases acts as a
stay prohibiting the public auction sale from proceeding.
DynaVox Inc., DynaVox Intermediate, LLC and DynaVox Systems
Holdings, LLC filed their chapter 11 petitions to enable a more
orderly sale of the Membership Interests. On April 4, 2014, the
Debtors received a non-binding acquisition proposal from Tobii
Technology AB, a Swedish corporation, to acquire the Membership
Interests or the operating assets of DynaVox Systems, LLC and its
subsidiaries for an amount in excess of the obligations to JEC,
subject to, among other things, the completion of due diligence.
Tobii has also committed to provide the Debtors with a debtor-in-
possession loan facility to fund the Debtors? cases through the
due diligence process and any subsequent sale to Tobii, subject to
certain terms and conditions and approval by the Bankruptcy Court.
DynaVox Systems, LLC and its operating subsidiaries did not file
chapter 11 and are not in bankruptcy. Rather, they are operating
in the normal course of business.
The first hearing before the Honorable Peter J. Walsh, United
States Bankruptcy Judge, is scheduled to occur on April 9, 2014 at
11:00 a.m. (EST), in Courtroom #2, 824 North Market Street,
Wilmington, Delaware 19801 .
About DynaVox Inc.
DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC. DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.
DynaVox reported net loss attributable to the Company of $9.53
million on $64.95 million of net sales for the year ended June 28,
2013, as compared with a net loss attributable to the Company of
$18.45 million on $97.31 million of net sales for the year ended
June 29, 2012. The Company's balance sheet at June 28, 2013,
showed $34.94 million in total assets, $27.17 million in total
liabilities, and $7.76 million in total equity.
Deloitte & Touche LLP, in Pittsburgh, Pennsylvania, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 28, 2013. The independent
auditors noted that the Corporation's default under the 2008
Credit Facility and the continuing decline in revenue, earnings,
and cash flows from historical levels raise substantial doubt
about its ability to continue as a going concern.
DYNAVOX INC: Ch. 11 No Impact on Dynavox Systems' Operations
------------------------------------------------------------
DynaVox Systems, LLC on April 8 announced the following
clarifications regarding the Chapter 11 filings made by certain
related entities recently:
Derek Harrar, Interim CEO of DynaVox Systems, LLC stated, "DynaVox
will continue to serve its customers with the very best
augmentative communication and educational products and services
while focusing on accelerating the launch of several new products.
The bankruptcy filings by non-operating affiliated entities will
have no impact on the operations of the Company."
Speaking on behalf of the Board of DynaVox Systems, LLC, Michael
Torok stated, "We recognize the bankruptcy filing of the various
related entities. We remain committed to providing the best
possible ownership, board oversight and management to DynaVox
Systems, LLC. In addition, we are committed to helping DynaVox
build on the successful launch of the T10 by continuing to grow
its revenue and accelerating the development and launch of several
new products in the pipeline. Finally, we will take whatever
steps are necessary to provide information to any other interested
parties."
About DynaVox Systems, LLC
DynaVox Systems, LLC -- http://www.dynavoxtech.com-- is a
provider of speech generating devices and symbol-adapted special
education software used to assist individuals in overcoming their
speech, language and learning challenges.
About DynaVox Inc.
DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC. DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.
DynaVox reported net loss attributable to the Company of $9.53
million on $64.95 million of net sales for the year ended June 28,
2013, as compared with a net loss attributable to the Company of
$18.45 million on $97.31 million of net sales for the year ended
June 29, 2012. The Company's balance sheet at June 28, 2013,
showed $34.94 million in total assets, $27.17 million in total
liabilities, and $7.76 million in total equity.
Deloitte & Touche LLP, in Pittsburgh, Pennsylvania, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 28, 2013. The independent
auditors noted that the Corporation's default under the 2008
Credit Facility and the continuing decline in revenue, earnings,
and cash flows from historical levels raise substantial doubt
about its ability to continue as a going concern.
EAGLE HOLDINGS: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eagle Holdings & Investment, LLC
aka Indian Hills Shopping Center
aka Indian Hills Plaza
aka Indian Hills
1254 S. John Young Parkway, Suite C
Kissimmee, FL 34741
Case No.: 14-04010
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Judge: Hon. Cynthia C. Jackson
Debtor's Counsel: Peter N Hill, Esq.
WOLFF HILL MCFARLIN & HERRON PA
1851 West Colonial Drive
Orlando, FL 32804
Tel: 407-648-0058
Fax: 407-648-0681
Email: phill@whmh.com
Total Assets: $16,074
Total Liabilities: $4.43 million
The petition was signed by Thomas E. Chalifoux, Jr., manager.
A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-4010.pdf
EASTERN HILLS: April 15 Hearing on Motion to Sell Property
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
continued until April 15, 2014, at 1:30 p.m., the hearing to
consider the motion to sell Eastern Hills Country Club's property
under 11 U.S.C. Section 363(b).
Robert Yaquinto, Jr., the Chapter 11 trustee for the Debtor,
requested for the continuation of the hearing.
On March 19, creditors Garland I.S.D. and the City of Garland,
Texas filed a limited objection to the trustee's amended sale
motion. The respondents request that all ad valorem taxes due and
owing to for tax years 2012 and 2013 must be paid in full, with
appropriate interest, penalties and other allowable costs upon
closing of the sale transaction. Ad valorem tax liabilities
incurred by the Debtor for tax year 2014 must be assumed by the
purchaser(s) of the property being sold
Respondents are local taxing entity and levy, assess and collect
state ad valorem property taxes assessed on both real and personal
property located within their respective jurisdictions.
Respondents hold statutory tax liens on both the real and business
personal property that is the subject of the trustee's motion by
virtue of the provisions of Sections 32.01 and 32.05 of the Texas
Property Tax Code. The tax liens attach to all property owned or
claimed by the Debtor as of January 1 of each tax year and
currently secure repayment of tax liabilities for tax years 2012,
2013, and 2014. The tax liens are superior to any other lien or
claim, regardless of the date that any other lien or claim may
have been perfected.
As reported in the Troubled Company Reporter on April 2, 2014, the
Debtor owns real property and operates as a country club. It
filed bankruptcy due to alleged embezzlement, and falling behind
on payments to the Internal Revenue Service, Texas Alcohol and
Beverage Commission, and other vendors and suppliers. In 2006,
the Debtor entered into a plan of merger as part of an agreement
to keep it operating, which allows a buyout of the debtor for
$500,000 if the "requisite number of equity members" approve it.
On March 17, the trustee filed an amended motion to sell the
Eastern Hills Country Club free and clear of all liens, claims and
encumbrances. The amended motion was filed to correct the prayer
from the first motion, filed March 12, to also seek the Court's
authorization of the sale free and clear of all deed restrictions,
namely the buyout provision. The Debtor's property is encumbered
by tax liens, and possibly mechanics and materialmen's liens.
The trustee believes that any purchase money mortgage debt has
been satisfied and is seeking a release from Citibank, the
successor to Security Bank & Trust.
The professional employed to market the assets received 10
contracts to purchase the Debtor's real property. The trustee
seeks authority to sell the property to H&M Eastern Hills, LLC for
$3,894,000. H&M's offer includes the payment of a $28,000 break
up fee if it is outbid.
The trustee discloses that he has "informed prospective buyers who
have indicated an intention to participate in an auction [that]
bidding will start at $4,000,000." If other prospective
purchasers appear at the hearing on the amended motion, the
Trustee proposes to adjourn the hearing and conduct an auction.
The trustee asserts that the sale will maximize proceeds received
by the estate and that "anything other than a prompt sale
threatens to substantially lower the proceeds available for
creditors and increase the expense related to the administration
of the Estate." The trustee further contends that the proposed
sale is an arm's length transaction arrived at through
disinterested marketing and that H&M is not insider of the debtor
nor has any undisclosed interests. Further, the trustee argues,
the price offered by H&M is fair market value that "may be tested
if a higher or better offer is received."
About Eastern Hills
Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities. The petition was signed by David
Harvey as president. Judge Stacey G. Jernigan presides over the
case. Richard W. Ward, Esq., serves as the Debtor's counsel.
According to Web site, http://www.easternhillscc.com,the Eastern
Hills Country Club in Garland Texas, was established in 1954 and
boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq.
foot putting green, practice facility, and driving range. The
golf course has been home of the Texas Womens Open since 2011.
The Department of the Treasury, Internal Revenue Service, the
State of Texas and VGM Financial Services, 1111 W. San Marnan,
Waterloo, IA 50701 assert interest on inventory, accounts
receivable and proceeds.
Robert Yaquinto, Jr., has been named the Chapter 11 trustee of
Eastern Hills Country Club. He is represented by his firm,
Sherman & Yaquinto, LLP.
EMIGRANT BANCORP: Fitch Raises Issuer Default Rating to 'BB-'
-------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating for
Emigrant Bancorp (EMIG) to 'BB-' from 'B+'. The short-term IDR
has been affirmed at 'B'. The Rating Outlook is Stable.
The ratings upgrade reflects EMIG's maintenance of strong capital
levels since the company sold its branches late last year. The
divestitures resulted in a sizeable gain, and augmented capital
ratios by roughly 477 basis points (bps). The rating upgrade also
reflects a lower risk profile given reduced exposure to private
equity and hedge funds, as a result of regulatory limits on these
investments by the Volcker Rule. Fitch views reductions of
private equity and hedge fund investments favourably since equity
investments are less liquid and returns are more volatile.
EMIG's Stable Outlook incorporates Fitch's assumption that
nonperforming assets (NPAs) will continue to decline, and core
profitability will improve over the next 12 to 24 months. A full
list of rating actions is at the end of this rating action
commentary.
KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT
Emigrant's capital levels are the company's primary ratings
strength. Tangible common equity levels improved significantly
after the sale of its branch network during second quarter 2013.
EMIG recorded a sizeable gain on the sale, which boosted tangible
common equity (TCE) by approximately 477 bps. At year-end 2013,
TCE stands at 11.8%, and well above peer averages. Fitch's rating
upgrade assumes the maintenance of strong capital levels as the
company looks to build its wealth management and private banking
businesses.
EMIG has materially reduced its investments in private equity
funds to $159 million from $284 million a year ago. Fitch views
this favourably because private equity investments are less liquid
and returns are more volatile. Given passage of the Volcker Rule,
Fitch expects EMIG's exposure to private equity and hedge funds to
be limited in the future. That said, EMIG still has the capacity
to invest in individual private equity investments (i.e. non-
private equity fund investments). Despite the latitude granted to
individual P/E investments under the Volcker Rule, Fitch still
expects that individual private equity investments will be
minimal.
Core earnings performance in 2013 was weak. Core ROAA totaled
approximately 20 to 30 bps during the year. However, Fitch
believes earnings performance in 2014 may improve due to lower
overhead expenses associated with the company's branch network.
However, this may be offset when interest rates rise as EMIG's
balance sheet is liability sensitive, so exposed to a higher
interest rate environment.
Asset quality continues to improve, albeit at a very slow pace.
NPAs totaled $500 million compared to $579 million the prior year.
NPAs are primarily driven by the legacy residential portfolio.
Since many of the past due status residential loans are located in
New York, the foreclosure process is protracted since it is a
judicial foreclosure state. As such, Fitch expects residential
NPAs to decline but at a moderate pace.
Fitch reviewed EMIG as part of its Niche Bank Peer Review, along
with Astoria Financial Corporation, Dime Community Bancshares,
Inc., and New York Community, Inc. Niche banks are defined by
their narrow business models, limited deposit franchises and
geographic concentrations. Fitch views these limitations as
ratings constraints across the peer group. The group is comprised
of banks with total assets ranging from $4 billion to $47 billion
that lend primarily in the New York City metropolitan, residential
real estate market.
RATING SENSITIVITIES - IDRS and VRs and SENIOR DEBT
EMIG's ratings are sensitive to a change in core earnings
performance, and further improvement in asset quality. EMIG's
ratings could see further positive momentum if earnings improve
significantly, while maintaining low credit costs. EMIG's balance
of NPAs is significantly elevated given the extended period of
time it takes to work problem assets through the foreclosure
process. Realized credit costs to date have been manageable. If
EMIG materially winds down its balance of problem assets, while
maintaining low credit costs, Fitch would view this favourably.
Over the long term, EMIG's ratings are sensitive to the company's
ability to build up its wealth management franchise. To the
extent that Fitch can observe stable and meaningful fee income
from its wealth management business, Fitch could see further
ratings improvement. That said, Fitch believes wealth management
growth is a longer term proposition given the deep relationships
needed in private banking and wealth management.
Conversely, Fitch believes a number of triggers could generate
negative ratings pressure. Should EMIG not be able to generate
core earnings or asset quality improvement over the next 12 to 24
months, EMIG's Negative ratings momentum could build. If capital
levels decline significantly EMIG's ratings would be revisited.
And finally, a meaningful increase to higher risk assets on the
balance sheet such as leveraged loans could also be a driver for
negative ratings action.
KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
EMIG's trust preferred issuances are notched below EMIG's VR. The
notch differential reflects loss severity and an assessment of
increment non-performance risk.
RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES
EMIG's trust preferred issuances are sensitive to changes in
EMIG's VR. The rating sensitivities for the VR are listed above.
KEY RATING DRIVERS - HOLDING COMPANY
EMIG's IDR and VR are equalized with those of its bank
subsidiaries 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.
RATING SENSITIVITIES - HOLDING COMPANY
Should EMIG begin to exhibit signs of weakness, demonstrate
trouble accessing the capital markets, or have inadequate cash
flow coverage to meet near-term obligations, there is the
potential that Fitch could notch the holding company IDR and VR
from the ratings of its bank subsidiaries.
KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR
EMIG's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.
RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR
EMIG's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.
Fitch has upgraded the following ratings with a Stable Outlook.
Emigrant Bancorp
-- Long-term IDR to 'BB-' from 'B+';
-- Viability Rating to 'bb-' from 'b+';
-- Senior unsecured to 'BB-' from 'B-/RR6'.
Emigrant Bank
-- Long-term IDR 'BB-' from 'B+';
-- Viability Rating to 'bb-' from 'b+';
-- Long-term deposits to 'BB' from 'BB-'.
Emigrant Mercantile Bank
-- Long-term IDR to 'BB-' from 'B+'.
Emigrant Capital Trust I & II
-- Trust preferred stock to 'B' from 'CCC/RR6'.
Fitch has affirmed the following ratings
Emigrant Bancorp
-- Short-term IDR 'at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
Emigrant Bank
-- Short-term IDR at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF';
-- Short-term deposits at 'B'.
Emigrant Mercantile Bank;
-- Short-term IDR at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
EXCO RESOURCES: Moody's Rates $400MM Sr. Unsecured Notes 'B3'
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to EXCO Resources,
Inc's (XCO) $400 million senior unsecured notes and affirmed its
B1 Corporate Family Rating (CFR). Moody's also upgraded XCO's
senior secured rating to Ba2 from Ba3. Note proceeds will be used
to repay XCO's first lien term loan, with the balance used to
repay a portion of the outstandings drawn under XCO's revolving
credit facility. The outlook is stable.
"Moody's regards this transaction as an opportunity for EXCO to
further bolster its liquidity," commented Andrew Brooks, Moody's
Vice President, "as it prepares to grow its investment in its
recently acquired Eagle Ford Shale acreage."
Ratings assigned:
Senior Unsecured Notes, Rated B3 LGD5-73%
Ratings upgraded:
Senior Secured Revolver, Upgraded to Ba2 LGD2-19% From Ba3
LGD3-33%
Ratings affirmed:
Probability of Default Rating, Affirmed B1-PD
Speculative Grade Liquidity Rating, Affirmed SGL-3
Corporate Family Rating, Affirmed B1
Senior Unsecured Regular Bond/Debenture Sep 15, 2018, Affirmed
B3 LGD5-73%
Senior Secured Term Loan, Affirmed Ba3 LGD3-33%
Ratings Rationale
The senior unsecured notes are rated B3, two-notches beneath XCO's
B1 CFR, despite the relatively smaller priority claim of its $900
million secured borrowing base revolving credit relative to the
company's asset base. Moody's upgraded XCO's senior secured rating
one-notch to Ba2 from Ba3 reflecting the repayment of its secured
term loan with the proceeds of the proposed unsecured notes issue.
We believe the B3 unsecured and Ba2 senior secured ratings are
more appropriate for the senior unsecured notes and the senior
secured revolving credit, respectively, than the B2 and Ba1
ratings suggested under Moody's Loss Given Default Methodology as
a result of the changes in the company's capital structure
inherent to this proposed note issue.
XCO's B1 CFR reflects its significant exposure to weak US natural
gas prices, prompting weakness in cash margins and pressured
liquidity. While its July 2013 acquisition of Eagle Ford Shale
acreage has begun to add limited higher margin oil production to
the total, we presume XCO will remain predominantly a producer of
natural gas. The ratings are supported by the proactive effort XCO
has made to manage its liquidity through spending reductions,
asset sales and January's rights offering, and partnership
undertakings to stimulate growth. Debt leverage at year-end 2013
moved up to roughly $26,000 per flowing barrel of oil equivalent
(Boe); with debt levels up only marginally year-on-year, this
increase is a function of declining volumes of natural production.
Beginning in 2015, a joint venture agreement with Kohlberg Kravis
Roberts & Co, L.P. (KKR), entered into in 2013, for the
development of certain Eagle Ford undeveloped acreage will begin
to contribute incremental oil production and cash flow. The
structure of this joint venture agreement with KKR will likely
require XCO to incur additional ongoing indebtedness in order to
acquire this incremental production from KKR. Reversing production
declines should then also contribute to an improving trend in
relative debt leverage. However, during the interim period weak
natural gas prices are expected to persist and will continue to
pressure XCO's cash flow and margins, prompting the company to
focus on debt reduction and liquidity enhancement, which is
supportive of the rating.
The rating outlook is stable reflecting the actions XCO has
undertaken to align its spending with lower cash flow, reduce debt
levels and proactively manage its liquidity position. A ratings
downgrade could be considered if liquidity falls below $200
million. Additionally, a downgrade could occur if leverage
approaches and is sustained above $14 of debt per Boe of proved
developed reserves, or $25,000 per Boe of average daily
production. A rating upgrade in the near term is unlikely.
However, should XCO restore a growth trajectory to its reserves
and production while reducing debt leverage to $8 per Boe of
proved developed reserves and $15,000 per Boe of average daily
production, and increase its cash margins sufficient to sustain a
1.5x leveraged full-cycle ratio, an upgrade could be considered.
EXCO Resources, Inc. is an independent exploration and production
company headquartered in Dallas, Texas.
ENERGEN CORP: Moody's Downgrades Senior Note Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service downgraded Energen Corporation's senior
note rating to Ba1 from Baa3 following the announced sale of
Alabama Gas Corporation (Alagasco) to The Laclede Group. Moody's
assigned a Ba1 Corporate Family Rating with a negative outlook and
a SGL-2 Speculative Grade Liquidity Rating to Energen. The A2
rating for Alabama Gas Corporation was placed under review,
direction uncertain.
Energen Corporation
Corporate Family Rating: assigned Ba1
Probability of Default Rating: assigned Ba1-PD
Senior Unsecured: downgraded to Ba1 from Baa3
Loss Given Default Rating: assigned LGD4-52%
Senior Unsecured MTN: downgraded to (P)Ba1 from (P)Baa3
Senior Unsecured Shelf: downgraded to (P)Ba1 from (P)Baa3
Preferred Shelf: downgraded to (P)Ba3 from (P)Ba2
Outlook: Negative
Issuer: Alabama Gas Corporation
Senior Unsecured: A2 ratings under review, direction uncertain
Senior Unsecured MTN: (P)A2 ratings under review, direction
uncertain
Outlook: changed to ratings under review from negative
"Moody's downgrade of Energen reflects our concern that the weak
capital efficiency reported for 2013 will continue into 2014 and
beyond, hindering Energen's ability to build scale," said Stuart
Miller, Moody's Vice President. "Energen's scale and leverage is
comparable to Ba2 rated companies. However, the ownership of
Alagasco provides one notch of uplift. With the sale of Alagasco,
Energen will become a pure play exploration and production
company. The reduction in leverage that will result from the sale
is helpful from a ratings perspective, but a further downgrade is
possible if Energen fails to deliver increasing levels of
production, reserves, and capital efficiency without an increase
in leverage."
Ratings Rationale
Moody's rates Energen primarily as an E&P company since those
operations represent over 80% of consolidated EBITDA and assets.
On a stand-alone basis, Energen's scale, as measured by reserves
and production, more closely resembles a Ba2 company. The
ownership of Alagasco, with its stable rate-based cash flow,
provides uplift to support the Ba1 rating. Once Alagasco is sold,
Energen will use the sales proceeds to reduce leverage which will
offset the negative impact of the loss of Alagasco's stable cash
flow. However, significant growth in reserves and production will
be needed to support the Ba1 rating on a stand-alone basis. Until
capital efficiency improves, this will be difficult to achieve.
Energen's core holdings in the Permian Basin are a work in process
as the company works its way up the learning curve. Finding and
development costs in 2013 were in excess of $26 per Boe, a level
that exceeds every other Permian Basin focused producer that we
rate. Stabilizing its rating will be highly dependent on the level
of success Energen achieves in bringing this cost more in line
with its peers.
Moody's downgrade action follows Energen's failure to meet the
year end 2013 leverage targets that Moody's set in early 2013 when
the ratings were assigned a negative outlook. E&P debt to average
daily production was nearly $26,000 and debt to proved developed
reserves was $6.90. The inability to reduce leverage organically
was an important factor in the downgrade decision as it results
from the weak capital efficiency realized in 2013 -- the leveraged
full cycle ratio was only 1.1x at year end 2013. A continuation of
this level of capital efficiency will make production and reserve
growth difficult without an increase in leverage.
The rating of Alagasco on a stand-alone basis would be a strong
single A, however its current rating is influenced by the credit
metrics of its parent. The five notches of difference between the
ratings of Energen at Ba1 and Alagasco at A2 is considered unusual
and significant. Therefore, the downgrade of Energen pressures
Alagasco's rating and would normally lead to the downgrade of the
utility company. However, should the sale of Alagasco to The
Laclede Group (Laclede, Baa1 negative) be completed as planned,
the need for a downgrade is reduced because of the relatively
stronger acquirer. For this reason, we have placed Alagasco's
rating under review, direction uncertain to reflect the
possibility of a downgrade if the sale is not completed. If the
sale is completed as planned, it is likely the Alagasco rating
will be affirmed, or possibly upgraded.
Both Energen and Alagasco have adequate liquidity. From a cash
flow perspective, Energen is expected to outspend cash flow in
2014 by over $100 million, although a significant portion of its
$1.1 billion capital expenditure budget is discretionary. There is
ample room under its revolving credit facilities to fund this
small projected deficit. Energen and Alagasco have revolving
credit facilities that total $1,250 million and $100 million,
respectively. At December 31, 2013, Energen had over $800 million
of availability under its credit facilities. Both facilities
require the ratio of debt to total capitalization to be maintained
below 65%. Neither company is in danger of violating this covenant
by a wide margin. The credit facilities are unsecured, therefore
each company could sell assets to generate additional liquidity.
The Corporate Family Rating of Energen could be downgraded to Ba2
if debt to average daily production remains above $20,000 per Boe
after the sale of Alagasco and if the leveraged full cycle ratio
remains below 1.5x at year end 2014. An upgrade is unlikely
without significant improvement in scale and a good track record
of reserve and production growth, but only if the leveraged full
cycle ratio is comfortably over 1.5x.
The rating at Alagasco could be downgraded if the sale falls
through or if the ratio of operating cash flow to debt falls below
25%. After the sale to Laclede, a stabilization of the outlook or
an upgrade is possible depending on the post-acquisition
capitalization of Alagasco as well as Laclede.
The principal methodologies used in this rating were the Global
Independent Exploration and Production Industry published in
December 2011, the Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009, and the Regulated Electric and Gas Utilities Industry
published in December 2013.
Headquartered in Birmingham, Alabama, Energen Corporation is a
holding company whose subsidiaries engage in natural gas and crude
oil production and natural gas distribution.
FAB UNIVERSAL: Gets NYSE MKT Listing Noncompliance Notice
---------------------------------------------------------
FAB Universal, a worldwide distributor of digital media and
entertainment disclosed that on April 7, 2014 that it had received
notice from NYSE MKT LLC that, based upon a review of the
Securities and Exchange Commission's EDGAR database, that FAB
Universal Corp. has yet to file it Form 10K for the year ended
December 31, 2013. As such, FAB Universal Corp. (a) is not in
compliance with Sections 134 and 1101 of the NYSE MKT Company
Guide. In addition, the Company's failure to timely file this
report is a material violation of its listing agreement with the
Exchange and therefor, pursuant to Section 1003(d) of the Company
Guide, the Exchange is authorized to suspend and, unless prompt
corrective action is take, remove the Company's securities from
the Exchange.
In order to maintain its listing, the Company must submit a plan
of compliance by April 17, 2014, addressing how it intends to
regain compliance with Sections 134 and 1101 of the Company Guide
by July 1, 2014. The staff of the Issuer Oversight Department of
NYSE Regulation will evaluate the Plan and make a determination as
to whether the Company has demonstrated an ability to regain
compliance with the applicable continued listing standards within
the specified timeframe. If the plan, as submitted, is not
accepted, FAB Universal Corp will be subject to delisting
proceedings.
About FAB Universal Corp.
Pittsburgh-based FAB Universal Corp. --
http://www.fabuniversal.com-- engages in digital media
entertainment sales and distribution. FAB delivers media to its
customers worldwide through Intelligent Kiosks, Retail Stores and
Franchises, and online through Apple iTunes and Google Android.
It distributes billions of movie, music, podcast, TV show and
other digital files to consumers in 240 countries through three
business units: Digital Media Services, Retail Media Sales and
Wholesale Media Distribution. Sales of digital media are generated
through the kiosks networks, subscription sales for mobile
devices, smartphone Apps and Netflix-like subscription models.
FINJAN HOLDINGS: Amends 21.5 Million Share Resale Prospectus
------------------------------------------------------------
Finjan Holdings, Inc., filed with the U.S. Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the offer and resale or other disposition from time to time by
BCPI I, L.P., Israel Seed IV, L.P., HarbourVest International
Private Equity Partners IV Direct Fund L.P., et al., of up to
21,556,447 shares of the common stock, par value $0.0001 per
share, of the Company. The Company amended the registration
statement to delay its effective date.
The Company will not receive any proceeds from the sale of shares
held by the selling stockholders.
The Company's common stock is quoted on OTC Markets ? OTCQB tier
under the symbol "FNJN." The Company effected a 1-for-12 reverse
stock split of our common stock, and the Company's common stock
commenced trading on a post-split basis, on Aug. 22, 2013. On
April 3, 2014, the last reported closing bid price for the
Company's common stock as reported on the OTCQB tier of the OTC
Markets was $ 6.65 per share. These over-the-counter quotations
reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
A copy of the Form S-1/A is available for free at:
http://is.gd/EdH70Y
About Finjan
Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats. Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.
Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011. Finjan
Holdings' balance sheet at Sept. 30, 2013, showed $30.35
million in total assets, $927,000 in total liabilities and $29.42
million in total stockholders' equity.
Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses and negative cash flows from operations and an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.
FIRST CONNECTICUT: Explains Misread Financial Forms
---------------------------------------------------
The Bankruptcy Court denies the request of SWJ Management, LLC, to
dismiss the bankruptcy case of First Connecticut Holding Group,
LLC.
SWJ Management alleged accounting irregularities in First
Connecticut's financial statements. Bruce J. Duke, Esq., in Mount
Laurel, New Jersey, pointed out that the bankruptcy filing is
fraudulent based on an analysis made by Zubair Ahmad, an
accountant and retired federal lending examiner.
In its response to SWJ Management, First Connecticut clarified
that the irregularities were due to confusion with the statement
of financial affairs form, although the numbers reported are
accurate.
James A. Scarpone, Esq., at Scarpone & Vargo, LLC, in Newark, New
Jersey, explained that the forms asked for gross receipts for "two
years immediately preceding this calendar year" so First
Connecticut reported aggregate gross receipts as:
(a) two years ending December 31, 2012 for $6,280,198;
(b) two years ending December 31, 2011 for $5,526,575; and
(c) two years ending December 31, 2010 for $5,084,449.
The form is probably seeking receipts in one-year increments
instead of two, Mr. Scarpone admitted, but First Connecticut's
accounting staff appears to have been confused about the manner in
which the information was supposed to be reported.
SWJ Management had analyzed the financial statements assuming the
figures were in one-year increments. SWJ Management then
extrapolated average monthly gross revenue from the two-year gross
revenue by dividing those figures by 12 instead of 24.
Properly calculated, the average prepetition monthly gross
receipts for the two year periods are:
(a) $261,675 for the two-year period ending 2012;
(b) $230,274 for the two-year period ending 2011; and
(c) $211,852 for the two-year period ending 2010.
As calculated by SWJ Management's accountant, First Connecticut's
monthly gross receipts average $240,000.
About First Connecticut Holding
First Connecticut Holding Group, L.L.C., IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey. Lorraine Mocco, as managing member, signed
the petition. Judge Donald H. Steckroth presides over the case.
The Debtor's scheduled assets were $12,287,218 and scheduled
liabilities were $68,655,579.
Donald W. Clarke, Esq., of Wasserman, Jurista & Stolz, P.C.,
serves as counsel to the Debtor. James Scarpone, Esq., of
Scarpone & Vargo, LLC, serves as special counsel.
FLORIDA GAMING: Delays Form 10-K Filing, Cites Auditor's Claims
---------------------------------------------------------------
Kim Tharp, Chief Financial Officer at Florida Gaming Corporation,
said that in connection with the Bankruptcy Cases, the Company's
auditor filed a proof of claim against the Company relating to
fees owed in connection with the audit performed for the fiscal
year ended December 31, 2012. The United States Trustee assigned
to the Chapter 11 Cases has objected to the Company's engagement
of these auditors to audit the Company's financial statements for
the year ended December 31, 2013.
The Company does not expect the Bankruptcy Cases to result in the
Company receiving sufficient proceeds to satisfy the auditor's
claim in full or to engage an auditor to perform an audit of the
Company's financial statements for the year ended December 31,
2013. For this reason, the Company will not be able to timely
file its Annual Report on Form 10-K for the 12 months ended
December 31, 2013 without unreasonable effort or expense.
The Company sad it will not file the Annual Report within the 15-
day extension period provided by Rule 12b-25 and cannot provide
assurance as to when, or if, it will complete the filing.
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.
Bankruptcy Judge Robert A. Mark oversees the case. 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: Expects Court to Approve Sale to ABC Funding
------------------------------------------------------------
Florida Gaming Corporation and its wholly owned subsidiary,
Florida Gaming Centers, Inc., on March 26, 2014, conducted an
auction under the provisions of Chapter 11 of the Bankruptcy Code
to determine the highest and best bid for substantially all of
Centers' assets.
At the Auction, the Company and Centers determined the highest and
best bid to be that of Fronton Holdings, LLC, an affiliate of ABC
Funding, LLC, the administrative agent under a Credit Agreement
dated April 25, 2011, by and among ABC, Centers, the Company, and
the Lenders who are party thereto. Fronton's bid consisted of:
-- $140.0 million in cash,
-- the assumption of approximately $13.77 million in debt
obligations owed to Miami-Dade County, Florida, and
-- the assumption of approximately $2.1 million in Centers'
accounts payable.
The second highest and best bid at the Auction was that of GLP
Capital, L.P., a Florida limited partnership, and MGA Florida
Holding, LLC, a Florida limited liability company.
In a regulatory filing on April 7, the Company and Centers expect
the Bankruptcy Court for the Southern District of Florida to enter
an order approving the results of the Auction, with ABC as the
winning bidder and GLP/MGA as the alternate bidder.
On March 20, 2014, the Bankruptcy Court entered an order approving
a Settlement Agreement by and among (i) the Company, Centers, Tara
Club Estates, Inc., and Freedom Holding, Inc.; (ii) the Committee
of Unsecured Creditors of the Company and Centers in their
respective bankruptcy cases,; (iii) ABC, as administrative agent;
and (iv) William B. Collett and William B. Collett, Jr.
Based on the priority of the payments set forth in the Settlement
Agreement, after payment of administrative costs, fees and
expenses arising as a result of the Bankruptcy Cases and the
Auction, Florida Gaming expects the proceeds from the Auction to
completely satisfy all of the Company's and Centers' obligations
under the Credit Agreement (and related agreements), to repay in
full all of Centers' general unsecured creditors, and provide for
a partial payment to the Company's non-insider and unsubordinated
creditors. The Company does not expect that insider or
subordinated creditors of the Company will receive any payment as
a result of the Auction. Further, the Company does not expect that
its preferred or common stockholders will receive any distribution
as a result of the Auction.
As reported by the Troubled Company Reporter, Evan S. Benn,
writing for the Miami Herald, reported that ABC Funding defeated
bids from casino operators Mohegan Tribal Gaming Authority and
Penn National Gaming as well as Chicago private-equity firm Z
Capital, according to Luis Salazar, Esq., an attorney who
represented Casino Miami Jai-Alai at the auction at the Biltmore
in Coral Gables.
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. Silvermark, a New York-based investment firm, owns
casinos in Panama and Curacao.
ABC provided an $87 million loan to Florida Gaming in 2011.
Patrick Fitzgerald, writing for The Wall Street Journal, recounted
that as early as June 2011, the lenders began to declare events of
default for the company's failure to make principal payments. In
September 2012, ABC Funding filed a foreclosure action on the
facility. The loan eventually reached $127 million, as the
defaults caused the interest rate to skyrocket to 33%. Miami Jai-
Alai has accused its lenders of an unlawful "loan-to-own" scheme
in an effort to have the debt wiped away. ABC Funding has denied
these allegations in court documents. As a result of the
contentious relationship with its lender, the company was unable
to execute the deal to sell its assets outside of Chapter 11
bankruptcy protection.
An investment bank later valued the casino as being worth $180
million.
Florida Gaming must pay Silvermark, which served as stalking horse
bidder, a $4 million "breakup" fee.
ABC is the Agent for 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.
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.
Bankruptcy Judge Robert A. Mark oversees the case. 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.
FOUR OAKS: Kenneth Lehman Stake at 9.9% as of March 27
------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Kenneth R. Lehman disclosed that as of March 27, 2014,
he beneficially owned 875,000 shares of common stock of Four Oaks
Fincorp, Inc., representing 9.9 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:
http://is.gd/pImrry
About Four Oaks
Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company. The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.
Four Oaks disclosed a net loss of $350,000 on $29.93 million of
total interest and dividend income for the year ended Dec. 31,
2013, as compared with a net loss of $6.96 million on $34.37
million of total interest and dividend income in 2012. Four Oaks
incurred a net loss of $9.09 million in 2011. The Company's
balance sheet at Dec. 31, 2013, shows $821.54 million in total
assets, $799.92 million in total liabilities and $21.62 million in
total stockholders' equity.
Written Agreement
In late May 2011, the Company and the bank entered into the
Written Agreement with the FRB and the NCCOB. Under the terms of
the Written Agreement, the bank developed and submitted for
approval, within the time periods specified, plans to:
* revise lending and credit administration policies and
procedures at the bank and provide relevant training
* enhance the bank's real estate appraisal policies and
procedures
* enhance the bank's loan grading and independent loan review
programs
* improve the bank's position with respect to loans,
relationships, or other assets in excess of $750,000, which
are now or in the future become past due more than 90 days,
are on the bank's problem loan list, or adversely classified
in any report of examination of the bank, and
* review and revise the bank's current policy regarding the
bank's allowance for loan and lease losses and maintain a
program for the maintenance of an adequate allowance
In addition, the bank agreed that it will:
* refrain from extending, renewing, or restructuring any credit
to or for the benefit of any borrower, or related interest,
whose loans or other extensions of credit have been
criticized in any report of examination of the bank absent
prior approval by the bank's board of directors or a
designated committee of the board in accordance with the
restrictions in the Written Agreement
* eliminate from its books, by charge-off or collection, all
assets or portions of assets classified as "loss" in any
report of examination of the bank, unless otherwise approved
by the FRB and the NCCOB, and
* take all necessary steps to correct all violations of law or
regulation cited by the FRB and the NCCOB
In addition, the Company has agreed that it will:
* refrain from taking any form of payment representing a
reduction in capital from the bank or make any distributions
of interest, principal, or other sums on subordinated
debentures or trust preferred securities absent prior
regulatory approval
* refrain from incurring, increasing, or guaranteeing any debt
without the prior written approval of the FRB, and
* refrain from purchasing or redeeming any shares of its stock
without the prior written consent of the FRB
FTS INTERNATIONAL: Moody's Rates $550MM Sr. Secured Debt 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to FTS
International, Inc.'s (FTSI) $550 million senior secured term loan
facility due 2021 and a B2 rating to FTSI's $500 senior secured
notes due 2022. Moody's affirmed FTSI's B2 Corporate Family Rating
(CFR) and changed the Speculative Grade Liquidity Rating (SGL) to
SGL-2 from SGL-3. The stable outlook was maintained.
FTSI intends to use net proceeds from the proposed $500 million
senior secured notes offering, together with borrowings under its
$550 million new senior secured term loan facility and cash, to
repay $1,055 million drawn under its existing senior secured term
loan facility scheduled to mature May 2016.
Moody's expects to withdraw the B2 rating of FTSI's existing
senior secured term loan facility once the proposed transactions
close, given the outstanding balance will be fully repaid and no
longer exist.
"This refinancing transaction will improve FTSI's debt maturity
profile, lower interest burden and simplify the capital structure
providing enhanced financial flexibility," stated Michael Somogyi,
Moody's Vice President -- Senior Analyst.
Rating Actions
Issuer: FTS International, Inc. (FTSI)
Corporate Family Rating (CFR), affirmed B2
Probability of Default Rating (PDR), affirmed B2-PD
$550 million Senior Secured Term Loan Facility due 2021,
assigned B2 (LGD4, 54%)
$500 million Senior Secured Notes due 2022, assigned B2 (LGD4,
54%)
Speculative Grade Liquidity (SGL) rating, changed to SGL-2 from
SGL-3
Outlook, stable outlook maintained
Ratings Rationale
FTSI's new $550 million senior secured term loan facility and
proposed $500 million senior secured notes are rated B2, equal to
FTSI's B2 CFR under Moody's Loss Given Default Methodology. Both
the term loan facility and senior notes are secured on a first
priority basis by 100% of the equity interests in its domestic
subsidiaries and 65% of equity interests in first-tier foreign
subsidiaries. Both the term loan facility and senior notes are
subordinate to FTSI's new $200 million ABL revolving credit
facility (unrated) with a second priority lien on the ABL
collateral comprised of accounts receivables, inventory, deposit
accounts, cash and related assets. FTSI's wholly-owned subsidiary,
FTS International Services, LLC is a co-borrower under the ABL
facility.
FTSI's B2 CFR is reflective of its high quality fleet of
fracturing equipment, substantial market position and declining
leverage. The rating is restrained by the company's high
concentration in one service line (domestic pressure pumping) and
its exposure to the extremely competitive and highly cyclical
industry landscape dominated by much larger and financially
stronger players. The rating incorporates the expectation of
improving demand for FTSI's services driven by the increase in
horizontal drilling activity across unconventional shale plays and
the associated higher number of fracturing stages per well.
FTSI operates in a highly cyclical industry with the level of
drilling activity by E&P companies being the key driver
influencing demand for fracturing services. E&P capex, in turn,
depends largely on current and anticipated future crude oil and
natural gas prices and production depletion rates. Low natural gas
prices, the resulting shift by E&P companies from natural gas to
oil and liquids-rich plays and an increase in the supply of
hydraulic fracturing equipment have all combined to reduce the
prices for hydraulic fracturing services. Additionally, the
fracturing services industry, as a whole, experienced a sharp
increase in costs associated with certain materials used in the
hydraulic fracturing process and logistics and mobilization costs
to relocate equipment from natural gas plays to oil and liquids
plays.
Since late 2012, under a new management team, FTSI has taken steps
to improve its balance sheet and redirect its strategic focus on
its core well stimulation services. The company completed the sale
of substantially all of its proppant business and related
logistics assets to Fairmount Minerals (B1 stable) in September
2013 for approximately $350 million. Proceeds were used to tender
for effectively 99% of the outstanding unsecured notes at FTSI
International Services, LLC (unrated) and repay a portion of its
existing senior secured term loan facility at FTSI. These
initiatives have led to a simplied capital structure while
lowering consolidated debt to approximately $1.1 billion as of
December 31, 2013, from over $1.9 billion as of December 31, 2011.
"The SGL-2 rating reflects good liquidity with pro forma cash on
hand of about $6 million and full availability under FTSI's new
$200 million ABL facility. We also expect cash flow to gradually
improve as horizontal drilling activity and fracturing stage
counts continue to increase while the attrition of excess
equipment capacity further supports improved pricing and higher
revenues per fracturing stage. FTSI's ABL facility is scheduled to
mature in 2019 while the company's new senior secured term loan
facility is scheduled to mature in 2021. The ABL facility is
subject to a minimum fixed charge coverage ratio of 1.0x while the
term loan facility was structure as a covenant lite facility with
no financial covenants," Moody's said.
The rating outlook is stable, reflective of realized debt
reduction and enhanced financial flexibility. An upgrade is
unlikely absent improved pricing, higher operating margins and
leverage aproaching 3.5x. The ratings could be considered for
downgrade if earnings were to decline to levels that result in
leverage to be sustained above 5.0x
The principal methodology used in this rating was the Global
Oilfield Services Raitng Methodology published in December 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.
FTS International Inc. is a privately held oilfield services
company based in Fort Worth, Texas.
FTS INTERNATIONAL: S&P Assigns 'B-' Rating to $550MM Term Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating and '4' recovery rating to Ft. Worth, Texas-
based oilfield services company FTS International Inc.'s (FTSI)
proposed $550 million term loan maturing in 2021 and its proposed
$500 million secured notes due 2022. S&P's '4' recovery rating on
this debt indicates its expectation for average (30% to 50%)
recovery in the event of a payment default. The 'B-' corporate
credit rating and positive rating outlook on FTSI remain
unchanged.
The company plans to use proceeds from the debt offering to repay
the $1.055 billion outstanding on its existing term loan maturing
in 2016. The transaction will extend the company's debt
maturities by about five years and should reduce annual interest
expense by more than $20 million.
S&P expects the company to fully repay the amounts outstanding on
its existing term loan, at which time we expect to withdraw the
ratings on this debt.
Standard & Poor's ratings on FTSI reflect the company's
"vulnerable" business risk and "highly leveraged" financial risk
profiles. The positive outlook reflects S&P's expectation that
debt to EBITDA will improve to 3.5x by year-end 2014 and to the
3x-3.5x range by year-end 2015, driven by projected growth in
EBITDA.
Ratings List
FTS International Inc.
Corporate credit rating B-/Positive/--
FTS International Inc.
$550 mil term loan maturing in 2021 B-
Recovery rating 4
$500 mil secured notes due 2022 B-
Recovery rating 4
G&Y REALTY: Asks Court to Dismiss Involuntary Ch. 11 Petition
-------------------------------------------------------------
G&Y Realty, LLC, asks the U.S. Bankruptcy Court for the District
of New Jersey to dismiss the involuntary Chapter 11 petition filed
against it by the petitioning creditors and impose sanctions
pursuant to Section 303(i) of the Bankruptcy Code.
Sabir, Inc., one of the petitioning creditors, in a separate
motion, asks the Court to direct the appointment of an interim
trustee in the Chapter 11 case.
Sabir Inc. is represented by Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, LLC. Bruce J. Wisotsky, Esq., at
Norris McLaughlin & Marcus, P.A., in Bridgewater, New Jersey,
represents Steven Mitnick, assignee for the benefit of creditors
of G&Y Realty.
An involuntary Chapter 11 petition was filed against G & Y Realty,
LLC (Case No. 14-16010, Bankr. D.N.J.) on March 28, 2014. The
case is before Judge Rosemary Gambardella.
The Petitioning Creditors are Sabir, Inc. (allegedly owed
$4,131,631), S. N. Walz, LLC (allegedly owed $5,476) and Samia
Ventor LLC (allegedly owed $16,870).
GLOBAL AVIATION: Teamsters Win Summary Judgment in Pilot's Suit
---------------------------------------------------------------
District Judge Frederic Block, Sr., granted summary judgment to
the Teamsters union in the case captioned as, OLA USTAD,
Plaintiff, v. INTERNATIONAL BROTHERHOOD OF TEAMSTERS, LOCAL 747;
INTERNATIONAL BROTHERHOOD OF TEAMSTERS; NORTH AMERICAN AIRLINES;
and GLOBAL AVIATION HOLDINGS, INC., Defendants, No. 10-CV-3894
(FB) (RER) (E.D.N.Y.).
Ola Ustad, a pilot, sued North American Airlines, Global Aviation
Holdings, International Brotherhood of Teamsters, and
International Brotherhood of Teamsters Local 747, alleging that
the Airline violated its collective bargaining agreement with the
Union, and that the Union breached its duty to represent him
fairly.
Ustad was terminated from his employment by the Airline, and
contends that the Union attorney who represented him at his
arbitration proceeding conducted an inadequate evidentiary
investigation. He also argues that the Union failed to contact
him in the first 24 hours after a flight incident to advise him to
file a safety report that would have immunized him from his
eventual discharge for violating safety regulations. Underlying
Ustad's arguments is his belief that, because the Federal Aviation
Administration -- in a proceeding separate from the arbitration --
found that he did not act intentionally, he was fired improperly
by the Airline and that the Union is liable for not having
represented him successfully.
The Union defendants argue that Ustad knew about the safety
reporting procedure and had ample opportunity to file a report.
They also argue that the Union attorney made tactical decisions
that fall well short of a legally cognizable claim.
A copy of the Court's April 1, 2014 Memorandum is available at
http://is.gd/OOyWvRfrom Leagle.com.
Robert L. Herbst, Esq., at Herbst Law PLLC, in Larchmont, NY,
argues for the Plaintiff.
Yvonne L. Brown, Esq., at Spivak Lipton LLP, in New York, and,
Edward Gleason, Int'l Brotherhood of Teamsters, Washington, DC,
argue for the Defendants.
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.
The Deal reported that World Airways Inc. ceased operations on
March 27, 2014, after its bankrupt parent was unable to secure
necessary funding to keep the charter operator airborne.
GLOBAL CASH: S&P Raises CCR to 'BB'; Outlook Positive
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Las Vegas-based Global Cash Access Inc. to 'BB'
from 'BB-'. The outlook is stable.
In addition, S&P raised the issue-level rating on the company's
senior secured first-lien credit facility (consisting of a $35
million revolving credit facility and a $210 million term loan) to
'BBB-' from 'BB+', as a result of the upgrade. The '1' recovery
ratings remains unchanged, indicating S&P's expectation for very
high (90% to 100%) recovery in the event of a payment default.
"We base our upgrade primarily on a revision of GCA's financial
risk profile to 'modest' from 'intermediate,' supported by
sustained leverage below 2x over the past year, despite some
revenue challenges and ongoing pricing pressure," said Standard &
Poor's credit analyst Martha Toll-Reed.
S&P views the industry risk as "intermediate" and the country risk
as "very low."
"We view GCA's business risk profile as "weak," characterized by
high customer concentration (the top five contracts account for
over 30% of revenue), lack of international diversification, niche
product focus, and an increasingly competitive atmosphere and
evolving gaming landscape. However, GCA's clear market leadership
position in its niche, a solid base of recurring revenues stemming
from long-term contracts, and a good historical contract renewal
rate provide partial offsets. Nevertheless, our "negative"
comparable rating assessment reflects the company's relatively
small operating scale, lack of scope and diversity in comparison
to other 'bb+' rated companies, and its susceptibility to economic
downturn and declines in discretionary consumer spending," S&P
said.
"The stable outlook reflects our expectation that GCA will
maintain relatively consistent operating performance and good cash
flow despite limited growth prospects and the likelihood for
ongoing pricing pressure, such that leverage remains below 2x,"
S&P added.
S&P would consider a lower rating if GCA experiences significant
contract losses and margin degradation with leverage sustained
above 2x.
The company's "weak" business risk profile and lack of consistent
revenue growth constrain the potential for a higher rating.
GREGORY WOOD: Administrator Asks Court to Dismiss Case
------------------------------------------------------
The Office of the Bankruptcy Administrator for the Western
District of North Carolina asks the Court to dismiss the cases of
Gregory Wood Products, Inc.
Gregory Wood consents to the case dismissal and believes that it
is in the best interest of creditors and the estate.
David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in
Charlotte, North Carolina, tells the Court that all of Gregory
Wood's assets were sold at foreclosure by Carolina Farm Credit,
ACA, its senior prepetition secured lender.
In a September 2013 monthly status report, Gregory Wood stated
that Carolina Farm Credit has obtained relief from automatic stay
and had scheduled the foreclosure sale on November 1, 2013.
Gregory Wood had not submitted monthly status reports since then.
About Gregory Wood Products
Gregory Wood Products, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.C. Case No. 13-50104) on Feb. 15, 2013, disclosing total
assets of $15.1 million and liabilities of $10.9 million.
The Debtor owns land and building in Woodtech Drive, in Newton,
California, worth $3.28 million, serving as collateral to a
$10.3 million debt. The Debtor valued its machinery and equipment
at $11.3 million. David A. Matthews, Esq., at Shumaker, Loop &
Kendrick, LLP, in Charlotte, North Carolina, serves as counsel to
the Debtor. Judge Laura T. Beyer presides over the case.
GREENSHIFT CORP: Reports $4.4 Million Net Loss in 2013
------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$4.43 million on $15.49 million of total revenue for the year
ended Dec. 31, 2013, as compared with net income of $2.46 million
on $14.51 million of total revenue in 2012.
As of Dec. 31, 2013, the Company had $6.35 million in total
assets, $49.07 million in total liabilities and a $42.72 million
total stockholders' deficit.
Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that the Company could be subject to default of its
senior debt obligation in 2014 if a condition to a forbearance
agreement that is not within the Company's control is not
satisfied. These conditions raise substantial doubt about its
ability to continue as a going concern.
A copy of the Form 10-K is available for free at:
http://is.gd/KJ7rAG
About Greenshift Corporation
Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.
GSG CORPORATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: GSG Corporation
dba Freddies Club
dba Diamond Lil's
111 S. 3rd Street
Renton, WA 98057
Case No.: 14-12663
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
Western District of Washington (Seattle)
Judge: Hon. Timothy W. Dore
Debtor's Counsel: Aimee S Willig, Esq.
BUSH STROUT & KORNFELD LLP
601 Union St Ste 5000
Seattle, WA 98101
Tel: 206- 292-2110
Email: awillig@bskd.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lori K. Bender, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb14-12663.pdf
GULFCO HOLDING: Seeks November Extension of Exclusivity Period
--------------------------------------------------------------
Gulfco Holding Company filed a motion to extend its exclusive
period to solicit acceptances of a chapter 11 plan by 180 days
from March 27 and May 26, 2014 to September 23 and November 22,
2014, respectively. This is the debtor's first request for an
extension. The debtor argues that "cause" exists under section
1121(d) of the Bankruptcy Code to extend the deadlines because the
"facts and circumstances of this case are complex enough to
warrant an extension." Specifically, the debtor relates, its
efforts since the petition date have been consumed litigating an
adversary proceeding against Prospect Capital Corporation for
which the defendant's motion to dismiss is currently under
advisement. The debtor contends that several unresolved
contingencies, including the outcome of the adversary proceeding
and motion to dismiss "will necessarily dictate the terms of any
plan that the Debtor might propose." An extension, therefore,
"will allow and afford the Debtor additional time to focus on the
foregoing unresolved contingencies" and "poses little or no harm
to creditors and affords the Debtor the intended benefit of
exclusivity at this early stage of the case." Objections to the
motion are due by 4 p.m. EST on April 23, 2014, and the hearing on
the motion is set for April 30, 2014 at 9:30 a.m. EST.
About Gulfco Holding
Headquartered in Wilton, Connecticut, Gulfco Holding Corp. filed a
bare-bones Chapter 11 petition (Bankr. D. Del. Case No. 13-13113)
on Nov. 27, 2013.
The Hon. Brendan Linehan Shannon presides over the case. Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
represents the Debtor in its restructuring effort. The Debtor
disclosed $23,000,576 in assets and $46,375,863 in liabilities as
of the Chapter 11 filing.
PNC Bank, National Association is owed $5.4 million and Prospect
Capital Corp. has a disputed claim of $40.95 million on account of
its shares of stock in Gulf Coast Machine & Supply Company.
Altus Capital Partners II, L.P. and its affiliates, Franklin Park
Co-Investment Fund, L.P., David LeBlanc, and Steven Tidwell own
shares in the company.
Elizabeth A. Burgess, as president and CEO, signed the Chapter 11
petition.
No creditors' committee has been appointed in the case.
HAWAII OUTDOOR: Can Use First-Citizens Cash Thru May 14
-------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii approved a 14th stipulated interim order
authorizing David C. Farmer, as Chapter 11 trustee for Hawaii
Outdoor Tours, Inc., to use cash collateral until May 14.
The final hearing or additional interim hearing on the cash
collateral motion is scheduled for May 19 at 9:30 a.m.
Objections, if any, are due May 2.
First-Citizens Bank & Trust Company asserts secured claims and an
unsecured claim in the approximate amount of $5,500,000 and a
superpriority claim that it will seek to have partially paid as a
distribution from the unsecured creditor fund, subject to further
court order.
The trustee will use the cash collateral to administer the
liquidation of the bankruptcy estate and wind down the affairs of
Debtor.
The stipulation was entered among Timothy J. Hogan, Esq., on
behalf of the trustee, Ted N. Pettit, on behalf of the secured
creditor, and Christopher J. Muzzi, Esq., on behalf of the
Official Committee of Unsecured Creditors.
As reported in the Troubled Company Reporter on Oct. 9, 2013, the
Chapter 11 trustee won authority to use cash collateral to
continue operating the property located at 93 Banyan Drive, Hilo,
Hawaii, which includes the hotel known as Naniloa Volcanoes Resort
and a nine-hole golf course known as the Naniloa Volcanoes Gold
Club.
As adequate protection for the trustee's use of collateral, First-
Citizens Bank is granted a senior replacement lien in all of the
borrower accounts created from and after the Petition Date and all
of the Debtor's right, title and interest in, to and under the
prepetition collateral.
The Chapter 11 trustee also granted, assigned and pledged to the
Department of Taxation, State of Hawaii a second priority
replacement lien and security interest, junior to the Senior
Replacement Lien of First-Citizens Bank in all of the Borrower
Accounts created from and after the Petition Date and all of the
Debtor's right, title and interest in, to and under the Pre-
Petition Collateral.
The trustee and First-Citizens Bank have agreed to provide
postpetition financing of a reserve account held by the trustee at
First Hawaiian Bank. First-Citizens Bank will cause the sum of
$100,000 to be wire transferred to the reserve account. The
reserve account funds will be used solely in the event that the
trustee does not have sufficient cash to fund: (i) payroll, (ii)
payroll taxes, (iii) State of Hawaii general excise tax, and/or
(iv) State of Hawaii transient accommodation taxes.
About Hawaii Outdoor Tours
Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012. Naniloa
Volcanoes is a 382-room hotel with a nine-hole golf course. The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually. The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.
First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August. First-Citizens Bank asserts a
claim of $9.95 million. The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortar alone was valued in excess of
$35 million by First Regional's appraiser and the insurance
company.
Bankruptcy Judge Robert J. Faris oversees the case. Ramon J.
Ferrer, Esq., represents the Debtor as counsel.
In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities. The petition was signed by CEO
Kenneth Fujiyama.
Ted N. Petitt, Esq., represents secured creditor First-Citizens
Bank as counsel. Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.
Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.
Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.
The Bankruptcy Court, in the minutes of the hearing held Nov. 12,
2013, authorized the Chapter 11 trustee to sell hotel, assets and
assignments to the highest bidder.
Ken Direction Corporation, the parent company of Hawaii Outdoor
Tours, Inc., filed with the U.S. Bankruptcy Court for the District
of Hawaii on Nov. 5, 2013, a disclosure statement explaining its
proposed plan of reorganization for the Debtor, dated Nov. 4,
2013. According to the Disclosure Statement, the source of about
$14,000,000 in new funds will be the proceeds from the sale of
real estate owned by HPAC, LLC, an affiliated company of the
Proponent, to Shalom Amar Revocable Trust 2000 by way of a 1031
exchange.tion as counsel.
Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.
Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.
The Bankruptcy Court, in the minutes of the hearing held Nov. 12,
2013, authorized the Chapter 11 trustee to sell hotel, assets and
assignments to the highest bidder.
Ken Direction Corporation, the parent company of Hawaii Outdoor
Tours, Inc., filed with the U.S. Bankruptcy Court for the District
of Hawaii on Nov. 5, 2013, a disclosure statement explaining its
proposed plan of reorganization for the Debtor, dated Nov. 4,
2013. According to the Disclosure Statement, the source of about
$14,000,000 in new funds will be the proceeds from the sale of
real estate owned by HPAC, LLC, an affiliated company of the
Proponent, to Shalom Amar Revocable Trust 2000 by way of a 1031
exchange.
HDOS ENTERPRISES: Can Access Cash Collateral Until June 1
---------------------------------------------------------
Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, authorized HDOS
Enterprises to use cash collateral of Torrey Pines Bank until June
1, 2014, pursuant to a budget. A full-text copy of the budget is
available for free at http://is.gd/u2qjh3
A continued interim hearing on the use of cash collateral will
be held on May 21, 2014, commencing at 1:00 p.m., or as soon
thereafter as counsel may be heard in Courtroom 1545 of the Roybal
Federal Building. Objections, if any, are due May 2, 2014.
About Hot Dog On A Stick
Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks. HDOS is owned by its employees.
HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.). The case is assigned to Judge Neil W. Bason.
The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.
The petition was signed by Dan Smith, president and CEO.
The U.S. Trustee has appointed three members to an official
committee of unsecured creditors. The Committee proposes to
retain Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California, as counsel.
HOPKINS NORTHWEST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hopkins Northwest Fund, L.L.C.
910 E. Carol Street
Meridian, ID 83646
Case No.: 14-00544
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
District of Idaho (Boise)
Judge: Hon. Jim D Pappas
Debtor's Counsel: Robert A Faucher, Esq.
HOLAND & HART LLP
POB 2527
Boise, ID 83701
Tel: (208) 342-5000
Email: rfaucher@hollandhart.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Randall H. Hopkins, managing member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/idb14-544.pdf
HOLE IN ONE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hole In One, Inc.
4 Hollaway Blvd
Brownsburg, IN 46112
Case No.: 14-03052
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
Southern District of Indiana (Indianapolis)
Judge: Hon. James K. Coachys
Debtor's Counsel: KC Cohen, Esq.
KC COHEN, LAWYER, PC
151 N Delaware St Ste 1104
Indianapolis, IN 46204
Tel: 317-715-1845
Fax: 317-916-0406
Email: kc@esoft-legal.com
Total Assets: $875,020
Total Liabilities: $2.50 million
The petition was signed by Curt Johnson, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-3052.pdf
IBAHN CORP: Wants Court to Extend Plan Filing Deadline to July 3
----------------------------------------------------------------
iBahn Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to:
a) file a Chapter 11 plan until July 3, 2014, and
b) solicit acceptances of that plan through and until
Sept. 1, 2014.
The Debtors' current deadline to file a Chapter 11 plan was slated
to expire April 4, 2014, absent an extension.
The Debtors tell the Court they should be given a reasonable
opportunity to negotiate an acceptable plan with creditors and to
prepare adequate financial and non-financial information
concerning the ramifications of any proposed plan for disclosure
to creditors.
A hearing is set for April 22, 2014 at 10:00 a.m. (prevailing
Eastern time) to consider the Debtors' extension request.
Objections, if any, are due April 15, 2014.
About iBahn Corp.
Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013. The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.
Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E.
O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang,
Ziehl Young & Jones, LLP, serve as the Debtors' counsel. The
Debtors' claims and noticing agent is Epiq Bankruptcy Solutions.
Epiq also serves as administrative agent. Houlihan Lokey Capital,
Inc., serves as financial advisor and investment banker.
IGLOO HOLDINGS: S&P Lowers CCR to 'B' on Higher Leverage
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Bedford, Mass.-based Interactive Data Corp. and parent
company Igloo Holdings to 'B' from 'B+'. The outlook is stable.
S&P assigned the proposed bank debt a 'B+' issue-level rating,
with a recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery for debtholders in the event of
a payment default.
At the same time, S&P lowered the issue-level ratings on the
company's existing debt by one notch, in conjunction with the
downgrade. Recovery ratings on the company's existing debt issues
remain unchanged.
The corporate credit rating reflects S&P's expectation that
Igloo's appetite for financial risk will remain aggressive and
that consolidated debt leverage will remain high, in the low- to
mid-7x area over the next year. S&P regards Igloo as having a
"satisfactory" business risk profile (based on S&P's criteria),
characterized by its leading position in securities pricing data
and analytics, benefiting from somewhat high barriers to entry and
a diversified client base. S&P assess the company's financial
risk profile as "highly leveraged" based on the company's mid-7x
leverage. S&P assess Igloo's management and governance as "fair."
The comparable rating analysis has a negative impact on S&P's
rating outcome. The company's pro forma leverage, at 7.6x,
significantly exceeds the 5x-or-higher threshold that S&P
associates with a highly leveraged financial risk profile.
Through operating subsidiary Interactive Data, Igloo provides
financial market data, analytics, and related solutions to the
financial services industry. The company's pricing and reference
data segment generates the majority of its revenue and EBITDA.
Because information from this segment is typically fed directly
into clients' systems, switching to a competitor involves
significant system changes. S&P believes that as long as Igloo is
prudent with its pricing policy and can maintain its quality and
service levels, client defection is not a major near-term risk.
Competitors such as Thomson Reuters Corp. and Bloomberg L.P. focus
more on workstations that generally require broader equity or
fixed income data rather than Igloo's niche area of securities
pricing and reference data, which includes hard-to-price
securities, used most often in financial institutions' back and
middle offices. Client retention is high in the pricing and
reference data segment, with annualized quarterly revenue
retention averaging 94% since 2007. S&P believes these positives
more than offset the company's relatively smaller scale of
operations compared with its larger peers.
"Our assessment of Igloo's financial risk profile as highly
leveraged is based on our expectation that leverage will remain
above 5x despite positive organic revenue growth and modest debt
repayment. We also base our assessment on the company's financial
sponsor ownership and some uncertainty regarding its long-term
financial policy and leverage tolerance. We assume that the
company will continue to invest in its technology infrastructure
and product development, which would slow the pace of debt
reduction. We expect that the company's financial policies will
remain aggressive. If leverage declines to more moderate levels,
we expect that additional debt-financed dividends would be
likely," S&P said.
INTERACTIVE DATA: Moody's Rates New $2.05BB Sr. Secured Debt B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Interactive Data
Corporation's ("IDCO") new $2.050 billion senior secured term loan
B due 2021 and $160 million senior secured revolving credit
facility due 2019. In connection with this rating action, Moody's
lowered IDCO's indirect parent Igloo Holdings Corporation's
("Igloo" or the "company") Corporate Family Rating (CFR) to B3
from B2 and Probability of Default Rating (PDR) to B3-PD from B2-
PD following the announcement that IDCO plans to refinance its
debt capital structure and raise incremental debt to fund a second
sizable distribution to its equity and option holders. Moody's
also lowered the rating on Igloo's $350 million PIK Toggle Notes
to Caa2 from Caa1 and affirmed the Speculative Grade Liquidity
Rating at SGL-2. The rating outlook is stable.
Net proceeds plus cash will be used to refinance the existing term
loan B (approximately $1.3 billion outstanding), redeem the 10.25%
senior unsecured notes ($700 million outstanding) and pay an
estimated $273 million dividend to equity sponsors Silver Lake
Technology Management L.L.C. and Warburg Pincus LLC, management
and option holders.
Ratings Assigned:
Issuer: Interactive Data Corporation
$2.050 Billion Senior Secured Term Loan B due 2021 -- B2
(LGD-3, 39%)
$160 Million Senior Secured Revolver due 2019 -- B2 (LGD-3,
39%)
Ratings Downgraded:
Issuer: Igloo Holdings Corporation
Corporate Family Rating to B3 from B2
Probability of Default Rating to B3-PD from B2-PD
$350 Million 8.25% Senior Unsecured PIK Toggle Notes due 2017
to Caa2 (LGD-6, 94%) from Caa1 (LGD-6, 93%)
Ratings Affirmed:
Issuer: Igloo Holdings Corporation
Speculative Grade Liquidity -- SGL-2
The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's. We will withdraw the ratings
and LGD assessments on the existing senior secured credit facility
(term loan and revolver) and 10.25% senior notes upon their full
repayment.
Ratings Rationale
Igloo's CFR revision to B3 reflects the company's high pro forma
financial leverage of 7.6x total debt to EBITDA (Moody's adjusted
as of December 31, 2013) and aggressive financial posture as a
result of the proposed dividend recapitalization. The incremental
debt and $273 million dividend mark the second sizable debt-funded
distribution in less than 18 months. In December 2012, Igloo
increased debt by issuing $350 million PIK Toggle Notes to
partially fund a $439 million distribution to equity and option
holders. We believe debt levels will remain high absent a public
equity offering. Further, the move to increase debt will reduce
the financial flexibility for potential acquisitions, which Igloo
has utilized in the past to supplement organic growth. The
downgrade also considers the decision to fund a dividend at a time
when working capital and capital expenditures are expected to peak
this year due to investments in product development and an ongoing
project (Omega) to integrate the company's product offerings onto
a unified technology platform. As a result, we expect free cash
flow (excluding the dividend) will weaken to a range of nil to $10
million in 2014.
At the same time, Igloo's B3 rating is supported by its good
market position in fixed income evaluated pricing and reference
data services for financial institutions, tempered by high
adjusted debt to EBITDA leverage and event risks related to
acquisitions, cash distributions or other leveraging actions by
the equity sponsors. Igloo's broad coverage of and evaluated
pricing capabilities for a variety of securities, global data
collection infrastructure, good customer and geographic diversity
and a high percentage of recurring subscription revenue contribute
to its market position, operational stability and good cash flow
generation. The mission-critical nature of the company's pricing
and reference data content and services to daily net asset value
calculations for a wide range of money management firms as well as
limited exposure to primary market new issuance activity results
in high customer retention and dampens the magnitude of cyclical
revenue volatility, notwithstanding that earnings of its primary
customers are cyclical. A good liquidity position provides the
company with flexibility to manage efforts by its customer base to
streamline costs due to pressures from an uncertain economic
environment and increasing regulatory burdens.
Rating Outlook
The stable rating outlook reflects our expectation that Igloo will
maintain a good liquidity position, generate modest revenue
growth, and maintain positive free cash flow. We anticipate Igloo
will utilize free cash flow for modest debt reduction (via the
excess cash flow sweep and required term loan amortization),
reinvestment through organic development and modestly sized
acquisitions and to create capacity for distributions to equity
sponsors over time.
What Could Change the Rating - DOWN
Downward rating pressure could occur if Igloo is unable to reduce
and maintain adjusted debt to EBITDA below 7.5x or if further
debt-financed acquisitions and shareholder distributions occur. A
decline in earnings resulting from reduced client spending, client
losses, or a prolonged economic downturn could pressure the
rating. Igloo's ratings could also be downgraded if liquidity
deteriorates.
What Could Change the Rating - UP
Given the company's high financial leverage, an upgrade over the
near-term is unlikely. However, Igloo could be positioned for an
upgrade if it maintains a good liquidity position, generates
consistent revenue growth and solid free cash flow, and
demonstrates the willingness and ability to sustain adjusted debt
to EBITDA leverage comfortably below 6.5x and adjusted free cash
flow to debt of at least 4%.
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.
Igloo Holdings Corporation, headquartered in Bedford,
Massachusetts, through its wholly-owned principal operating
subsidiary, Interactive Data Corporation, is a provider of
financial market data, analytics and related solutions to
financial institutions and active traders, as well as software and
service providers. Affiliates of Silver Lake Technology Management
L.L.C. and Warburg Pincus LLC (the "equity sponsors") acquired the
company on July 29, 2010 for a purchase price of approximately
$3.7 billion (including transaction fees and expenses). Revenue
for the twelve months ended December 31, 2013 was approximately
$905 million.
INTERFAITH MEDICAL: Can File Chapter 11 Plan Until June 2
---------------------------------------------------------
The Hon. E. Craig of the U.S. Bankruptcy Court for the Eastern
District of New York extended the exclusive periods of Interfaith
Medical Center Inc. to:
a) file a Chapter 11 plan until June 2, 2014, and
b) solicit acceptances of that plan through and until Aug. 2,
2014.
The Court has extended the Debtor's exclusive periods seven times,
according to papers filed with the Court.
The Debtor told the Court that one final extension of the
exclusive periods is necessary to facilitate its emergence from
Chapter 11 while the Debtor and Dormitory Authority of the State
of New York continue to work together and with other key parties
in interest in this case on the terms of a chapter 11 plan.
About Interfaith Medical Center
Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.
The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012. The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing. Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.
Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor. Nixon Peabody LLP is the
special corporate and healthcare counsel. CohnReznick LLP serves
as financial advisor. Donlin, Recano & Company, Inc. serves as
administrative agent.
The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.
Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.
JAMES RIVER: Moody's Lowers Corp. Family Rating to 'Ca'
-------------------------------------------------------
Moody's Investors Service lowered James River Coal Company's
Probability of Default Rating to D-PD from Caa2-PD and the
corporate family rating to Ca from Caa2. The downgrades were
prompted by the company's April 7, 2014 announcement that it
voluntarily filed for relief under Chapter 11 of the United States
Bankruptcy Code. Moody's took the following rating actions and
intends to withdraw all ratings:
Downgrades:
Issuer: James River Coal Company
Probability of Default Rating, Downgraded to D-PD from Caa2-PD
Corporate Family Rating, Downgraded to Ca from Caa2
Senior Unsecured Regular Bond/Debenture, Downgraded to Ca, LGD4,
62% from Caa2, LGD4, 54%
Outlook Actions:
Issuer: James River Coal Company
Outlook, Remains Negative
Withdrawals:
Issuer: James River Coal Company
Speculative Grade Liquidity Rating, Withdrawn, previously rated
SGL-3
The LGD rate on senior unsecured notes reflects our expectations
of an average firm-wide recovery rate and a lower recovery rate on
senior unsecured notes due to the presence of secured debt in the
capital structure.
Ratings Rationale
The downgrade follows yesterday's announcement that the company
and its subsidiaries have filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code in the
Bankruptcy Court for the Eastern District of Virginia Richmond
Division. Management stated that it intends to use the Chapter 11
process to continue implementing a comprehensive turnaround plan
aimed at addressing its challenges in the changing coal mining
industry, and that it expects its mining operations and customer
shipments to continue in the ordinary course throughout the
restructuring process. Subsequent to the actions, Moody's will
withdraw the ratings because James River has entered bankruptcy.
Please refer to Moody's Withdrawal Policy on moodys.com
The principal methodology used in this rating was the Global
Mining Industry published in May 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
James River Coal Company is a producer of thermal coal and
metallurgical quality coal in the eastern U.S., with operations
and coal reserves in Central Appalachia and the Illinois Basin.
Operations consist of eight current mining complexes, which
include company-operated mines, contractor-operated mines and coal
preparation facilities. The Appalachia and Illinois Basin segments
consist of operations in West Virginia and Kentucky, respectively.
James River controls approximately 340 million tons of proven and
probable coal reserves and ships coal to electric utilities,
industrial users, steel mills and independent coke producers. The
company generated $736 million of revenues through the 12 months
ended September 30, 2013.
JAMES RIVER: Inks 3rd Amendment to General Electric Credit Pact
---------------------------------------------------------------
James River Coal Company and certain of its subsidiaries entered
into a Third Amendment to the Second Amended and Restated
Revolving Credit Agreement by and among the Company, certain of
its subsidiaries, the lenders party thereto and General Electric
Capital Corporation as administrative agent for the Lenders and as
collateral agent for the Lenders. The Third Amendment:
1. modifies the definition of "Trigger Event Period" by
modifying certain liquidity requirements; and
2. modifies a milestone requirement that establishes April 7,
2014, as the deadline for a third party to submit a letter
of intent to enter into one or more restructuring
transactions (including assets sales or debt or equity
issuances) and for the Debtors to deliver certain agreements
entered into by any such third party in connection with
those restructuring transactions.
A copy of the Third Amendment to Secod Amended and Restated
Revolving Credit Agreement is available for free at:
http://is.gd/CE93PL
In 2011, the Company issued $275 million principal amount of its
7.875 percent Senior Notes due 2019, of which $270 million in
aggregate principal amount remained outstanding as of March 31,
2014. An interest payment on the 2019 Notes was due on April 1,
2014. The Company did not make this interest payment on the due
date. Pursuant to the Indenture governing the 2019 Notes, the
Company is entitled to a thirty-day grace period in which to make
the interest payment before an "Event of Default" is deemed to
have occurred.
About James River
James River Coal Company and 33 of its debtor affiliates filed
Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos.
14-31848 to 14-31886) on April 7, 2014. The petitions were signed
by Peter T. Socha as president and chief executive officer. On
the petition date, James River Coal disclosed total asssets of
$1.06 billion and total liabilities of $818.6 million. Davis Polk
& Wardwell LLP serves as the Debtors' counsel. Hunton& Williams,
LLP, acts as the Debtors' local counsel. Kilpatrick Townsend &
Stockton LLP serves as the Debtors' special counsel. Perella
Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent. Judge
Kevin R. Huennekens oversees the case.
JEH COMPANY: May 21 Hearing on Dismissal of Stallion Station Case
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 21, 2014, at
1:30 p.m., to consider JEH Stallion Station Inc.'s motion to
dismiss the Chapter 11 case of JEH Stallion Station, Inc.
As reported in the Troubled Company Reporter on Jan. 27, 2014,
the Debtor related that the Stallion case was filed primarily to
prevent foreclosure of equipment by Frost Bank. The need for a
bankruptcy protection of those assets no longer exists, according
to Stallion Station's court filings.
The Debtors are in the process of seeking approval of a
liquidation plan. Stallion believes the dismissal of its case is
in the best interest of its creditors, by limiting administrative
expense related to that liquidation. Continuing to include the
Stallion case in the administratively consolidated reorganization
process raises administrative expense without a commensurate
benefit to the remaining estates.
Stallion does not believe conversion of the case to be in the best
interest of its creditors as a trustee and the professionals of
the trustee would likely need to invest time that has already been
invested by the Debtor and its professionals, without commensurate
benefit.
About JEH Company
JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.
JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners. JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO. Stallion is in the quarter horse and thoroughbred horse
business.
In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.
JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.
JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.
JEH Company, et al., on Jan. 21, 2014 filed a proposed Plan of
Reorganization and Disclosure Statement. The Debtors say the Plan
provides an opportunity for partial or full recovery of unsecured
creditors.
KAHN FAMILY: Gets OK to Access Wells Fargo's Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
signed off on a final consent order authorizing Kahn Family LLC's
use of cash collateral in which Wells Fargo Bank, N.A. asserts an
interest.
The Debtor is authorized to use the cash collateral solely for the
purpose of funding the ordinary and necessary costs of operating
and maintaining its business limited in kind and amount to the
total expenses.
A copy of the budget is available for free at:
http://bankrupt.com/misc/KAHNFAMILY_cashcollorder.pdf
As reported in the Troubled Company Reporter on March 27, 2014,
the Debtor said it does not have sufficient unencumbered cash or
other assets to continue operating its business in Chapter 11
pending a Chapter 11 plan of reorganization. As a result, an
immediate and ongoing need exists for the Debtor to use the cash
collateral to continue the operation of its business as debtor-in-
possession under Chapter 11, to minimize the disruption of the
Debtor as a going concern, and to maximize the value of the
Debtor's estate.
As adequate protection for any diminution of cash collateral,
Wells Fargo is granted a post-petition lien and security interest
in the post-petition cash collateral and the proceeds thereof to
the same extent and priority as its pre-petition liens in and to
the cash collateral. The replacement liens will have the same
rank and priority as Wells Fargo's pre-petition liens.
As reported in the TCR on Jan. 27, 2014, Wells Fargo asked the
Court to (i) prohibit Kahn Family's use of cash collateral; and
(ii) require the Debtor to account for and segregate any of Wells
Fargo's cash collateral which was generated by non-debtor property
and collected by the Debtor and preserve all of Wells Fargo's
rights with respect to such non-debtor cash collateral.
Wells Fargo is the holder of six loans to Kahn-related entities,
which are generated by Mr. Kahn and secured by various collateral
pledged by non-debtor and debtor entities. Collectively, the
loans have a balance due of $61,802,838 as of Jan. 3, 2014.
According to Wells Fargo, the Debtor has not met its burden to
show that the bank is adequately protected or otherwise obtained
approval by the Court to use cash collateral.
About Kahn Family
Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013. Kahn Family disclosed $50 million to
$100 million in assets and liabilities. R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel. David G.
Wolff, Esq., at Barnes, Alford, Stork & Johnson, LLP, is the
Debtor's special counsel. Bill Quattlebaum, CPA of Elliott Davis,
LLC, serves as its accountant.
The Debtor's Plan of Reorganization dated Dec. 20, 2013, provides
that payments and distributions under the Plan will be funded by
(1) the sale of certain of the Debtor's real property at fair
market value; (2) the transfer of certain real property of the
Debtor to Gibraltar BB4, LLC; (3) conversion of certain unsecured
claims against the Debtor to equity in the Reorganized Debtor; (4)
cash on hand on the Effective Date; and (5) cash flow from
continuing operations.
KASPER LAND: Kinkead Law Offices Approved as Bankruptcy Counsel
---------------------------------------------------------------
The Bankruptcy Court has authorized Kasper Land and Cattle Texas,
LLC, to employ Bill Kinkead, Esq., and Kinkead Law Offices to
represent it in carrying out its duties under the Bankruptcy Code.
As reported in the Troubled Company Reporter on March 7, 2014,
Mr. Kinkead attests that he and his firm are "disinterested
persons", as that term is defined in the Bankruptcy Code, and do
not hold or represent an interest adverse to the estate with
respect to the matter on which they are to be employed.
The parties have entered into a written agreement regarding the
services to be performed for the Debtor in connection with its
case and the compensation to be paid for such services.
About Kasper Land and Cattle
Kasper Land and Cattle Texas, LLC, sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 14-20074) in Amarillo,
Texas, on March 3, 2014. Bill Kinkead, Esq., at Kinkead Law
Offices, serves as counsel to the Debtor. The Debtor disclosed
$23,170,640 in assets and $13,420,213 in liabilities as of the
Chapter 11 filing.
KOOSHAREM LLC: Moody's Assigns 'B3' CFR & Rates Secured Debt 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned to Koosharem LLC ("Select
Staffing") a Corporate Family rating ("CFR") of B3, Probability of
Default rating ("PDR") of B3-PD and a B3 rating to the proposed
senior secured term loan due 2020. The ratings outlook is stable.
Select Staffing filed for Chapter 11 bankruptcy protection on
April 1, 2014 with a prepackaged restructuring plan approved by
the majority of its debt holders. The proceeds from the proposed
senior secured term loan, proceeds of an equity rights offering
and balance sheet cash will be used to finance Select Staffing's
exit from bankruptcy. Select Staffing is expected to exit from
bankruptcy protection in May 2014.
Assignments:
Issuer: Koosharem LLC
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Senior Secured Bank Credit Facility, Assigned B3 (LGD4, 57 %)
Outlook, Stable
Ratings Rationale
The B3 CFR reflects high financial leverage, modest free cash flow
and risks of revenue declines and operating disruption stemming
from Select Staffing's restructuring. Moody's expects debt to
EBITDA will remain above 5.5 times in 2014, while free cash flow
will be limited due to uses associated with the restructuring,
including the extinguishment of non-recurring deferred payroll and
workmen's compensation related claims. Moody's anticipates at
least $20 million of free cash flow in 2014 excluding these
nonrecurring items. Select Staffing's businesses feature low
barriers to entry and significant competition in the highly
fragmented temporary staffing industry, and inherent cyclicality.
There is also risk from the integration of Decca, Resdin and
Vaughan (three oil and gas staffing businesses). The rating
derives support from Select Staffing's several brands, including
Select Staffing, RemX Specialty Staffing, Remedy and Westaff,
multiple segments served and scale within the U.S. metropolitan
markets where it operates. Liquidity is considered adequate. All
financial metrics reflect Moody's standard adjustments.
The B3 rating assigned to the proposed senior secured term loan
due 2020 reflects the B3-PD PDR and its 2nd priority claim to the
most liquid assets of the company, which are pledged on a 1st
priority basis to the proposed ABL revolving credit facility due
2019 (unrated).
The stable outlook reflects Moody's expectation that Select
Staffing may experience revenue declines in 2014 of up to 5% from
2013 pro forma estimated revenue of about $2.1 billion as it
concludes its restructuring, but that it will expand operating
margins to about 3% and generate free cash flow. The ratings could
be downgraded if revenues decline further than expected, or if
Moody's expects marginal free cash flow and diminished liquidity.
Shareholder friendly financial policies, such as debt-financed
acquisitions or distributions, could also result in a downgrade.
Over time, a higher rating is possible if Select Staffing improves
revenue predictability and stability by growing geographic and
industry diversity, and Moody's expects sustainable profit growth.
The ratings could be upgraded if operating margins are expected to
remain about 3% throughout a downturn and debt to EBITDA (after
Moody's standard adjustments) is expected to remain about 5 times.
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.
Select Staffing is a provider of temporary and contract staffing
and permanent recruitment services through company owned and
franchised locations throughout the U.S. Following the exit from
bankruptcy, Select Staffing will be owned by parties including
affiliates of Anchorage Capital and Blue Mountain Capital. Moody's
expects 2014 revenues of about $2.1 billion.
LEVEL 3: Awards 150,000 Restricted Stock Units to Executives
------------------------------------------------------------
The Board of Directors of Level 3 Communications, Inc., approved
the form of restricted stock unit and performance restricted stock
unit master award agreement pursuant to the Company's stockholder-
approved Stock Plan. Each of the Company's named executive
officers will be eligible to receive grants governed by the Master
Agreement.
Pursuant to the Plan and the Master Agreement, the Company may
award from time to time restricted stock units or performance
restricted stock units to selected employees, including the
Company's named executive officers. A copy of the Restricted
Stock Unit and Performance Restricted Stock Unit Master Award
Agreement is available for free at http://is.gd/U6EJlC
2014 PRSU Awards
Also effective April 1, 2014, grants of PRSUs were made to certain
executive officers of the Company, including the Company's named
executive officers for the Jan. 1, 2014, through Dec. 31, 2015,
Performance Period.
The following table shows the target number of PRSUs awarded to
each of the Company's named executive officers:
Target Number of
Name PRSUs
-------------- ----------------
Jeff K. Storey 80,000
Sunit S. Patel 40,000
Thomas C. Stortz 30,000
Key Executive Severance Plan Amendment
On April 1, 2014, the Board of Directors of Level 3 amended its
Key Executive Severance Plan. The KESP as amended will be
effective on April 1, 2015. Prior to that time, the KESP as
adopted in 2012 and amended in 2013 will remain in full force and
effect. Level 3 established the KESP to provide eligible
executives, who are involuntarily terminated from employment in
certain limited circumstances, with severance and welfare
benefits. Each of the Company's named executive officers
currently participate in the KESP.
The amendment to the KESP conforms the treatment of outstanding
PRSUs upon an eligible retirement to the treatment set forth in
the Master Agreement and applicable Award Agreement. Pursuant to
the terms of the KESP, however, this amendment will not be
effective for 12 months from the Board's adoption of the
amendment.
A copy of the Key Executive Severance Plan is available for free
at http://is.gd/N5bXGJ
About Level 3 Communications
Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.
Level 3 incurred a net loss of $109 million on $6.31 billion of
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $422 million on $6.37 billion of revenue in 2012. The
Company incurred a net loss of $756 million in 2011.
The Company's balance sheet at Dec. 31, 2013, showed $12.87
billion in total assets, $11.46 billion in total liabilities and
$1.41 billion in total stockholders' equity.
* * *
In October 2013, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.
As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'. "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.
LIBERTY MEDICAL: Plan Filing Exclusivity Ends June 13
-----------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive periods of ATLS
Acquisition LLC and its debtor-affiliates to:
a) file a Chapter 11 plan until June 13, 2014, and
b) solicit acceptances of that plan through and until
Sept. 2, 2014.
As reported in the Troubled Company Reporter on March 11, 2014,
the Debtors told the Court that their current plan filing deadline
was scheduled to expire March 14, 2014, absent an extension. The
Debtors said they require additional time to:
i) finalize discussions with CMS regarding the resolution of
the outstanding post-pay audit claims, and
ii) continue on-going discussions and pursue litigation to
obtain additional recoveries from Medco Health Solutions,
Inc. relating to the terms of a certain transaction and
based upon other non-contract claims.
In seeking an extension, the Debtors told the Court they have made
tremendous progress to resolve the complex issues affecting the
Chapter 11 cases, including, among other things, initiating an
exit financing process which is on-going and has resulted in
multiple expressions of interest. The Debtors said they have
executed nondisclosure agreements with 17 parties and produced a
confidential information memorandum detailing the current
situation and financial overview.
About Liberty Medical
Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.
Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients. Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy. Liberty operates in seven different
locations and has 1,684 employees.
Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.
An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc. They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP. The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.
LIBERTY MEDICAL: Has Until April 16 to Decide on OCL, Byrd Leases
-----------------------------------------------------------------
U.S. Bankruptcy Judge Peter Walsh gave Liberty Medical Supply Inc.
until April 16 to either assume or reject its leases for real
properties located in Texarkana, Texas, and in Arden, North
Carolina.
Liberty Medical leases the Texarkana and Arden properties from
Oaklawn Center Ltd. and Grady G. Byrd, respectively.
About Liberty Medical
Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.
Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients. Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy. Liberty operates in seven different
locations and has 1,684 employees.
Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.
An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc. They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP. The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.
LIBERTY MEDICAL: Seeks Court Approval to Settle Bayer Claim
-----------------------------------------------------------
Liberty Medical Supply, Inc. asked U.S. Bankruptcy Judge Peter
Walsh to approve a settlement of claims between the company and
Bayer HealthCare, LLC.
The claims stemmed from two contracts signed by the companies,
under which Liberty Medical purchased products for sale and
distribution to patients with diabetes.
Under the settlement, Bayer will have a valid claim against the
company in the amount of $891,239, of which $881,329 is entitled
to administrative priority.
Upon approval of the deal, Bayer will be granted relief from the
automatic stay to set off its claim against Liberty Medical's
claim for rebates it earned under the contracts.
After the setoff, the general unsecured portion of Bayer's claim
will be reduced to $4,954 from $9,909 while the portion entitled
to administrative priority will be reduced to $430,343 from
$881,329.
In addition, Bayer will be granted an allowed administrative
expense claim for the net balance owing after setoff in the amount
of $430,343, which won't be subject to further offset, reduction,
or objection.
About Liberty Medical
Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.
Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients. Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy. Liberty operates in seven different
locations and has 1,684 employees.
Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.
An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc. They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP. The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.
LIBERTY MUTUAL: Fitch Affirms 'BB' Rating on 3 Subordinated Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed Liberty Mutual Group Inc.'s (LMG) IDR
at 'BBB'. Additionally, Fitch has affirmed LMG's insurance
operating subsidiaries' (collectively referred to as Liberty
Mutual) IFS ratings at 'A-'. The Rating Outlook is Stable for all
ratings. (A full list of rating actions follows at the end of this
release.)
KEY RATING DRIVERS
LMG's ratings are based on the company's established and
sustainable positions in its chosen markets, benefits derived from
the company's multiple distribution channels, adequate
capitalization and financial performance.
LMG's consolidated GAAP calendar year combined ratio for 2013 was
99.8%, an improvement over the previous year's 104.8%. The
results benefited from lower catastrophe losses improving personal
insurance segment results and less adverse reserve development.
While adverse reserve development was less it was still negative
mainly due to $278 million increase in asbestos and environmental
reserves.
Over the past several years, the unfavorable margin in
underwriting results between LMG and those of its peers have
reduced particularly on an accident year basis. However, LMG's
underwriting results still lag those of higher rated peers
particularly in good underwriting years such as 2013. For
example, despite Liberty's almost five percentage point (pp)
improvement in GAAP calendar year combined ratio last year the
peer average improved by seven pp and was 92.8% for 2013.
Fitch believes that LMG's capital position provides an adequate
cushion against the operational and financial risks the company
faces. That said, metrics are weaker than most companies of its
size and scale. In 2013, LMG's ratio of GAAP net written premium
to adjusted shareholders equity was considerably higher than peers
at 1.8x but an improvement over prior years 2.0x.
LMG's Prism score was 'Adequate' based on year-end 2012
financials. Fitch anticipates that full year 2013 results will
remain in the 'Adequate' range. In particular, LMG's Prism
results are adversely impacted by higher operating and reserve
leverage. Favorably helping LMG's available capital in 2013 will
be the $725 million reduction in finite insurance. However, Fitch
notes that this will likely not offset the elevated existing
leverage metrics. An improvement under this measure of capital
could be a catalyst for future positive rating pressure.
LMG's financial leverage ratio at Dec. 31, 2013 was 27.1%, down
from 28.9% at the prior year-end. GAAP fixed charge coverage also
significantly improved to 6.4x at for 2013 compared to 1.9x in the
prior year. Fitch's long term expectation for GAAP fixed charge
coverage is 5.0x.
As of Dec. 31, 2013, LMG had a net monetary equity of $700 million
related to Venezuelan operations. This is subject to devaluation
risk given current macroeconomic instability and delays in the
implementation of policies address rising inflation and
distortions in the foreign exchange market, as well as the
deterioration in Venezuela's external accounts. Fitch currently
rates Venezuela's long-term foreign and local currency IDRs 'B'
with a Negative Outlook. Fitch rates Venezuela's Country Ceiling
'B'.
Under a stressed scenario where the entire Venezuelan balance is
written off, financial leverage would increase to 27.9% from 27.1%
and GAAP operating leverage would increase to 1.92x from 1.85x.
Overall, Latin America accounted for $3.8 billion out of $35.2
billion in GAAP net written premium in 2013 and Venezuela was
approximately $2.0 billion in net written premium.
RATING SENSITIVITIES
Key rating triggers that could lead to an upgrade include:
-- Improved performance in underwriting results with a
combined ratio of approximately 103% or better on both an
accident and calendar year basis;
-- A sustained improvement in Prism score to 'Strong' category
or higher.
-- Financial leverage ratio below 25%.
Key rating triggers that could lead to downgrade include:
-- A return to accident year underwriting results that trail
large multi-line peers by significant margin;
-- Material weakening in LMG's current reserve position, as
measured by a return to a period of multiple years of
unfavorable reserve development greater than 5% of prior
year equity;
-- Failure to achieve a fixed charge coverage ratio of 5.0x
over several years.
-- Another large acquisition in the near term, especially if
the balance sheet was weakened through increased financial
leverage of 35% or higher.
Fitch has assigned a 'BBB-' to the following debt issues:
Liberty Mutual Group, Inc.
-- $600 million 4.25% notes due 2024;
Fitch has also affirmed the following ratings:
Liberty Mutual Group, Inc.
-- IDR at 'BBB'; Outlook Stable;
-- $104 million 7.3% notes due 2014 at 'BBB-';
-- $249 million 6.7% notes due 2016 at 'BBB-';
-- $600 million 5.0% notes due 2021 at 'BBB-';
-- $750 million 4.95% notes due 2022 at 'BBB-';
-- $1 billion 4.25% notes due 2023 at 'BBB-';
-- $3 million 7.625% notes due 2028 at 'BBB-';
-- $231 million 7% notes due 2034 at 'BBB-';
-- $471 million 6.5% notes due 2035 at 'BBB-';
-- $19 million 7.5% notes due 2036 at 'BBB-';
-- $750 million 6.5% notes due 2042 at 'BBB-';
-- $300 million 7% junior subordinated notes due 2067 at 'BB';
-- $700 million 7.8% junior subordinated notes due 2087 at 'BB';
-- $255 million 10.75% junior subordinated notes due 2088 at
'BB';
-- Short term IDR at 'F2';
-- Commercial paper at 'F2'.
Liberty Mutual Insurance Co.
-- IDR at 'BBB+' Outlook Stable;
-- $140 million 8.5% surplus notes due 2025 at 'BBB';
-- $227 million 7.875% surplus notes due 2026 at 'BBB';
-- $260 million 7.697% surplus notes due 2097 at 'BBB'.
Ohio Casualty Corporation
-- IDR at 'BBB'; Outlook Stable;
-- $20.4 million 7.3% notes due 2014 at 'BBB-'.
Fitch has affirmed the IFS of the members of Liberty Mutual Second
Amended and Restated Intercompany Reinsurance Agreement at 'A-'
with a Stable Outlook:
-- America First Insurance Company;
-- America First Lloyd's Insurance Company;
-- American Economy Insurance Company;
-- American Fire and Casualty Company;
-- American States Insurance Company;
-- American States Insurance Company of Texas;
-- American States Lloyds Insurance Company;
-- American States Preferred Insurance Company;
-- Bridgefield Casualty Insurance Company;
-- Bridgefield Employers Insurance Company;
-- Colorado Casualty Ins. Company;
-- Consolidated Insurance Company;
-- Employers Insurance Company of Wausau;
-- Excelsior Insurance Company;
-- First National Insurance Company of America;
-- General Insurance Company of America;
-- Golden Eagle Ins. Corporation;
-- Hawkeye-Security Insurance Company;
-- Indiana Insurance Company;
-- Insurance Company of Illinois;
-- Liberty County Mutual Insurance Company;
-- Liberty Insurance Corporation;
-- Liberty Insurance Underwriters Inc.;
-- Liberty Lloyds of Texas Insurance Company;
-- Liberty Mutual Fire Insurance Company;
-- Liberty Mutual Insurance Company;
-- Liberty Mutual Mid-Atlantic Insurance Company;
-- Liberty Mutual Personal Insurance Company;
-- Liberty Personal Insurance Company;
-- Liberty Surplus Insurance Corporation;
-- LM General Insurance Company;
-- LM Insurance Corporation;
-- LM Property and Casualty Insurance Company;
-- Mid-American Fire & Casualty;
-- Montgomery Mutual Insurance Company;
-- National Insurance Association;
-- Ohio Security Insurance Company;
-- Peerless Indemnity Insurance Company;
-- Peerless Insurance Company;
-- Safeco Insurance Company of America;
-- Safeco Insurance Company of Illinois;
-- Safeco Insurance Company of Indiana;
-- Safeco Insurance Company of Oregon;
-- Safeco Lloyds Insurance Company;
-- Safeco National Insurance Company;
-- Safeco Surplus Lines Insurance Company;
-- The First Liberty Insurance Corporation;
-- The Midwestern Indemnity Company;
-- The Netherlands Insurance Company;
-- The Ohio Casualty Insurance Company;
-- Wausau Business Insurance Company;
-- Wausau General Insurance Company;
-- Wausau Underwriters Insurance Company;
-- West American Insurance Company.
Fitch has affirmed the IFS of the following companies that
participate in a 100% quota share at 'A-' with a Stable Outlook:
-- Liberty Northwest Insurance Company;
-- North Pacific Insurance Company;
-- Oregon Automobile Insurance Company.
LLS AMERICA: Trustee Wins $42,000 Judgment Against Oxleys
---------------------------------------------------------
Chief District Judge Rosanna Malouf Peterson ruled that Bruce P.
Kriegman, solely in his capacity as court-appointed Chapter 11
Trustee for LLS America, LLC, will have a judgment against Edmund
Oxley and Linda Oxley as follows:
1. Monetary Judgment in the amount of C$42,245.67;
2. Transfers in the amount of C$42,245.67 made to the
Oxleys within four years prior to the Petition Filing Date
are avoided;
3. All transfers to the Oxleys are set aside and the
Plaintiff is entitled to recover them from the Oxleys;
4. All proofs of claim filed by the Oxleys against the
Debtor's estate are disallowed and subordinated to the
monetary judgment granted; and
5. The Plaintiff is awarded costs (i.e. filing fee) in
the amount of US$250.
A copy of the Court's April 2, 2014 Default Judgment is available
at http://is.gd/ruh6atfrom Leagle.com.
About Little Loan Shoppe
LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business. Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe. The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson
operated a Ponzi scheme. Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers. American and Canadian investors bought
notes worth US$29 million and another C$26,000,000. However, the
investors received no payments after March 2009.
One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.
LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts. The petition was signed by Ralph Gamble,
CEO of the Company.
The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194). Charles Hall was appointed as examiner
in the case.
LLS AMERICA: Trustee Wins $28,000 Judgment Against Lyle Lockhart
----------------------------------------------------------------
Chief District Judge Rosanna Malouf Peterson ruled that Bruce P.
Kriegman, solely in his capacity as court-appointed Chapter 11
Trustee for LLS America, LLC, has judgment against Lyle Lockhart,
as follows:
1. Monetary Judgment in the amount of C$28,337.28;
2. Transfers in the amount of C$28,337.28 made to Lyle
Lockhart within four years prior to the Petition Filing
Date are avoided;
3. All transfers to Lyle Lockhart are set aside and the
Plaintiff is entitled to recover them;
4. All proofs of claim of Lyle Lockhart against the
Debtor's estate are disallowed and subordinated to
the monetary judgment granted;
5. A constructive trust is established over the proceeds
of all transfers in favor of the Trustee for the
benefit of the estate of LLS America; and
6. Plaintiff is awarded costs (i.e. filing fee) in the
amount of US$250, for a total judgment of C$28,337.28,
plus US$250, which will bear interest equal to the
weekly average of one-year constant maturity (nominal)
treasury yield as published by the Federal Reserve
System.
A copy of the Court's order is available at http://is.gd/esbc2n
from Leagle.com.
About Little Loan Shoppe
LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business. Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe. The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson
operated a Ponzi scheme. Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers. American and Canadian investors bought
notes worth US$29 million and another C$26,000,000. However, the
investors received no payments after March 2009.
One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.
LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts. The petition was signed by Ralph Gamble,
CEO of the Company.
The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194). Charles Hall was appointed as examiner
in the case.
LLS AMERICA: Trustee Wins $25,000 Judgment Against Olsens
---------------------------------------------------------
Chief District Judge Rosanna Malouf Peterson adopted the Report
and Recommendation of the Bankruptcy Court to enter judgment in
favor of Bruce P. Kriegman, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, and against
Chris Olsen and Beverly Olsen. A copy of the Court's April 1
order is available at http://is.gd/6oYBGwfrom Leagle.com.
In a separate order, Judge Peterson ruled that Mr. Kriegman will
have a judgment against the Olsens, jointly and severally, in the
amount of $25,256.66, plus post-judgment interest at the rate of
0.13 percent per annum. A copy of this order, also dated April 1,
is available at http://is.gd/eFatIPfrom Leagle.com.
About Little Loan Shoppe
LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business. Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe. The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson
operated a Ponzi scheme. Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers. American and Canadian investors bought
notes worth US$29 million and another C$26,000,000. However, the
investors received no payments after March 2009.
One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.
LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts. The petition was signed by Ralph Gamble,
CEO of the Company.
The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194). Charles Hall was appointed as examiner
in the case.
MACH GEN: Hires Richards Layton as Bankruptcy Co-Counsel
--------------------------------------------------------
MACH Gen, LLC et al ask the U.S. Bankruptcy Court for permission
to employ Richards, Layton & Finger, P.A. as their bankruptcy
co-counsel.
James K. Teringo, Jr. attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.
The firm's rates are:
Position Range of Hourly Rates
-------- ---------------------
Directors $560 to $800 an hour
Counsel $490 an hour
Associates $250 to $465 an hour
Paraprofessionals $225 an hour
Prior to the Petition Date, MACH Gen paid RL&F a total retainer of
$100,000, which was periodically drawn from and replenished, in
connection with and in contemplation of the Chapter 11 Cases.
MACH Gen requests that the retainer monies paid to RL&F and not
expended for prepetition services and disbursements be treated as
an evergreen retainer to be held by RL&F as security throughout
the Chapter 11 Cases until RL&F's fees and expenses are awarded by
final order and payable to RL&F.
About MACH Gen
MACH Gen, LLC, and four of its affiliates, sought protection under
Chapter 11 of the Bankruptcy Code on March 3, 2014. The lead case
is In re MACH Gen, LLC, Case No. 14-10461 (Bankr. D.Del.). The
case is assigned to Judge Mary F. Walrath.
The Debtors' general counsel is Matthew S. Barr, Esq., Tyson M.
Lomazow, Esq., and Michael E. Comerford, Esq., at Milbank, Tweed,
Hadley & McCloy LLP, in New York; and Russell C. Silberglied,
Esq., John H. Knight, Esq., and Zachary L. Shapiro, Esq., at
Richards, Layton, & Finger P.A., in Wilmington, Delaware. The
Debtors' financial advisors and investment bankers are Mark
Hootnick, Brian Bacal, Gregory Doyle, and Roger Wood from Moelis &
Company. Protiviti, Inc., serves as consultant. Prime Clerk LLC
serves as claims and noticing agent and administrative advisor.
The Debtors said they had $750 million in total assets and $1.6
billion in total liabilities as of Dec. 31, 2013
The petitions were signed by Garry N. Hubbard, chief executive
officer.
MACH GEN: Moelis & Co. Tapped as Financial Advisor & Banker
-----------------------------------------------------------
MACH Gen, LLC et al filed papers asking the U.S. Bankruptcy Court
for permission to employ Moelis & Company LLC as its financial
advisor and investment banker.
The firm will, among other things, provide these services:
(a) assist MACH Gen in reviewing and analyzing MACH Gen's
results of operations, financial condition and business plan;
(b) assist MACH Gen in reviewing and analyzing a potential
Restructuring or Financing Transaction (or any combination
thereof); and
(c) assist MACH Gen in negotiating a Restructuring.
Mark S. Hootnick, a Managing Director of Moelis, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
Specifically, the Engagement Letter provides for this Fee
Structure:
(a) Monthly Fee. A monthly fee of $150,000 per month, payable
payable in advance each month. Whether or not a
Restructuring or Financing Transaction occurs, Moelis
will earn and be paid the Monthly Fee every month during
the term of this agreement. The first six Monthly Fees
commencing October 17, 2013, will be offset, to the
extent previously paid, against the Restructuring Fee.
(b) Restructuring Fee. A restructuring fee of $1,500,000 upon
the closing of a Restructuring; provided, however, that
MACH Gen will receive a credit of $750,000 for a portion
of the amounts paid by MACH Gen to Moelis under a prior
engagement letter and any credits for Monthly Fees.
(c) Testimony Fees. If a Bankruptcy Case is commenced and
Moelis is requested to provide testimony other than
minimal testimony to support a Restructuring, a
non-refundable cash fee of $250,000, which will be
payable upon completion of the testimony.
(d) Financing Transaction Fee. At the closing of a Financing
Transaction, a fee of $250,000.
The Engagement Letter provides that Moelis will have earned 100%
of the Restructuring Fee and (if applicable) the Financing
Transaction Fee prior to the commencement of the Bankruptcy Case.
About MACH Gen
MACH Gen, LLC, and four of its affiliates, sought protection under
Chapter 11 of the Bankruptcy Code on March 3, 2014. The lead case
is In re MACH Gen, LLC, Case No. 14-10461 (Bankr. D.Del.). The
case is assigned to Judge Mary F. Walrath.
The Debtors' general counsel is Matthew S. Barr, Esq., Tyson M.
Lomazow, Esq., and Michael E. Comerford, Esq., at Milbank, Tweed,
Hadley & McCloy LLP, in New York; and Russell C. Silberglied,
Esq., John H. Knight, Esq., and Zachary L. Shapiro, Esq., at
Richards, Layton, & Finger P.A., in Wilmington, Delaware. The
Debtors' financial advisors and investment bankers are Mark
Hootnick, Brian Bacal, Gregory Doyle, and Roger Wood from Moelis &
Company. Protiviti, Inc., serves as consultant. Prime Clerk LLC
serves as claims and noticing agent and administrative advisor.
The Debtors said they had $750 million in total assets and $1.6
billion in total liabilities as of Dec. 31, 2013
The petitions were signed by Garry N. Hubbard, chief executive
officer.
MARK WILKINSON: Eligible for Discharge Under Sec. 1328(a)
---------------------------------------------------------
Bankruptcy Judge Robert D. Berger denied the chapter 13 Trustee's
motion to deny discharge in the joint cases of Mark Robert
Wilkinson and Theresa Jean Wilkinson.
The chapter 13 Trustee alleges that the Debtors are ineligible for
discharge under 11 U.S.C. 1328(f), which provides that: "(f)
Notwithstanding subsections (a) and (b), the court shall not grant
a discharge of all debts provided for in the plan or disallowed
under section 502, if the debtor has received a discharge -- (1)
in a case filed under chapter 7, 11, or 12 of this title during
the 4-year period preceding the date of the order for relief under
this chapter, or (2) in a case filed under chapter 13 of this
title during the 2-year period preceding the date of such order."
According to Judge Berger, the issue is whether under Sec. 1328(f)
"case filed under" should apply to the bankruptcy chapter under
which a case is originally filed or, following conversion under
Sec. 348, to the bankruptcy chapter under which discharge was
ultimately entered. Judge Berger finds that the term "case filed
under" refers to the bankruptcy chapter under which the case was
initially filed under and not the bankruptcy chapter under which
the discharge order was ultimately entered. For this reason, the
Court says the Debtors are eligible to receive a discharge in this
case under Sec. 1328(a), and the Trustee's motion is denied.
The Debtors previously filed a bankruptcy petition in the District
of Kansas as Case No. 09-24357. The case was initially filed
under chapter 13 and was twice converted before it was ultimately
discharged under chapter 7. A chronology of the events in the
prior case:
December 31, 2009 Chapter 13 case filed.
Debtors did not obtain confirmation
of their chapter 13 plan.
August 6, 2010 Case converted to chapter 11 on
Debtors' motion.
April 25, 2011 Debtors' chapter 11 plan confirmed.
January 21, 2013 Chapter 11 case converted to chapter 7
on Debtors' motion.
May 1, 2013 Chapter 7 discharge order entered.
Judge Berger explained that the case sub judice was filed as a
chapter 13 proceeding on July 21, 2013, and remains a chapter 13
proceeding. The Trustee filed his motion objecting to discharge
on July 23, 2013. Less than four years, but more than two years,
have elapsed since the filing of the Debtors' previous case and
this case. The Trustee argues that it is the Bankruptcy Code
chapter under which the Debtors ultimately received a discharge
and not the chapter under which the Debtors filed their prior
bankruptcy that determines the discharge eligibility waiting
period under Sec. 1328(f).
A copy of the Court's April 4, 2014 Order is available at
http://is.gd/twCIZSfrom Leagle.com.
MBM ENTERTAINMENT: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
MBM Entertainment LLC 14-10991
148 West 127th Street
New York, NY 10027
MBM Development LLC 14-10992
187 Gates Avenue
Brooklyn, NY 11238
Altria Development LLC 14-10993
139 Clinton Avenue
Brooklyn, NY 11205
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Allan L. Gropper
Debtors' Counsel: Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK, P.C.
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6300
Fax: (212) 956-2164
Email: amg@robinsonbrog.com
Total Total
Assets Debts
--------- ---------
MBM Entertainment LLC $1.82MM $1.19MM
MBM Development $1.81MM $1.27MM
Altria Development $3.80MM $1.73MM
The petitions were signed by Morad Yeroushalmi, member.
A list of MBM Entertainment's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb14-10991.pdf
A list of MBM Development's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb14-10992.pdf
A list of Altria Development five largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb14-10993.pdf
MEE APPAREL: Section 341(a) Meeting Scheduled for April 30
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of MEE Apparel will
be held on April 30, 2014, at 1:00 p.m. at Suite 1401, One Newark
Center. Creditors have until July 29, 2014, to submit their
proofs of claim.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
MEE Apparel LLC and MEE Direct LLC filed separate Chapter 11
bankruptcy petitions (Bankr. D.N.J. Case Nos. 14-16484 and
14-16486) on April 2, 2014. The petitions were signed by Jeffrey
L. Gregg as chief restructuring officer. As of the Petition Date,
the Debtors had assets of approximately $30 million and
liabilities of approximately $62 million, including approximately
$25 million of debt outstanding to unsecured creditors. Cole,
Schotz, Meisel, Forman & Leonard, P.A., serves as the Debtor's
counsel. Prime Clerk LLC is the Debtor's claims and noticing
agent. Innovation Capital, LLC, acts as the Debtor's investment
banker. Judge Christine M. Gravelle presides over the case.
METRO FUEL: Report & Recommendation Adopted in "Velasquez" Suit
---------------------------------------------------------------
Antonio Velasquez objects to Magistrate Judge Lois Bloom's Report
and Recommendation that recommended granting summary judgment for
International Brotherhood of Teamsters, Chauffeurs, Warehousemen
and Helpers of America (AFL-CIO) Local 553 on Mr. Velasquez's
federal claims, dismissing his state law claims without prejudice,
and denying his cross-motion for summary judgment.
In a March 31, 2014 Memorandum and Order available at
http://is.gd/LrstDOfrom Leagle.com, District Judge Nicholas G.
Garaufis said the R&R is "ADOPTED IN FULL."
Metro Fuel Oil Corporation and Apollo Petroleum Transport LLC
hired Mr. Velasquez as a fuel oil truck driver on Dec. 15, 2008.
On Dec. 29, 2008, Mr. Velasquez spilled approximately five gallons
of oil during a delivery to a customer. He completed a spill
report, explaining that although he followed written company
procedure for unloading the oil, the particular truck assigned to
him required a different unloading method. He had not been fully
trained in how to unload this particular truck. He alleges that
after the spill incident, he suffered pay shortages, sabotage of
his delivery truck, and other mistreatment in retaliation.
The case is, ANTONIO VELASQUEZ, JR., Plaintiff, v. METRO FUEL OIL
CORP., APOLLO PETROLEUM TRANSPORT LLC, and INTERNATIONAL
BROTHERHOOD OF TEAMSTERS, CHAUFFEURS, WAREHOUSEMEN AND HELPERS OF
AMERICA (AFL-CIO) LOCAL 553, Defendants, No. 12-CV-1548 (NGG)
(LB)(E.D.N.Y.).
Antonio Velasquez, Jr., Plaintiff, Pro Se.
Metro Fuel Oil Corp., Defendant, is represented by Michael E.
Norton, Esq.
Apollo Petroleum Transport LLC, Defendant, is also represented by
Michael E. Norton, Esq.
International Brotherhood of Teamsters, Chauffeurs, Warehousemen
and Helpers of America (AFL-CIO) Local 553, Defendant, is
represented by Cristina E. Gallo, Esq., and William K. Wolf, Esq.,
at Friedman & Wolf.
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.
MONTANA ELECTRIC: Court Approves Fees for Horowitz & Lee Freeman
----------------------------------------------------------------
In the Chapter 11 case of Southern Montana Electric Generation and
Transmission Cooperative, Inc., Montana Bankruptcy Judge Ralph B.
Kirscher ruled that:
1. The Eighth and Final Interim Application of Horowitz &
Burnett, P.C. filed Nov. 21, 2013, is approved; and John
Cardinal Parks and Horowitz & Burnett, P.C., are awarded
interim professional fees in the amount of $303,820.50
and reimbursement of costs and expenses in the amount of
$10,687.37;
2. The Final Application of Horowitz & Burnett, P.C. for
Professional Fees and Costs filed January 8, 2014, is
approved in part and denied in part; and Horowitz &
Burnett, P.C. is awarded professional fees in the amount
of $2,303,296 ($2,365,568 less $20,000, $22,851 and
$19,421) plus reimbursement of costs in the amount of
$92,850.76, or a total of $2,396,146.76, with $136,356.14
(the award of $2,396,146.76 less $2,259,790.62 already
paid), to be treated as an administrative expense.
3. The Eighth and Final Application of Lee A. Freeman, as
Chapter 11 Trustee for Fees and Costs filed January 30,
2014, is approved; and Lee A. Freeman is awarded
aggregate professional fees and costs in the amount of
$682,633.27, with $25,930.23 (the award of $682,633.27
less $656,703.04 already paid), to be treated as an
administrative expense.
Horowitz & Burnett, P.C., served as counsel for Lee A. Freeman,
the former Chapter 11 Trustee.
A copy of the Court's April 1, 2014 Memorandum of Decision is
available at http://is.gd/f9V0mTfrom Leagle.com.
About Southern Montana Electric
Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives. The city of Great Falls later joined as
the sixth member. Including the city, the co-op serves a
population of 122,000. In addition to Great Falls, the service
area includes suburbs of Billings, Montana.
Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million. Timothy Gregori signed the
petition as general manager.
Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich
Law Firm, P.C., in Billings, Montana, serve as the Debtor's
counsel.
After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee. Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011. He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.
Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.
On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc. Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.
Fergus and Beartooth Electric Cooperative, Inc., have asked the
Court to convert SME's Chapter 11 case to one under Chapter 7 of
the U.S. Bankruptcy Code.
According to the TCR, two plans are currently on file with the
Court:
-- On one side is the liquidating plan filed by
Beartooth Electric Cooperative, Inc., Fergus Electric
Cooperative, Inc., Mid-Yellowstone Electric Cooperative,
Inc. and Tongue River Electric Cooperative, Inc., each
a member cooperative in the Debtor. The Member
Cooperatives on Dec. 31 filed the Second Amended
Disclosure Statement for Member Cooperatives' Plan of
Liquidation for Southern Montana Electric Generation
and Transmission Cooperative, Inc.
-- On the other is the Plan of Reorganization for the
Cooperative filed Dec. 17, by The Prudential Insurance
Company of America, Universal Prudential Arizona
Reinsurance Company, Prudential Investment Management,
Inc. as successor in interest to Forethought Life
Insurance Company, and Modern Woodmen of America.
The Bankruptcy Court has issued an order granting the "Motion To
Continue/Reschedule Hearing On THE NOTEHOLDERS DISCLOSURE
STATEMENT AND THE MEMBERS DISCLOSURE STATEMENT, AS AMENDED".
Parties in interest have until and through April 1, 2014, to
object to the Noteholders' Disclosure Statement and if an
objection is filed, it must include a hearing notice setting the
objection for hearing on April 15, 2014. Parties in interest have
until and through April 1, 2014, to object to the Member
Cooperatives' Second Amended Disclosure Statement and if an
objection is filed, it must include a hearing notice setting the
objection for hearing on April 15.
The Member Cooperatives' Plan provides for the prompt and complete
liquidation and dissolution of the Debtor. A Liquidating Agent
will be appointed to manage the Debtor's liquidation; Highwood
Generating Station and other collateral is surrendered to the
primary secured creditors, the Noteholders; the Members' All-
Requirements Contracts with Debtor are rejected and terminated;
and, the Debtor's power contract with Western Area Power
Administration is assigned in agreed allocated shares to the
participating Members. A copy of the Second Amended Disclosure
Statement explaining the Members' Plan is available at no extra
charge at:
http://bankrupt.com/misc/SOUTHERNMONTANA2ds.pdf
The Noteholders' Plan provides for the continued operation of the
Debtor. The Plan retains for the benefit of the Estate (and
improves upon) the terms of a negotiated settlement between the
Noteholders and the Chapter 11 Trustee which resolves the issue of
the value of the Noteholders' collateral and under which the
Noteholders' current claim for a $46 million "make-whole amount"
is waived. A copy of the Disclosure Statement explaining the
Noteholders' Plan is available at no extra charge at:
http://bankrupt.com/misc/SOUTHERNMONTANAds.pdf
The Member Cooperatives and their counsel are: Tongue River
Electric Cooperative, Inc., represented by Jeffery A. Hunnes,
Esq., at Guthals, Hunnes & Reuss, P.C.; Mid-Yellowstone Electric
Cooperative, Inc., represented by Gary Ryder, Esq.; Fergus
Electric Cooperative, Inc., represented by John Paul, Esq., at Law
Office Of John P. Paul, PLLC, and Robert K. Baldwin, Esq., and
Trent M. Gardner, Esq., at Goetz, Baldwin & Geddes, P.C.; and
Beartooth Electric Cooperative, Inc., represented Laurence R.
Martin, Esq., and Martin S. Smith, Esq., at Felt, Martin, Frazier
& Weldon, P.C.
Counsel for the Noteholders are: Steven M. Johnson, Esq., at
Church, Harris, Johnson & Williams, P.C., and Jonathan B. Alter,
Esq., and Steven Wilamowsky, Esq., at Bingham McCutchen LLP.
NEWLEAD HOLDINGS: Issues 900,000 Settlement Shares to MGP
---------------------------------------------------------
MG Partners Limited, on April 2, 2014, requested 480,000
additional settlement shares, and on April 7, 2014, MGP requested
420,000 additional settlement shares, pursuant to the terms of a
settlement agreement approved by the Supreme Court of the State of
New York, County of New York, on Dec. 2, 2013. Following the
issuances of the amounts, Newlead Holdings Ltd. will have
approximately 12,641,302 shares outstanding.
The Supreme Court entered an order approving a stipulation of
settlement among NewLead Holdings, Hanover Holdings I, LLC, and MG
Partners Limited, in the matter entitled Hanover Holdings I, LLC,
v. NewLead Holdings Ltd., Case No. 160776/2013. Hanover commenced
the Action against the Company on Nov. 19, 2013, to recover an
aggregate of $44,822,523 of past-due indebtedness of the Company,
which Hanover had purchased from certain creditors of the Company
pursuant to the terms of separate purchase agreements between
Hanover and each of those creditors plus fees and costs. The
Order provides for the full and final settlement of the Claim and
the Action. The Settlement Agreement became effective and binding
upon the Company, Hanover and MGP upon execution of the Order by
the Court on Dec. 2, 2013.
Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 175,000 sharesfor 10 reverse stock split
effective March 6, 2014, of the Company's common stock, $0.01 par
value.
As previously reported, between Jan. 3, 2014, and March 28, 2014,
the Company issued and delivered to MGP an aggregate of 4,780,000
additional settlement shares pursuant to the terms of the
Settlement Agreement approved by the Order.
A full-text copy of the Form 6-K is available for free at:
http://is.gd/cxHdkZ
About NewLead Holdings
Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels. NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings. NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.
Newlead Holdings incurred a net loss of $403.92 million on $8.92
million of operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $290.39 million on $12.22 million of
operating revenues for the year ended Dec. 31, 2011. The Company
incurred a net loss of $86.34 million on $17.43 million of
operating revenues in 2010.
As of June 30, 2013, the Company had $84.27 million in total
assets, $166.18 million in total liabilities and a $81.91 million
total shareholders' deficit.
Going Concern Doubt
PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012. The independent auditors noted
that the Company has incurred a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.
NNN 123 NORTH WACKER: Member Moves to Dismiss Case
--------------------------------------------------
Troy Thomas, a member of one or both of debtor NNN 123 North
Wacker, LLC ("TIC 0") and NNN 123 North Wacker Member, LLC ("TIC
Member") asked the court to dismiss the debtors' chapter 11 cases
because they were not filed with corporate authority pursuant to
section 1112(b) of the Bankruptcy Code. TIC 0 is one of 34 other
members that own a "30-story, modern Class A office tower on the
Wacker Drive Corridor in Chicago's West Loop." Mr. Thomas argues
that TIC 0's operating agreement required unanimous consent of its
members in order to file for bankruptcy protection. Moreover, Mr.
Thomas contends, even if the documents upon which the debtors rely
are the operative agreements, those documents required unanimous
approval by members which the debtors did not obtain.
Mr. Thomas highlights that "The members were never even asked to
approve the filing, and there is no indication in the bankruptcy
petition filed on behalf of TIC Member that that Independent
Manager consented to the filing." Moreover, Mr. Thomas assert,
the Independent Managers was improperly changed without member
approval from Douglas Britton to Neil Gibbons. Last, Mr. Thomas
argues that the members of TIC 0 never voted to change managers
from Triple Net to NNN Realty.
A hearing on the motion is set for April 22, 2014 at 10:00 a.m.
before Bankruptcy Judge Jack B. Schmetterer.
About NNN 123 North Wacker, LLC
NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel. The Debtor disclosed total assets of $24.95 million and
total liabilities of $135.47 million in its Schedules.
Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.
NY COMMUNITY BANCORP: Fitch Affirms 'BB-' Preferred Stock Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for New York Community
Bancorp, Inc. (NYCB) at 'BBB+/F2'. The rating Outlook remains
Stable.
The Stable Outlook assumes that asset quality will remain strong,
and capital levels will remain relatively stable over the near
term. The Outlook also incorporates the view that earnings could
face headwinds in 2014 from reduced mortgage banking income and
lower prepayment revenue. Spread income may also come under
pressure given NYCB's liability sensitive balance sheet, and
presumably higher interest rates over the near- to intermediate-
term. A full list of ratings follows at the end of this release.
KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT
NYCB's ratings primarily reflect excellent asset quality with
nominal credit costs over many business cycles. The ratings are
further supported by consistent earnings performance during the
most recent financial crisis and other real estate downturns.
These strengths are somewhat offset by NYCB's relatively higher
risk funding profile and geographically concentrated loan
portfolio.
Fitch views NYCB's asset quality as the company's primary rating
strength. NYCB's net charge offs peaked at 35bps in 2011, and
totalled only 5bps in 2013, which is well below industry averages.
Fitch expects asset quality to remain strong due to the company's
conservative underwriting practices across its multifamily,
commercial real estate and residential loan portfolios.
Earnings performance was solid with an ROA of 1.07% in 2013 and in
line with historical averages for the company. Fitch expects NYCB
will face earnings pressures in the near term and believes
refinancing activity will slow further in 2014, which would
negatively impact mortgage banking income and prepayment fee
income on commercial properties. Additionally, amortization of
NYCB's $2.8 billion covered loan portfolio is expected to have a
small but negative impact on net interest margin since accretable
yields on covered portfolios are higher than existing and new loan
production. NYCB spread income could also be adversely impacted
with higher interest rates given the liability sensitive balance
sheet. This is further compounded by a very high reliance on net
interest income.
NYCB's liquidity profile is a weakness for the company's overall
credit profile. The company is relatively more reliant on non-
core funding sources, such as FHLB advances and repurchase
agreements, than its peer banks. In 2013, average wholesale
funding balances totaled $12.9 billion or 29% of average assets.
Since NYCB has relatively higher reliance on wholesale funding,
the company can be vulnerable to disruptions in the wholesale
markets and also carries a higher cost of funds.
Fitch reviewed NYCB as part of its Niche Bank Peer Review, along
with Astoria Financial, Dime Community, and Emigrant Bancorp.
Niche banks are defined by their narrow business models, limited
deposit franchises and geographic concentrations. Fitch views
these limitations as ratings constraints across the peer group.
The group is comprised of banks with total assets ranging from $4
billion to $47 billion that lend primarily in the New York City
metropolitan, residential real estate market.
RATING SENSITIVITIES - IDRS and VRs and SENIOR DEBT
NYCB's ratings are solidly situated at its current levels. Fitch
foresees limited upside given the more limited franchise of the
company. The deposit franchise and broker originated business are
relatively weaker than similarly sized banks, which Fitch rates.
Conversely, NYCB's ratings are sensitive to the multifamily market
in the New York City area. Material loosening of rent-regulations
in the New York area could be a negative rating driver for the
institution since rent regulations help maintain stable cash flows
and valuations for multifamily properties in New York.
Although seen as unlikely given past performance, material
deterioration of asset quality metrics could result in negative
ratings pressure. Aggressive capital management would also be
viewed negatively. NYCB's tangible common equity ratio of 7.42% is
on the lower end compared to its rating category.
NYCB continues to eye potential large accretive acquisitions.
Fitch would evaluate any acquisition to assess the financial
impact, potential changes to strategy, or integration challenges
to determine if there are any rating implications.
KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
NYCB's preferred issuances are notched below NYCB's VR. The notch
differential reflects loss severity and an assessment of increment
non-performance risk
RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES
NYCB's preferred issuances are sensitive to changes in NYCB's VR.
The rating sensitivities for the VR are listed above.
KEY RATING DRIVERS - HOLDING COMPANY
NYCB's IDR and VR are equalized with those of its bank
subsidiaries 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.
RATING SENSITIVITIES - HOLDING COMPANY
Should NYCB begin to exhibit signs of weakness, demonstrate
trouble accessing the capital markets, or have inadequate cash
flow coverage to meet near-term obligations, there is the
potential that Fitch could notch the holding company's IDR and VR
below the ratings of its bank subsidiaries.
KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR
NYCB's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed
RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR
NYCB's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.
Fitch affirms the following:
New York Community Bancorp
-- Long-term IDR at 'BBB+';
-- Viability rating at 'bbb+';
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF'.
New York Community Bank
-- Long-term IDR at 'BBB+';
-- Long-term deposits at 'A-';
-- Viability rating at 'bbb+';
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF';
-- Short-term deposits at 'F2'.
New York Commercial Bank
-- Long-term IDR at 'BBB+';
-- Long-term deposits at 'A-';
-- Viability rating at 'bbb+'.
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF';
-- Short-Term deposits at 'F2'.
Richmond County Capital Corporation
-- Preferred stock at 'BB-'.
OFFICE DEPOT: Moody's Affirms 'B2' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service affirmed all ratings of Office Depot,
Inc., including the B2 Corporate Family rating, and changed the
outlook to stable from developing. The SGL-1 Speculative Grade
Liquidity rating is unchanged.
Ratings affirmed include:
Corporate family rating of B2
Probability of default rating at B2-PD
Speculative grade liquidity rating of SGL-1
$250 million notes due 2019 B2/50-LGD4
Ratings Downgraded:
American Foreign Power, Inc.
$13 million debentures due 2030 to B3/77-LGD5 from B2/72-LGD5
OfficeMax, Inc.
$18 million 7.35% debentures due 2016 to B3/77-LGD5 from B2/72-
LGD5
$186 million revenue bonds to B3/77-LGD5 from B2/72-LGD5
Ratings withdrawn:
OfficeMax, Inc.
Corporate Family Rating of B1
Probability of Default Rating of B1-PD
Speculative grade liquidity rating of SGL-1
Ratings Rationale
"Office Depot has formally guaranteed the rated legacy Office Max
debt, which is a significant rating factor as it crystallizes the
capital structure," stated Moody's Vice President Charlie O'Shea.
"On a proforma basis, Office Depot remains highly-leveraged, with
our estimated debt/EBITDA of around 6 times, with interest
coverage as measured by EBITA/interest weak at around 1.25 times.
The company's very good liquidity provides critical support for
the rating, and provides the company with some cushion as it goes
through the integration process. In the event the company is able
to execute its plan, upward rating momentum would emanate."
The B2 rating primarily considers Office Depot's credit metrics,
which Moody's believe will remain weak until the integration is
completed, extraneous stores are closed, and duplicative expenses
eradicated, though Moody's do expect sequential improvement over
the next 12-18 months. The rating also recognizes the difficult
macroeconomic operating environment for the office supply sector
in both the U.S. and Europe, which continues to compress operating
performance, as well as the company's challenged historical
execution ability. Moody's expect liquidity to remain very good,
which is a critical factor supporting the B2 rating.
The stable outlook reflects Moody's belief that though the
quantitative profile is presently weak, with leverage of around 6
times and interest coverage of around 1.25 times, there is
potential for improvement in credit metrics over the next 12-18
months as the integration plan is executed. The company's very
good liquidity is another positive factor underpinning the
outlook.
An upgrade would likely result from the company's integration plan
progressing smoothly, leading to an improvement in credit metrics.
Quantitatively, ratings could be upgraded if debt/EBITDA
approaches 5.0 times and EBITA/Interest was sustained above 1.75
times, with liquidity generally maintained at present levels.
Ratings could be downgraded if debt/EBITDA is sustained above 6
times or if EBITA/interest does not begin to improve sequentially
over the next few quarters, which could result from the
integration plan not proceeding smoothly. Ratings could also be
downgraded if liquidity were to weaken.
The principal methodology used in this rating was the Global
Retail Industry published in June 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.
Office Depot ("ODP") is the second largest office supply retailer
in the U.S. Allowing for the completion of the merger with
OfficeMax, which occurred in November 2013, the combined entity's
annual revenue on a proforma basis, prior to any potential store
closings, would be around $17 billion, with a total of over 2,000
stores in North America.
PACWEST BANCORP: Fitch Assigns 'BB+' IDR; Outlook Stable
--------------------------------------------------------
Fitch Ratings has assigned long- and short-term Issuer Default
Ratings (IDRs) to PACW and its main bank subsidiary, Pacific
Western Bank of 'BB+/B'. The Rating Outlook is Stable.
Additionally, Fitch has upgraded and withdrawn the IDRs of
CapitalSource, Inc. (CSE) and its bank subsidiary, CapitalSource
Bank (CSB) following the announced closing of its merger with
PacWest Bancorp (PACW). The ratings of CSE are aligned with PACW
as the company will operate as a division of PACW post-merger. A
full list of ratings follows the end of this release.
KEY RATING DRIVERS - IDRs and VR
Since CSE and CSB have merged into PACW, their IDRs and Viability
Rating (VR) are removed from Rating Watch Positive, aligned with
those of PACW and withdrawn. The upgrade of CSE and CSB's ratings
is based on Fitch's assessment of CSE and PACW's combined pro
forma financial and credit profile. Fitch views positively the
expected improvement in CSE's deposit base, funding profile, loan
portfolio diversification and overall franchise as a result of the
combination.
The assigned ratings of PACW are supported by its good market
position in its core markets, earnings generation over the last
two years, improving asset quality, and solid capital profile.
The Stable Outlook reflects Fitch's view that the combined entity
will generate reasonable earnings and maintain adequate capital
levels for its rating category in the medium-to-longer term.
PACW has grown through a series of acquisitions since its
organization in 1999, and there remains the potential for
execution risk in its most recent merger with CSE. However, Fitch
recognizes that management appears to have achieved a good track
record of integrating its acquisitions. The company estimates
after-tax merger related charges to be around $60 million and
anticipates pre-tax cost savings of $47 million over the next two
years. Fitch views these targets to be reasonable and achievable
given a transaction of this size and their prior track record.
Fitch observes that PACW has generated earnings coming out of the
crisis, but is somewhat volatile quarter to quarter due to the
variability of noninterest income. For example, ROAA fluctuated
from 1.0% to 0.3% to 1.5% and 0.2% in the first quarter of 2013
(1Q'13), 2Q'13, 3Q'13 and 4Q'13, respectively. However, core
earnings, which exclude some of the one-time integration-related
and other non-core charges tend to be more consistent, and in line
with peer averages. Pre-provision net revenues (PPNR) were solid,
at around 1.6% on average over the past 12 quarters. Fitch
believes that the projected cost savings could augment earnings
performance in the near-to-medium term, however it might be
somewhat offset by modest net interest margin compression and any
future acquisition-related costs.
Asset quality metrics have continued to improve over the last
several quarters, and consistent with trends of with similarly
rated peers. Non-performing assets (NPAs, inclusive of accruing
TDRs but exclusive of covered loans) were 3.2% at year-end 2013,
improving considerably from 5.5% at the prior year-end. The
company has shown the ability to work down NPAs with relatively
low credit costs. PACW's net charge-offs as a percentage of
average loans over the last five quarters were 0.20%, which
compares favorably to industry peers. Fitch expects pro forma
asset quality metrics will improve further with the acquisition of
CSE's loan portfolio given its strong asset quality profile. At
year-end 2013, CSE's NPA and charge-off ratios were 1.49% and
0.27%, respectively.
Fitch views PACW's capital levels as solid and appropriate for its
ratings. At Dec. 31, 2013, the company reported ratios of 9.2%,
15.1% and 16.4% for tangible common equity (TCE), Tier 1 risk-
based capital (RBC) and total RBC ratios, respectively. Post-
merger, the ratios are expected to be 10.5%, 11.7%, and 15.7%,
respectively. The pro forma TCE ratio is expected to improve
modestly given CSE's strong capital base. As of Dec. 31, 2013,
CSE reported ratios of 13.88%, 15.03% and 16.29% for TCE, Tier 1
RBC and total RBC ratios, respectively. Fitch would expect the
company to maintain an appropriate capital profile as PACW
continues to make acquisitions in the future.
RATING SENSITIVIES - IDRs AND VR
Fitch believes PACW's ratings have greater upside than downside
over the medium-term, possibly supported by a more stable earnings
profile, while maintaining strong asset quality and adequate
capital levels over the medium-to-longer term.
Conversely, the ratings could be pressured if operating
performance trended downward, should the company fail to
appropriately manage integration risk. In addition, deterioration
in asset quality performance or failure to maintain solid capital
levels could result in a review of PACW's ratings and Outlook.
KEY RATING DRIVERS and SENSITIVITIES- Support and Support Rating
Floors
PACW has a Support Rating of '5' and a Support Rating Floor of
'NF'. In Fitch's view, PACW is not systematically important and
therefore, Fitch believes the probability of support unlikely.
PACW's IDRs and VR do not incorporate any support. PACW's Support
Rating and Support Rating Floor are sensitive to Fitch's
assumption around capacity to procure extraordinary support should
such support be needed.
KEY RATING DRIVERS and Sensitivities - HOLDING COMPANY
PACW's IDR and VR are equalized with those of its bank, 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.
Should PACW's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near term obligations, there
is the potential that Fitch could notch the holding company IDR
and VR from the ratings of the operating companies.
PACW did not participate in the rating process, or provide
additional information, beyond the issuer's available public
disclosure.
Fitch assigns the following ratings:
PacWest Bancorp
-- Long-term IDR at 'BB+';
-- Short-term IDR at 'B';
-- Viability Rating at 'bb+';
-- Support at '5';
-- Support floor at 'NF'.
Pacific Western Bank
-- Long-term IDR at 'BB+';
-- Long-term deposits at 'BBB-';
-- Short-term IDR at 'B';
-- Short-term deposits at 'B';
-- Viability Rating at 'bb+';
-- Support at '5';
-- Support floor at 'NF'.
Fitch has upgraded, removed from Rating Watch and withdrawn the
following ratings:
CapitalSource, Inc.
-- Long-term IDR to 'BB+' from 'BB'.
CapitalSource Bank
-- Long-term IDR to 'BB+' from 'BB';
-- Long-term deposits to 'BBB-' from 'BB+'
-- Viability Rating to 'bb+' from 'bb';
Fitch has affirmed, removed from Rating Watch and withdrawn the
following ratings:
CapitalSource Bank
-- Short-term IDR at 'B';
-- Short-term deposits at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.
PENN-MONT BENEFIT: $3.8MM in Bond Funds Doesn't Belong to Debtors
-----------------------------------------------------------------
Judge Mary A. McLaughlin of the U.S. District Court for the
Eastern District of Pennsylvania ruled that at least $3.8 million
of supersedeas bond funds in the Court's registry is no longer
"property of the estate" in which Penn-mont Benefit Services,
Inc., et al. have an equity interest.
The petitioners in Langlais v. PennMont Benefit Services, Inc.,
No. 11-5275 (E.D. Pa.), have filed for relief from the automatic
stay of proceedings against PennMont to seek partial release of
the supersedeas bond funds posted by the respondents in the case.
In the same ruling, Judge McLaughlin held that the balance of the
equities in this case favors granting the Langlais petitioners
relief from the automatic stay of bankruptcy by annulling the
stay, ratifying a Third Circuit mandate, and ordering partial
release of the supersedeas bond funds.
The Langlais petitioners are the beneficiaries of employee benefit
plans administered by the Defendants. In September 2010, the
Debtors denied the petitioners' claim for death benefits under an
employee benefit plan administered by the Debtors.
A copy of the District Court's April 3, 2014 Memorandum is
available at http://is.gd/aFHBYkfrom Leagle.com.
About Regional Employers Assurance Leagues
Voluntary Employees' Beneficiary Association Trust
Regional Employers Assurance Leagues Voluntary Employees'
Beneficiary Association Trust filed a Chapter 11 petition (Bankr.
E.D. Pa. Case No. 13-16440) on July 23, 2013. Judge Jean K.
FitzSimon presides over the case. The Debtor estimated assets at
$50 million to $100 million and debts at $1 million to $10
million. The petition was signed by John J. Koresko, V, director
of trustee and administrator.
In September, the Pennsylvania Bankruptcy Court entered an order
dismissing Real VEBA's Chapter 11 case. The dismissal came after
the U.S. Trustee called for the dismissal of the case, arguing,
among other things, that the Debtor cannot reorganize and that its
bankruptcy has no business purpose. According to the U.S.
Trustee, the sole purpose of the filing for bankruptcy relief was
an attempt to stay a police powers action brought by the U.S.
Department of Labor, hence, the filing was not commenced in good
faith.
On Oct. 1, 2013, creditors holding $1.19 million in claims filed
an involuntary petition under Chapter 11 against Regional
Employers Assurance Leagues Voluntary Employees' Beneficiary
Association Trust, d/b/a Real VEBA Trust (Case No. 13-05987,
Bankr. M.D. Fla.). The proposed Debtor is represented by Scott
Alan Orth, Esq., at LAW OFFICES OF SCOTT ALAN ORTH PA, in
Hollywood, Florida. The Petitioners are represented by Brett A
Mearkle, Esq., at LAW OFFICE OF BRETT A. MEARKLE, in Jacksonville,
Florida.
Later that month, Real VEBA Trust notified the Bankruptcy Court
for the Middle District of Florida, Jacksonville Division, of its
consent of an entry of the order for relief in the involuntary
Chapter 11 case.
On Dec. 6, 2013, Bankruptcy Judge Jerry A. Funk in Jacksonville,
Florida, transferred these six bankruptcy cases to the
Philadelphia Division of the Bankruptcy Court for the Eastern
District of Pennsylvania:
* In re: PENN-MONT BENEFIT SERVICES, INC., Chapter 11,
Debtor, Case No. 3:13-bk-05986-JAF,
* In re: REAL VEBA d/b/a REGIONAL EMPLOYERS ASSURANCE LEAGUE
VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATION TRUST,
Involuntary Chapter 11, Proposed Debtor, Case No.
3:13-bk-05987-JAF,
* In re: SINGLE EMPLOYER WELFARE BENEFIT PLAN TRUST,
Involuntary Chapter 11, Proposed Debtor, 3:13-bk-05988-JAF,
* In re: PENN PUBLIC TRUST, Chapter 11, Debtor, Case No.
3:13-bk-05989-JAF,
* In re: KORESKO LAW FIRM, P.C., Chapter 11, Debtor, Case
No. 3:13-bk-05990-JAF,
* In re: KORESKO & ASSOCIATES, P.C., Chapter 11, Debtor,
Case No. 3:13-bk-05991-JAF
The U.S. Trustee filed "Motions to Transfer Cases to the Eastern
District of Pennsylvania or, in the Alternative, to Dismiss
Cases". The Department of Labor; and The Wagner Law Group, as
Independent Fiduciary for Single Employer Welfare Benefit Plan
Trust and Regional Employers Assurance League Voluntary Employees'
Beneficiary Association Trust filed Joinders in the U.S. Trustee's
Motions. The Independent Fiduciary also filed its own Motions to
Transfer Venue.
The REAL VEBA Trust and the SEWBP Trust are trusts formed under
the common law of the Commonwealth of Pennsylvania. PPT is the
sole trustee of both trusts, and Koresko is PPT's sole director.
PPT is a Pennsylvania Non-Profit Corporation without members and
was incorporated by Koresko, PPT's sole director. PMBS, K&A and
KLF are Pennsylvania Corporations, and Koresko is both the sole
director and sole shareholder for each of PMBS, K&A and KLF.
PGI INCORPORATED: Incurs $6.9 Million Net Loss in 2013
------------------------------------------------------
PGI Incorporated filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.90 million on $16,000 of revenues for the year ended Dec. 31,
2013, as compared with a net loss of $6.24 million on $29,000 of
revenues in 2012.
As of Dec. 31, 2013, the Company had $1.27 million in total
assets, $77.88 million in total liabilities and a $76.61 million
stockholders' deficiency.
BKD, LLP, in BKD, LLP, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013. The independent auditors noted that the Company has a
significant accumulated deficit, and is in default on its primary
debt, certain sinking fund and interest payments on its
convertible subordinated debentures and its convertible
debentures. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
A copy of the Form 10-K is available for free at:
http://is.gd/XXZwIc
About PGI Incorporated
St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was
founded in 1958, and up until the mid 1990's was in the business
of building and selling homes, developing and selling home sites
and selling undeveloped or partially developed tracts of land.
Over approximately the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate. This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.
Presently, the most valuable remaining asset of the Company is a
parcel of 366 acres located in Hernando County, Florida. The
Company also owns a number of scattered sites in Charlotte County,
Florida (the "Charlotte Property"), but most of these sites are
subject to easements which markedly reduce their value and/or
consist of wetlands of indeterminate value. As of Dec. 31, 2011,
the Company also owned six single family lots, located in Citrus
County, Florida.
As of Dec. 31, 2011, the Company had no employees, and all
services provided to the Company are through contract services.
PLF INVESTMENTS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: PLF Investments, LLC
aka Curry Ford Center
1254 S. John Young Pkwy, Suite C
Kissimmee, FL 34741
Case No.: 14-04002
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Judge: Hon. Cynthia C. Jackson
Debtor's Counsel: Peter N Hill, Esq.
WOLFF, HILL, MCFARLIN & HERRON PA
1851 West Colonial Drive
Orlando, FL 32804
Tel: 407-648-0058
Fax: 407-648-0681
Email: phill@whmh.com
Total Assets: $74
Total Liabilities: $1.86 million
The petition was signed by Thomas E. Chalifoux, Jr., manager.
The Debtor listed Branch Banking and Trust Co. as its largest
unsecured creditor holding a bank loan claim of $1.83 million.
PROSPECT SQUARE: Hires Reinhart & Assoc. for Accounting Tasks
-------------------------------------------------------------
Prospect Square 07 A, LLC et al ask the U.S. Bankruptcy Court for
permission to employ Reinhart and Associates, LLC to perform
accounting services.
The services will primarily be provided by Kelly Reinhart, CPA.
The services to be provided by the accountant primarily include
preparation of state and federal tax documents for the Debtors for
2013.
Kelly Reinhart attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.
The firm has provided pre-petition services to the Debtors and
holds a pre-petition claim in the amount of $14,250. It has
agreed to waive the claim.
The firm's rates are:
Professional Rates
------------ -----
Partner $255
Staff Accountant $150
Administrative Staff $75
Prospect Square 07 A, LLC, and related entities sought Chapter 11
bankruptcy protection from creditors (Bankr. D. Colo. Lead Case
No. 14-10896) in Denver on Jan. 29, 2014.
Prospect Square 07 A is a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at 9690
Colerain Avenue, Cincinnati, Ohio. The Debtor listed $16 million
in assets and more than $12 million in liabilities. Lee M.
Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver, serves as
the Debtors' counsel.
Lender MSCI 2007-IQ16 Retail 9654, LLC, is represented by James T.
Markus, Esq., and Jeffery O. McAnallen, Esq., at Markus Williams
Young & Zimmermann LLC.
RAINBOW ENTERPRISES: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Rainbow Enterprises Co., Inc.
29433 Southfield Road
Southfield, MI 48076-2031
Case No.: 14-46048
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Mark A. Randon
Debtor's Counsel: Michael P. DiLaura, Esq.
MIKE DILAURA & ASSOCIATES, PC
105 Cass Ave.
Mt. Clemens, MI 48043
Tel: (586) 468-5600
Fax: (586) 465-9113
Email: miked@mikedlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Samir Saleh, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb14-46048.pdf
REALOGY HOLDINGS: Issues $450 Million of Senior Notes Due 2019
--------------------------------------------------------------
Realogy Group LLC, together with Realogy Co-Issuer Corp., the
Company's wholly-owned subsidiary, issued $450 million aggregate
principal amount of 4.500 percent senior notes due 2019, under an
indenture, dated as of April 7, 2014, among the Company, Realogy
Holdings Corp., an indirect parent of the Company, the Co-Issuer,
the Note Guarantors and The Bank of New York Mellon Trust Company,
N.A., as trustee for the Notes. The Notes were issued in a
private offering exempt from the registration requirements of the
Securities Act of 1933, as amended, to qualified institutional
buyers in accordance with Rule 144A and to persons outside of the
United States pursuant to Regulation S under the Securities Act.
The Company used the net proceeds from the offering of the Notes
of approximately $444 million to repurchase approximately $354
million of the Issuers' 7.875 percent Senior Secured Notes due
2019, and to pay related premiums of $33 million as well as
related fees and expenses. The Company intends to use the
remaining net proceeds from the offering of the Notes for working
capital and general corporate purposes. The Company may also use
those proceeds to repay Existing Secured Notes from time to time,
through either tender offers, redemptions, purchases in privately
negotiated transactions, open market purchases, or a combination
thereof, and to pay the fees and expenses related thereto.
The Notes are unsecured senior obligations of the Company and will
mature on April 15, 2019. The Notes bear interest at a rate of
4.500 percent per annum. Interest on the Notes will be payable
semiannually to holders of record at the close of business on
April 1 or October 1 immediately preceding the interest payment
date on April 15 and October 15 of each year, commencing Oct. 15,
2014.
At any time prior to maturity, the Company may redeem all or a
portion of the Notes at a price equal to 100 percent of the
principal amount of the Notes to be redeemed, plus accrued and
unpaid interest, plus a "make-whole" premium. If the Company
experiences certain kinds of changes in control, it must offer to
purchase the Notes at a price equal to 101 percent of the
principal amount, plus accrued and unpaid interest. If the
Company sells certain assets, it must offer to repurchase the
Notes at 100 percent of the principal amount, plus accrued and
unpaid interest.
Additional information is available for free at:
http://is.gd/1KqOQr
About Realogy Corp.
Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services. Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group. Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.
Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor. Realogy fully supports the principles of the
Fair Housing Act.
Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012. Realogy Holdings
and Realogy Group incurred a net loss of $441 million on $4.09
billion of net revenues in 2011, following a net loss of $99
million on $4.09 billion of net revenues for 2010.
As of June 30, 2013, the Company had $7.29 billion in total
assets, $5.75 billion in total liabilities and $1.54 billion in
total equity.
Bankruptcy Warning
"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control. We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.
If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness. We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.
If we cannot make scheduled payments on our debt, we will be in
default and, as a result:
* our debt holders could declare all outstanding principal and
interest to be due and payable;
* the lenders under our senior secured credit facility could
terminate their commitments to lend us money and foreclose
against the assets securing their borrowings; and
* we could be forced into bankruptcy or liquidation," the
Company said in its annual report for the period ended
Dec. 31, 2012.
* * *
In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3. The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.
As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.
"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.
RESERVOIR EXPLORATION: Amended Liquidation Plan Now Effective
-------------------------------------------------------------
Reservoir Exploration Technology Inc. informed the U.S. Bankruptcy
Court for the Northern District of Texas that its first amended
plan of liquidation dated Jan. 30, 2014, became effective on March
31, 2014.
The Debtor noted that any claim arising from the rejection of an
executory contract or unexpired lease must be filed by April 30,
2014. Deadline for filing objections to allowance of claim is
July 7, 2014.
As reported in the Troubled Company Reporter on March 13, 2014,
the Court has confirmed the Debtor's liquidation plan. In
accordance with section 6.3 of the Plan and on the Effective
Date, Jason A. Rae is appointed to serve as the Liquidating
Trustee of the Liquidating Trust; he is authorized to exercise all
rights and powers of such position to effectuate the Plan and the
Liquidating Trust Agreement.
As reported by The Troubled Company Reporter, the Plan
incorporates a settlement and compromise with the liquidator on
behalf of parent Reservoir Exploration Technology ASA, under which
RXT ASA has agreed to expeditiously liquidate the Debtor's
Receivable Asset -- which is the Debtor's aliquot share of a
receivable owed by Shell E&P Ireland Limited in the total amount
of US$10.8 million -- and other unliquidated intercompany
receivables by taking an assignment of the Debtor's interests in
these assets and providing immediate Plan funding to the Debtor to
ensure its ability to presently propose and perform its Plan.
A copy of the First Amended Plan of Liquidation dated Jan. 30,
2014, is available for free at http://is.gd/vf7Xbt
About Reservoir Exploration
Reservoir Exploration Technology, Inc., a provider of seismic data
and related geophysical services to the oil and gas industry and
specializing in multi-component sea-floor acquisition of seismic
data, sought protection under Chapter 11 of the Bankruptcy Code on
Nov. 5, 2013 (Case No. 13-45148, Bankr. N.D. Tex.). The case is
assigned to Judge Michael Lynn.
The Debtor's parent, Reservoir Exploration Technology ASA, filed
for bankruptcy protection under the laws of Norway on June 13,
2013. Mr. Jon Skjorshammer of The Selmer Law Firm, with offices
in Oslo, Norway, has been appointed by the Norwegian bankruptcy
court as the liquidator for RXT ASA in the Parent's Foreign
Bankruptcy Case.
The U.S. Debtor is represented by Jay Ong, Esq., Joseph J.
Wielebinski, Esq., and Thomas D. Berghman, Esq., at Munsch Hardt
Kopf & Harr, P.C., in Dallas, Texas. Lain Faulkner & Co., P.C.,
serves as financial advisor, and Jason A. Rae acts as chief
restructuring officer.
The petition was signed by Mr. Rae. The Debtor's Schedules of
Assets and Liabilities disclosed $13,660,336 in assets and
$18,823,697 in liabilities.
RESIDENTIAL CAPITAL: Court Expunges Caren Wilson Claims
-------------------------------------------------------
Bankruptcy Judge Martin Glenn sustained the objection of the
ResCap Borrower Claims Trust, which seeks to disallow and expunge
Claim Nos. 4754 and 7181 of Caren Wilson. The Claims assert (1) a
$5,050,000 secured claim and (2) a $4,150,000 unsecured and
$350,000 secured claim, respectively, both against Residential
Capital, LLC.
A copy of the Court's April 2, 2014 Memorandum Order is available
at http://is.gd/QN4y8Pfrom Leagle.com.
Attorneys for Caren J. Wilson are:
Thomas J. Sinnickson, Esq.
THOMAS J. SINNICKSON, P.C.
176 Main Street
Center Moriches, NY 11934
- and -
Wendy Alison Nora, Esq.
ACCESS LEGAL SERVICES
310 Fourth Avenue South, Suite 5010
Minneapolis, MN 55415
Counsel for the ResCap Borrower Claims Trust:
Adam A. Lewis, Esq.
MORRISON & FOERSTER LLP
425 Market Street
San Francisco, CA 94105
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.
Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
ROBERT PLAN: Bankruptcy Court's Fee Ruling Reversed
---------------------------------------------------
District Judge Sandra J. Feuerstein reversed an order by
Bankruptcy Judge Robert E. Grossman, dated Aug. 20, 2012, which
authorized the payment of fees to Kenneth Kirschenbaum, Chapter 7
Trustee of the Estate of the Robert Plan Corporation, et al., and
his retained professionals from the assets of an employee benefit
plan. The Secretary of the United States Department of Labor took
an appeal from the Bankruptcy Court's order.
"This Court concludes that the Bankruptcy Court lacked non-core
'related to' jurisdiction to order that the fees and expenses of
the RPC Plan Administrator and his professionals be paid using
assets from the RPC Plan. The Bankruptcy Court does, however,
have jurisdiction to grant or deny an application seeking an award
for Plan administration expenses from the bankruptcy estate," the
Court held.
The appellate case is, UNITED STATES DEPARTMENT OF LABOR,
Appellant, v. KENNETH KIRSCHENBAUM, Chapter 7 Trustee of the
Estate of the Robert Plan Corporation, et al., Appellees, No. 13-
CV-2682 (SJF) (E.D.N.Y.).
A copy of the District Court's March 31, 2014 Opinion and Order is
available at http://is.gd/s7FsJ3from Leagle.com.
US Department of Labor is represented by Leonard H. Gerson, U.S.
Department of Labor.
Kenneth Kirschenbaum is represented by his law firm Kirschenbaum &
Kirschenbaum, P.C., led by Steven B. Sheinwald, Esq.
About Robert Plan
Headquartered in Bethpage, New York, The Robert Plan Corp. --
http://www.rpc.com/-- provided insurance services. Robert Plan
Corp. and its affiliate, Robert Plan of New York Corp., filed
voluntary Chapter 11 petitions (Bankr. E.D.N.Y. Case No. 08-74573)
on August 25, 2008, citing "serious cash flow problems" because of
Lincoln General Insurance's failure to make payments. Harold S.
Berzow, Esq., at Ruskin Moscou Faltischek, served as the Debtors'
counsel. Robert Plan disclosed total assets of $21.9 million and
total debts of $41.1 million.
On Jan. 19, 2010, the cases were converted to Chapter 7. Kenneth
Kirschenbaum, Esq., was appointed as trustee for both cases. By
order entered on Sept. 9, 2010, the Debtors' cases were
substantively consolidated.
ROCKY MOUNTAIN LAND: Court Rejects Plan, Allows Foreclosure
-----------------------------------------------------------
Chief Judge Howard R. Tallman denied confirmation of Rocky
Mountain Land Company LLC's First Amended Plan of Reorganization,
filed on June 12, 2013, and granted the motion of CRE/ADC Venture
2013, LLC, for relief from the automatic stay.
The Debtor owns property located at 5690 Webster Street, Arvada,
Colorado, a 24,000 square-foot commercial office building built in
2008. Joseph Jehn, a licensed professional engineer, owns and
operates the Debtor. The Property houses his engineering firm,
Jehn Engineering, as well as several other tenants. Bank of
Choice, the original lender for three loans on the Property,
leased space in the Property until the bank was placed in FDIC
receivership in July 2011. The FDIC then began to pursue
collection of the loans, which had reached maturity.
CRE/ADC began foreclosure proceedings against the Property in
early 2012, which were stayed upon the filing of the Debtor's
bankruptcy. It filed an amended proof of claim No. 3-4 in the
total amount of $4,410,856.05, with $4,103,125.00 as secured,
based on notes and deeds of trust for the three loans on the
Property. It said the loans matured on June 2, 2011, with all
principal and interest immediately due and payable, and the Debtor
has failed to make any payments on the loans since that time.
"The Debtor has had the opportunity the Code provides to debtors-
in-possession to reorganize their affairs. Debtor's lack of
reorganization prospects does not reflect any lack of effort or
diligence by its management. The Court is satisfied that
management has pursued whatever reorganization possibilities
exist. Nonetheless, a secured creditor may not be denied leave to
exercise its rights for an extended period of time, based only on
the hope that the Debtor will be able to gain advantage by a low
property valuation and interest rate, by improved profits during
the plan, and by refinancing being available at the end of the
balloon period," Judge Tallman said.
A copy of the Court's April 3, 2014 Order is available at
http://is.gd/fgfjQjfrom Leagle.com.
Arvada, Colo.-based Rocky Mountain Land Company LLC filed its
Chapter 11 petition (Bankr. D. Colo. Case No. 12-21643-HRT) on
June 1, 2012. Judge Howard R. Tallman oversees the case. Harvey
Sender, Esq. -- Sendertrustee@sendwass.com -- at Sender &
Wasserman, P.C. It valued the Property at $2,200,000, with a
secured claim against it of $4,123,565. It scheduled total assets
of $4,953,945 and liabilities of $5,975,965. The petition was
signed by Joe Jehn, manager. A list of the Company's eight
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/cob12-21643.pdf
S.E. SHIRES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: S.E. Shires, Inc.
4A Spaceway Lane
Hopedale, MA 01747
Case No.: 14-40715
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
District of Massachusetts (Worcester)
Judge: Hon. Melvin S. Hoffman
Debtor's Counsel: Christine E. Devine, Esq.
MIRICK, O'CONNELL, DEMAILLIE & LOUGEE LLP
1800 West Park Drive, Suite 400
Westborough, MA 01581
Tel: (508) 898-1501
Fax: (508) 898-1502
Email: cdevine@mirickoconnell.com
Total Assets: $1.80 million
Total Liabilities: $3.10 million
The petition was signed by Stephen E. Shires, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab14-40715.pdf
SIMPLEXITY LLC: Hires Rutberg & Co as Investment Banker
-------------------------------------------------------
Simplexity, LLC asks the U.S. Bankruptcy Court for permission to
employ Rutberg & Co. as investment banker.
Frank C. Bennett III attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.
The firm, will among other things, provide these services:
a. assist the debtors in preparing descriptive materials and
presentations, and develop a strategy for marketing the
business to potential financial and/or strategic investors
and exploring various strategic alternatives available to
the company;
b. identifying and evaluating potential financial and/or
strategic investors in cooperation with the Debtors; and
c. contacting prospective investors with the company's prior
authorization to determine the their level if interest in
a transaction.
About Simplexity
Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.). The case is before Judge Kevin Gross. The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.
Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.
The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.
SMHC LLC: Has Interim Authority to Use Cash Collateral
------------------------------------------------------
Judge Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, authorized SMHC LLC, et
al., to use cash collateral until April 22, 2014, at 10:30 a.m.,
when the Court will conduct a final hearing on the cash collateral
motion.
Before the date of a final hearing or the date the Cash Collateral
Order becomes a final order, the amount of cash collateral
necessary for the Debtors to use in order to avoid immediate and
irreparable harm is $297,300 and the Debtors' authorized use of
cash collateral is limited to that amount, unless ordered
otherwise.
The Debtors are authorized to grant adequate protection to Talmer
Bank and Trust in the form of replacement liens. Talmer is
granted replacement liens in all collateral that may have been
secured by the applicable prepetition loan documents, which are
created, acquired or arise after the Petition Date, but only to
the extent that Debtors use cash collateral and do not replace it.
SMHC LLC, owner and operator of eight manufactured home parks in
the southern half of Michigan's Lower Peninsula, sought protection
under Chapter 11 of the Bankruptcy Code on April 1, 2014. The
case is In re SMHC LLC, Case No. 14-bk-45579 (E.D. Mich.). The
case is assigned to Judge Marci B. McIvor. The Debtor's counsel
is Jason W. Bank, Esq., at KERR, RUSSELL AND WEBER, PLC, in
Detroit, Michigan; and Daniel G. Byrne, Esq., at KERR, RUSSELL AND
WEBER, PLC, in Detroit, Michigan.
SOUTHERN MONTANA ELECTRIC: Has Reorganization Plan Term Sheet
-------------------------------------------------------------
Southern Montana Electric Generation and Transmission Cooperative,
Inc., notified the U.S. Bankruptcy Court for the District of
Montana that it has reached an agreement in principal with secured
creditors, including The Prudential Insurance Company of America,
and the current members of the Debtor.
The parties agreed that the Debtor will file a plan as promptly as
possible and that plan will generally follow the Noteholders' Plan
of Reorganization dated Dec. 17, 2013, currently on file with the
Bankruptcy Court.
Under the plan to be filed, the Noteholders' Claim will be
satisfied by way of: (i) the retention by the Indenture Trustee
and the Noteholders of the Adequate Protection Payments and
professional fees paid by the Debtor from the Petition Date
through April 2014; (ii) the delivery to the Noteholders of the
deposit presently held by Northwestern Energy in the amount of
$1.25 million; (iii) four-year term promissory notes allocated
between the Noteholders in the aggregate principal amount of $21
million; and (iv) the granting of interests in the Trust. The
Notes will accrue interest at a simple interest rate of 4.125% per
annum and cash interest will be paid monthly as due.
The Debtor may assign or transfer all Chapter 5 actions and rights
to recovery therefrom to the Official Committee of Unsecured
Creditors or to any other party designated as an estate fiduciary
as the Debtor may decide subject to the proviso that the Debtor
may not provide for a total recovery to the holders of Allowed
General Unsecured Claims in excess of a value of $1 million
without the consent of the Members and the Noteholders.
A full-text copy of the Reorganization Plan Term Sheet is
available at http://bankrupt.com/misc/SMEGTCtermsheet.pdf
The members have filed a motion to convert the Debtor's Chapter 11
case to one under Chapter 7. Because the Debtor will file its own
plan of reorganization, the pending motion to convert the Debtor
to Chapter 7 and the plans of the member co-ops for liquidation
and of the Noteholders for reorganization will be held in abeyance
by those advocating parties pending the outcome of the Debtor?s
plan of reorganization while the plan of reorganization filed by
the former Trustee will be withdrawn.
About Southern Montana Electric
Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives. The city of Great Falls later joined as
the sixth member. Including the city, the co-op serves a
population of 122,000. In addition to Great Falls, the service
area includes suburbs of Billings, Montana.
Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million. Timothy Gregori signed the
petition as general manager.
Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich
Law Firm, P.C., in Billings, Montana, serve as the Debtor's
counsel.
After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee. Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011. He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.
Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.
On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc. Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.
Fergus and Beartooth Electric Cooperative, Inc., have asked the
Court to convert SME's Chapter 11 case to one under Chapter 7 of
the U.S. Bankruptcy Code.
According to the TCR, two plans are currently on file with the
Court:
-- On one side is the liquidating plan filed by
Beartooth Electric Cooperative, Inc., Fergus Electric
Cooperative, Inc., Mid-Yellowstone Electric Cooperative,
Inc. and Tongue River Electric Cooperative, Inc., each
a member cooperative in the Debtor. The Member
Cooperatives on Dec. 31 filed the Second Amended
Disclosure Statement for Member Cooperatives' Plan of
Liquidation for Southern Montana Electric Generation
and Transmission Cooperative, Inc.
-- On the other is the Plan of Reorganization for the
Cooperative filed Dec. 17, by The Prudential Insurance
Company of America, Universal Prudential Arizona
Reinsurance Company, Prudential Investment Management,
Inc. as successor in interest to Forethought Life
Insurance Company, and Modern Woodmen of America.
The Bankruptcy Court has issued an order granting the "Motion To
Continue/Reschedule Hearing On THE NOTEHOLDERS DISCLOSURE
STATEMENT AND THE MEMBERS DISCLOSURE STATEMENT, AS AMENDED".
Parties in interest have until and through April 1, 2014, to
object to the Noteholders' Disclosure Statement and if an
objection is filed, it must include a hearing notice setting the
objection for hearing on April 15, 2014. Parties in interest have
until and through April 1, 2014, to object to the Member
Cooperatives' Second Amended Disclosure Statement and if an
objection is filed, it must include a hearing notice setting the
objection for hearing on April 15.
The Member Cooperatives' Plan provides for the prompt and complete
liquidation and dissolution of the Debtor. A Liquidating Agent
will be appointed to manage the Debtor's liquidation; Highwood
Generating Station and other collateral is surrendered to the
primary secured creditors, the Noteholders; the Members' All-
Requirements Contracts with Debtor are rejected and terminated;
and, the Debtor's power contract with Western Area Power
Administration is assigned in agreed allocated shares to the
participating Members. A copy of the Second Amended Disclosure
Statement explaining the Members' Plan is available at no extra
charge at:
http://bankrupt.com/misc/SOUTHERNMONTANA2ds.pdf
The Noteholders' Plan provides for the continued operation of the
Debtor. The Plan retains for the benefit of the Estate (and
improves upon) the terms of a negotiated settlement between the
Noteholders and the Chapter 11 Trustee which resolves the issue of
the value of the Noteholders' collateral and under which the
Noteholders' current claim for a $46 million "make-whole amount"
is waived. A copy of the Disclosure Statement explaining the
Noteholders' Plan is available at no extra charge at:
http://bankrupt.com/misc/SOUTHERNMONTANAds.pdf
The Member Cooperatives and their counsel are: Tongue River
Electric Cooperative, Inc., represented by Jeffery A. Hunnes,
Esq., at Guthals, Hunnes & Reuss, P.C.; Mid-Yellowstone Electric
Cooperative, Inc., represented by Gary Ryder, Esq.; Fergus
Electric Cooperative, Inc., represented by John Paul, Esq., at Law
Office Of John P. Paul, PLLC, and Robert K. Baldwin, Esq., and
Trent M. Gardner, Esq., at Goetz, Baldwin & Geddes, P.C.; and
Beartooth Electric Cooperative, Inc., represented Laurence R.
Martin, Esq., and Martin S. Smith, Esq., at Felt, Martin, Frazier
& Weldon, P.C.
Counsel for the Noteholders are: Steven M. Johnson, Esq., at
Church, Harris, Johnson & Williams, P.C., and Jonathan B. Alter,
Esq., and Steven Wilamowsky, Esq., at Bingham McCutchen LLP.
SPANISH BROADCASTING: Delays 2013 Form 10K Over Accounting Issues
-----------------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form 12b-
25 with respect to its annual report on Form 10-K for the year
ended Dec. 31, 2013.
The Company said it was unable to file its Form 10-K prior to the
filing deadline without unreasonable effort or expense due to
unanticipated delays in resolving the accounting treatment of
certain deferred tax assets. The Company expects to file the Form
10-K within the 15 day extension period, on or before April 15,
2014.
As a result, the Company will reschedule its fourth quarter and
full year 2013 earnings release originally scheduled for after the
market close on Monday, March 31, 2014, and its conference call
originally scheduled for the morning of April 1, 2014. The
Company will notify the investment community of the revised date
and time for the rescheduled release and conference call.
About Spanish Broadcasting
Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience. The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico. Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.
Spanish Broadcasting reported a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million during
the prior year. The Company's balance sheet at Sept. 30, 2013,
showed $473.79 million in total assets, $435.94 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock and a $54.50 million total stockholders' deficit.
Bankruptcy Warning
"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins. In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery. As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms. Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business. Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations," the
Company said in its annual report for the year ended Dec. 31,
2012.
* * *
In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.
In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position. "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.
As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable. "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.
SPRINGLEAF FINANCE: Delays Filing of 2013 Annual Report With SEC
----------------------------------------------------------------
Springleaf Holdings, Inc. and Springleaf Finance Corporation each
filed a Form 12b-25, Notification of Late Filing, with the
Securities and Exchange Commission in connection with their Annual
Reports on Form 10-K for the year ended December 31, 2013.
Springleaf's and SFC's Annual Reports were due on March 31, 2013,
and Springleaf and SFC extended the filing deadline 15 calendar
days.
Springleaf and SFC have experienced a delay in completing the
financial statements and related disclosures to be included in
their Annual Reports. As a result of this delay, Springleaf and
SFC are unable to file their Annual Reports by the prescribed
filing date without unreasonable effort or expense.
Springleaf does not currently anticipate that its statements of
operations, as will be reflected in its Annual Report when filed,
will differ materially from its Fourth Quarter and Full Year 2013
statements of operations as disclosed in its press release dated
March 11, 2014.
Springleaf's and SFC's inability to timely file their Annual
Reports is a result of time needed to address certain accounting
matters.
"We believe that these matters -- accounting for structural
attributes of certain securitizations and investment securities as
embedded derivatives, and the accretion of the effective interest
expense on certain indebtedness of the company -- have been
resolved. However, for the purposes of filing the Annual Reports,
the recording of adjustments relating to these matters, together
with recording to the appropriate periods certain previously
recorded and disclosed out-of-period adjustments, are not yet
complete," the Company said.
In addition, Springleaf and SFC expect to report in the Form 10-K
a material weakness in their internal control over financial
reporting in connection with accounting for complex transactions.
Springleaf and SFC are determining the steps necessary to
remediate the material weakness.
Springleaf and SFC currently anticipate that they will be able to
complete the work in time to file their Forms 10-K for the year
ended December 31, 2013 within the 15 day extension provided by
Rule 12b-25. However, there can be no assurance that Springleaf
and SFC will be able to file their Forms 10-K within such 15 day
period.
On January 3, 2014, Springleaf said that SFC intended to
discontinue filing periodic reports. SFC currently intends to
file an Annual Report on Form 10-K for the year ended December 31,
2013, and to discontinue filing periodic reports subsequent to the
filing of such Form 10-K.
About Springleaf
Springleaf Holdings, Inc.is a consumer finance company providing
loan products to customers through its nationwide branch network
and through iLoan, its internet lending division.
As of June 30, 2013, the Company had $13.47 billion in total
assets, $12.18 billion in total liabilities and $1.28 billion in
total shareholders' equity.
In October 2013, Moody's Investors Service upgraded Springleaf
Finance Corporation's corporate family and senior unsecured
ratings to B3 from Caa1 and assigned a stable outlook. The
upgrade reflects the company's progress in strengthening
liquidity, improving operating performance, and reducing leverage.
In September 2013, Standard & Poor's Ratings Services affirmed its
'B-' issuer credit rating on Springleaf. S&P at that time
assigned its 'CCC+' rating on Springleaf Finance's $650 million
senior unsecured notes due in 2021 and $300 million senior
unsecured notes due in 2023. S&P also assigned a 'B' rating on
Springleaf Financial Funding Co.'s $250 million senior secured
term loan due in 2019.
Springleaf carries Fitch Ratings' long-term Issuer Default Rating
(IDR) of 'B-'.
SPRINGLEAF FINANCE: Unit Prepays Entire $750MM Loan With BofA
-------------------------------------------------------------
Springleaf Holdings, Inc.'s Minchung (Macrina) Kgil, the company's
Senior Vice President and Chief Financial Officer, disclosed that
on March 31, 2014, Springleaf Financial Funding Company as
Borrower, prepaid, without penalty or premium, the entire $750
million principal amount of the loans outstanding under its
Amended and Restated Credit Agreement, dated as of May 10, 2011,
among the Borrower, Springleaf Finance Corporation, the lenders
party thereto, Bank of America, N.A., as administrative agent and
collateral agent, and the other parties thereto. Upon the
prepayment, all obligations (other than contingent reimbursement
obligations and indemnity obligations) of the Borrower, SFC and
the Subsidiary Guarantors under the Credit Agreement and related
loan documents were terminated and all guarantees and security
interests issued or granted in connection therewith were released.
About Springleaf
Springleaf Holdings, Inc.is a consumer finance company providing
loan products to customers through its nationwide branch network
and through iLoan, its internet lending division.
As of June 30, 2013, the Company had $13.47 billion in total
assets, $12.18 billion in total liabilities and $1.28 billion in
total shareholders' equity.
In October 2013, Moody's Investors Service upgraded Springleaf
Finance Corporation's corporate family and senior unsecured
ratings to B3 from Caa1 and assigned a stable outlook. The
upgrade reflects the company's progress in strengthening
liquidity, improving operating performance, and reducing leverage.
In September 2013, Standard & Poor's Ratings Services affirmed its
'B-' issuer credit rating on Springleaf. S&P at that time
assigned its 'CCC+' rating on Springleaf Finance's $650 million
senior unsecured notes due in 2021 and $300 million senior
unsecured notes due in 2023. S&P also assigned a 'B' rating on
Springleaf Financial Funding Co.'s $250 million senior secured
term loan due in 2019.
Springleaf carries Fitch Ratings' long-term Issuer Default Rating
(IDR) of 'B-'.
SPRINGLEAF FINANCE: Third Street Closes Sale of Certificates
------------------------------------------------------------
Springleaf Holdings, Inc.'s Minchung (Macrina) Kgil, the company's
Senior Vice President and Chief Financial Officer, disclosed that
Third Street Funding LLC, a special purpose vehicle wholly owned
by Springleaf Finance Corporation, completed the sale of the 2009-
1 Retained Certificates on March 31, 2014. Third Street retained
no interest in the certificates issued by, or the real estate
loans included in, the 2009-1 Trust, and, as a result, the sale of
the 2009-1 Retained Certificates was accounted for as a sale of
the real estate loans included in the 2009-1 Trust, which totaled
$780.7 million as of December 31, 2013.
On July 30, 2009, Third Street completed a private securitization
transaction in which Third Street sold $1.2 billion of
certificates backed by real estate loans of the American General
Mortgage Loan Trust 2009-1. Third Street initially retained
$786.3 million of the 2009-1 Trust's subordinate mortgage-backed
certificates.
In February 2014, Third Street offered the Certificates for sale
in a competitive auction. On March 6, 2014, Merrill Lynch,
Pierce, Fenner and Smith Incorporated was declared the winning
bidder and Third Street entered into an agreement to sell, subject
to certain closing conditions, all of its interest in the 2009-1
Retained Certificates to MLPFS for a price of $738.0 million.
Concurrently, New Residential Investment Corp. and MLPFS entered
into an agreement pursuant to which New Residential Investment
Corp. agreed to purchase approximately 75% of the 2009-1 Retained
Certificates. New Residential Investment Corp. is managed by an
affiliate of Fortress Investment Group LLC. SFC's indirect parent
company is owned primarily by (i) a private equity fund managed by
Fortress and (ii) AIG Capital Corporation, a subsidiary of
American International Group, Inc.
According to the Company, "This transaction reflects an
acceleration of the liquidation of our legacy real estate
portfolio, which we plan to effect through continued runoff and
opportunistic sales. While we continue to manage the runoff of
the portfolio, we will continue to consider opportunistic sales of
additional portions of the portfolio as market conditions allow."
About Springleaf
Springleaf Holdings, Inc.is a consumer finance company providing
loan products to customers through its nationwide branch network
and through iLoan, its internet lending division.
As of June 30, 2013, the Company had $13.47 billion in total
assets, $12.18 billion in total liabilities and $1.28 billion in
total shareholders' equity.
In October 2013, Moody's Investors Service upgraded Springleaf
Finance Corporation's corporate family and senior unsecured
ratings to B3 from Caa1 and assigned a stable outlook. The
upgrade reflects the company's progress in strengthening
liquidity, improving operating performance, and reducing leverage.
In September 2013, Standard & Poor's Ratings Services affirmed its
'B-' issuer credit rating on Springleaf. S&P at that time
assigned its 'CCC+' rating on Springleaf Finance's $650 million
senior unsecured notes due in 2021 and $300 million senior
unsecured notes due in 2023. S&P also assigned a 'B' rating on
Springleaf Financial Funding Co.'s $250 million senior secured
term loan due in 2019.
Springleaf carries Fitch Ratings' long-term Issuer Default Rating
(IDR) of 'B-'.
SPRINGLEAF FINANCE: MorEquity Sells $70MM in Real Estate Loans
--------------------------------------------------------------
Springleaf Holdings, Inc.'s Minchung (Macrina) Kgil, the company's
Senior Vice President and Chief Financial Officer, disclosed that
on March 7, 2014, MorEquity, Inc., a wholly owned subsidiary of
Springleaf Finance Corporation, entered into an agreement to sell,
subject to certain closing conditions, performing and non-
performing real estate loans totaling $70.2 million as of December
31, 2013. MorEquity completed this transaction on March 31, 2014.
About Springleaf
Springleaf Holdings, Inc.is a consumer finance company providing
loan products to customers through its nationwide branch network
and through iLoan, its internet lending division.
As of June 30, 2013, the Company had $13.47 billion in total
assets, $12.18 billion in total liabilities and $1.28 billion in
total shareholders' equity.
In October 2013, Moody's Investors Service upgraded Springleaf
Finance Corporation's corporate family and senior unsecured
ratings to B3 from Caa1 and assigned a stable outlook. The
upgrade reflects the company's progress in strengthening
liquidity, improving operating performance, and reducing leverage.
In September 2013, Standard & Poor's Ratings Services affirmed its
'B-' issuer credit rating on Springleaf. S&P at that time
assigned its 'CCC+' rating on Springleaf Finance's $650 million
senior unsecured notes due in 2021 and $300 million senior
unsecured notes due in 2023. S&P also assigned a 'B' rating on
Springleaf Financial Funding Co.'s $250 million senior secured
term loan due in 2019.
Springleaf carries Fitch Ratings' long-term Issuer Default Rating
(IDR) of 'B-'.
STACY'S INC: Court Rejects Bid to Use BOTW Cash Collateral
----------------------------------------------------------
Chief Bankruptcy Judge David R. Duncan denied the request of
Stacy's Inc., to use cash collateral of Bank of the West. The
Court said the Debtor has not met its burden of proving adequate
protection exists for the $612,528.30 in cash collateral it seeks
authorization to use.
The Official Committee of Unsecured Creditors supported the
Debtor's motion.
In its motion for use of cash collateral filed Nov. 15, 2013, the
Debtor seeks to use BOTW's cash collateral to pay these expenses:
1. Approximately $525,000 in income taxes as a result of
income generated through Aug. 30, 2013 based on a tax
analysis dated Feb. 10, 2014;
2. $33,000 in independent contractor wages for two officers
employed by Stacy's until the sale of its assets for
services performed in winding down the company after the
sale;
3. $2,472.33 owed to the Debtor's worker's compensation
insurance carrier as a result of an audit conducted by
the carrier following the termination of the policy on
Aug. 30, 2013; and
4. Approximately $31,000 in U.S. Trustee fees for the
fourth quarter of 2013 through the projected closing of
this case.
In a supplement to its motion filed Dec. 19, 2013, the Debtor
seeks, in addition to the expenses, to use BOTW's cash collateral
to pay approximately $10,000 in fees for termination of its 401k
plan and $5,000 for a computer consultant.
At the hearing on March 12, 2014, the Debtor indicated it was also
seeking to use cash collateral to pay $6,055.96 in federal
unemployment taxes.
Tim Brindley, who was the Debtor's president until the sale of
substantially all of the Debtor's assets to MG Acquisition Inc.,
testified the unemployment taxes have been paid with unencumbered
assets. The primary focus of the parties in their briefing and at
the hearing was on the $525,000 estimated income tax liability.
The tax liability is the result of more money being collected
post-petition than anticipated, lower expenses than expected, and
a higher working capital adjustment.
The asset purchase agreement under which the Debtor sold its
assets contained a requirement that the Debtor have at least $11.5
million in working capital at closing. Working capital consisted
of inventory and accounts receivable. The APA referred to the
amount by which the working capital exceeds $11.5 million as the
"working capital adjustment." The purchase price under the APA
was adjusted upward based on the working capital adjustment.
BOTW is the Debtor's largest secured creditor by far. Its
security interest encumbers the Debtor's accounts, chattel paper,
inventory, equipment, fixtures, farm products, water rights,
instruments, investment property, documents, commercial tort
claims, deposit accounts, letter of credit rights, general
intangibles, supporting obligations, and records of, accession to
and proceeds and products of the foregoing. BOTW also had a first
mortgage on the real property owned by entities related to the
Debtor where the Debtor conducted most of its operations. The
Debtor did not negotiate with BOTW regarding the prospect of
selling its assets through a bankruptcy sale or notify BOTW of its
plans prior to filing bankruptcy.
A copy of the Court's April 4, 2014 Order is available at
http://is.gd/8W2Cm1from Leagle.com.
About Stacy's Inc.
Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.
Stacy's -- http://www.stacysgreenhouses.com/-- had 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina. The Debtor scheduled $26.4 million in total assets and
$31.4 million in liabilities as of the bankruptcy filing. The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.
The Debtor has tapped Barbara George Barton, Esq., at Barton Law
Firm, P.A, as bankruptcy counsel; Ouzts, Ouzts & Varn, P.A., as
its financial advisor; SSG Advisors, LLC, as its investment
banker; and Faulkner and Thompson, P.A., to provide limited
accounting services.
The Official Committee of Unsecured Creditors has retained Reid E.
Dyer, Esq., at Moore & Van Allen, PLLC.
Stacy's in August 2013 sold the business to MG Acquisition Inc.,
an affiliate of Metrolina Greenhouses, for $15.2 million after no
competing bids were entered at a bankruptcy auction. The sale
closed on Aug. 30, 2013.
STANADYNE HOLDINGS: Incurs $8.8 Million Net Loss in 2013
--------------------------------------------------------
Stanadyne Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $8.83 million on $267.83 million of net sales for
the year ended Dec. 31, 2013, as compared with a net loss of
$11.50 million on $251.45 million of net sales for the year ended
Dec. 31, 2012. The Company incurred a net loss of $32.50 million
in 2011.
As of Dec. 31, 2013, the Company had $374.87 million in total
assets, $431.99 million in total liabilities, $691,000 in
redeemable non-controlling interest and a $57.80 million total
stockholders' deficit.
PricewaterhouseCoopers LLP, in Hartford, Connecticut, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that Stanadyne has a significant amount of
outstanding debt maturing in the next twelve months that raises
substantial doubt regarding its ability to continue as a going
concern.
A copy of the Form 10-K is available for free at:
http://is.gd/zEMHUe
About Stanadyne Holdings
Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines. Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment. Revenues for LTM ended Sept. 30, 2010 were
$240 million.
* * *
As reported by the TCR on June 27, 2013, Moody's Investors Service
downgraded Stanadyne Holdings Inc.'s Corporate Family Rating to
Caa2 from Caa1 to reflect Moody's view that a debt restructuring
is likely in the near-term.
In March 2012, Standard & Poor's Ratings Services revised its
long-term outlook to negative from stable on Windsor, Conn.-based
Stanadyne Corp. At the same time, Standard & Poor's affirmed its
ratings, including the 'CCC+' corporate credit rating, on
Stanadyne.
"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.
STEREOTAXIS INC: Expands Silicon Valley Credit Facility $10-Mil.
----------------------------------------------------------------
Stereotaxis, Inc., has entered into an amended credit agreement
with Silicon Valley Bank (SVB) that replaces its existing $3
million revolving facility with a $10 million revolving facility
scheduled to mature on March 31, 2015.
"This extended line of credit continues SVB's long-term
relationship with Stereotaxis and reflects the significant
financial progress we have made over the last 12 months," said
William Mills, Stereotaxis chief executive officer. "While our
full intention is to maintain the improved debt position we have
worked so hard to achieve, this agreement provides us with
financing flexibility as we continue to pursue growth
opportunities and enhance our capabilities in the cardiac
electrophysiology market."
A copy of the Ninth Loan Modification Agreement is available for
free at http://is.gd/USzNW4
About Stereotaxis
Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures. The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.
For the year ended Dec. 31, 2013, Stereotaxis reported a net loss
of $68.75 million on $38.03 million of total revenue as compared
with a net loss of $9.23 million on $46.56 million of total
revenue in 2012.
As of Dec. 31, 2013, the Company had $31.07 million in total
assets, $42.77 million in total liabilities, and a $11.70 million
total stockholders' deficit.
T & H HOLDINGS: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: T & H Holdings, LLC
1254 S. John Young Parkway, Suite C
Kissimmee, FL 34741
Case No.: 14-04004
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Judge: Hon. Cynthia C. Jackson
Debtor's Counsel: Peter N Hill, Esq.
WOLFF HILL MCFARLIN & HERRON PA
1851 West Colonial Drive
Orlando, FL 32804
Tel: 407-648-0058
Fax: 407-648-0681
Email: phill@whmh.com
Total Assets: $74
Total Liabilities: $1.26 million
The petition was signed by Thomas E. Chalifoux, Jr., manager.
The Debtor listed Branch Banking and Trust Co. as its largest
unsecured creditor holding a bank loan claim of $1.24 million.
TASC INC: S&P Lowers Rating to 'B' on Expected Continued Declines
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Chantilly, Va.-based TASC Inc. to 'B' from 'B+'. The outlook is
stable.
At the same time, S&P lowered its issue-level rating on the
company's $700 million senior secured credit facilities, which
consist of a $50 million revolving credit facility due September
2017 and a $650 million term loan due December 2017, to 'B' from
'BB-'. S&P revised the recovery rating to '3' from '2'. The '3'
recovery rating indicates S&P's expectation for meaningful (50%-
70%) recovery in the event of a payment default.
S&P's ratings are based on preliminary documentation and are
subject to review of final documents.
"The downgrade to 'B' reflects our view that TASC's revenue
decline will continue over the next 12 months, reflecting the loss
of two major contracts in the first half of 2013 and the continued
obstacles from government budget pressures, which we expect to
hamper contract value and profitability over the intermediate
term," said Standard & Poor's credit analyst David Tsui.
S&P has revised its comparative rating modifier to neutral from
favorable, resulting in its 'B' corporate credit rating for the
company. TASC is seeking to extend the maturity on its existing
revolver and term loan by two years and also amend the financial
covenants to allow for additional operating and financial
flexibility.
The rating on TASC reflects the company's "fair" business risk
profile, incorporating the company's focus on intelligence sector
contracts, which are usually forged with long-term industry
partners and are generally competed for on value, rather than
price, and its diversified contract and task orders from different
U.S. federal and civil government agencies. Still, the company
faces difficulties from the continued government budget pressure
over the intermediate term, and competes against much larger
players with greater financial resources and broader technical
capabilities. S&P views the company's financial risk profile as
"highly leveraged," reflecting its expectation that the company's
debt-to-EBITDA ratio will increase to the mid-6x area, from the 5x
area currently, primarily due to the loss of two large contracts
in the first half of 2013 and to the program contractions and
pricing pressure that are prevalent in today's government
contracting environment. S&P views the industry risk as
"intermediate" and the country risk as "very low". S&P's
assessment of the company's management and governance is "fair".
The stable outlook reflects the company's long-term customer
relationships, strong backlog, and S&P's expectation that TASC
will continue to deploy FOCF to repay debt over the near term.
S&P could lower the rating if increased competition or the
currently weak business environment leads to further contract
losses, causing sustained deterioration in the company's adjusted
EBITDA margin by 1%, or to the low-8% area, and its leverage to
remain at or above the 7x area.
S&P would consider an upgrade to 'B+' if the company is able to
win new businesses and generate higher revenue from its existing
customer base, such that its EBITDA base improves, leading to
debt-to-EBITDA ratio remaining at or below the mid-5x area.
TIME INC: Moody's Assigns 'B3' Corp Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned Time Inc. a Ba3 Corporate
Family Rating and a Ba3-PD Probability of Default Rating. Moody's
also assigned Ba1 to the company's proposed credit facilities,
consisting of a $500 million senior secured revolver and a $900
million senior secured term loan, and assigned B1 to the proposed
$500 million unsecured senior notes. Proceeds from the senior
secured term loan, the senior unsecured notes and roughly $35
million of cash are expected to fund roughly $1.4 billion of
transactions in conjunction with the spin-off including the
purchase of U.K. publishing operations from Time Warner Inc., a
special dividend to the parent, plus transaction related fees and
expenses. Moody's assigned an SGL -- 1 Speculative Grade Liquidity
Rating and the rating outlook is stable.
Assigned:
Issuer: Time Inc.
Corporate Family Rating (CFR): Assigned Ba3
Probability of Default Rating (PDR): Assigned Ba3-PD
Speculative Grade Liquidity (SGL) Rating: SGL -- 1
$500 million 1st Lien Sr Secured Revolver: Assigned Ba1, LGD2 --
25%
$900 million 1st Lien Sr Secured Term Loan: Assigned Ba1, LGD2 --
25%
$500 million Sr Unsecured Notes: Assigned B1, LGD5 -- 80%
Outlook Actions:
Issuer: Time Inc.
Outlook is Stable
Ratings Rationale
Time's Ba3 corporate family rating reflects the company's
moderately high debt-to-EBITDA of approximately 3.0x estimated at
closing sometime before the end of June 2014 (including Moody's
standard adjustments, pro forma for the spin-off) and a minimum of
high single-digit percentage free cash flow-to-debt over the next
12 months under certain scenarios. Ratings incorporate persistent
declines in circulation of the company's print-based celebrity,
news, and sports magazines, lower demand for print advertising
reflecting fragmentation across digital platforms including
mobile, tablets, video and social media, as well as competition
from established rivals. Moody's believes these factors are likely
to require the company to continue reducing costs tied to
traditional magazine publishing operations to maintain EBITDA
margins and keep leverage within the company's 2.0x to 2.5x target
for reported net leverage. Ratings are supported by the company's
large scale as the #1 magazine publisher in the U.S. based on ad
revenue and readership. The majority of Time's leading brands
including People, InStyle, and Real Simple target female readers
across celebrity, fashion and lifestyle titles. Moody's believes
these brands will continue to be in demand from deep-pocketed
advertisers including beauty suppliers, fashion labels and
retailers who target this demographic. The audience for Sports
Illustrated and Time is increasingly fragmented by traditional
non-print and digital media which pressures their revenue and
EBITDA contributions despite their leading positions in the sports
and news categories. Moody's expects that post spin-off, Time will
invest a good portion of free cash flow to fund growth strategies
to exploit its iconic brands and expand beyond traditional
publishing businesses. In contrast, free cash flow from Time prior
to the spin-off was directed to its parent company, Time Warner
Inc., generally for investment in non-publishing businesses and
for returns to its shareholders. Moody's believes new management
has good experience in publishing and media and will be successful
in its efforts to grow non-print revenue streams to help offset
the persistent decline in print ad demand. Initial growth
strategies come with less risk as they represent brand extensions
or adjacencies with non-print offerings, such as video, loyalty
plans, and e-commerce which complement traditional advertising
strategies. Ratings could be pressured to the extent there are
delays in realizing cash flow benefits from these investments or
if there is an acceleration in the decline of print ad demand or
circulation revenue that cannot be readily offset by contributions
from new offerings and could require significant or more immediate
cost reductions. Moody's expects the company will maintain very
good liquidity with more than $125 million of balance sheet cash
and a largely undrawn revolver.
The stable rating outlook incorporates Moody's expectation for
continued mid to high single digit percentage declines in print
advertising and circulation revenue reflecting the shift to
digital media consumption and online advertising platforms. The
outlook reflects our belief that the U.S. economy will continue
growing modestly and Time will manage its cost structure to
maintain EBITDA margins while funding initiatives to enhance non-
print revenue streams that exploit its leading brands. The outlook
also reflects our expectation that Time will maintain very good
liquidity and that management will reduce debt balances with
excess cash if needed to keep leverage in line with its Ba3
rating. The outlook allows for an acceptable level of shareholder
distributions from a portion of free cash flow, but it does not
include significant debt financed acquisitions or leveraging
transactions. Ratings could be downgraded if debt-to-EBITDA is
sustained above 3.75x (including Moody's standard adjustments) due
to greater than expected declines in print advertising demand or
circulation, debt-financed acquisitions, or delays in realizing
cash flow benefits from investments in new revenue streams.
Ratings could also be downgraded if liquidity deteriorates with
free cash flow-to-debt declining below the mid single digit
percentage range, cash balances falling below expected levels, or
decreasing availability under the revolver. Ratings could be
upgraded if improving advertising demand or success in growing
digital, video, or e-commerce revenue results in consistent
overall top line and EBITDA growth with debt-to-EBITDA being
sustained comfortably below 2.75x (including Moody's standard
adjustments) and free cash flow-to-debt ratios in the low double
digit percentage range. Time would need to maintain very good
liquidity including comfortable levels of balance sheet cash, good
revolver availability, and a meaningful cushion under the
revolver's secured net leverage test. Management would also need
to maintain a commitment to financial policies consistent with the
higher rating.
The principal methodology used in this rating was the Global
Publishing Industry Methodology 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.
Headquartered in New York, NY, and founded in 1922, Time Inc. is
the largest magazine publisher in the U.S. based on print
advertising revenue and the largest magazine publisher in the U.K.
based on print newsstand revenue. The company publishes 23
magazines in print in the U.S. including People, Sports
Illustrated, and Time and over 70 magazines outside the U.S.,
primarily in the U.K. and Mexico. In addition, Time operates over
45 websites including People.com, SI.com and Time.com. A
significant majority of revenue is generated in the U.S. with
roughly half of total revenue from the sale of advertising,
primarily from print magazines, and one-third from circulation.
The company plans to complete its spin-off from Time Warner Inc.
in a tax free transaction with the wide base of Time Warner Inc.
shareholders receiving proportionate ownership interests in Time.
The company generated $3.4 billion of revenue for the 12 months
ended December 31, 2013.
TIME INC: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York City-based
magazine publisher Time Inc. a 'BB' corporate credit rating. The
rating outlook is stable.
At the same time, S&P assigned the company's $1.4 billion senior
secured credit facilities our 'BBB-' issue-level rating (two
notches higher than the 'BB' corporate credit rating on the
company), with a recovery rating of '1', indicating S&P's
expectation for very high (90% to 100%) recovery for lenders in
the event of a payment default. The senior secured facilities
consist of a $900 million term loan due 2021 and a $500 million
revolving credit due 2019.
In addition, S&P assigned the company's $500 million senior
unsecured notes due 2022 a 'BB' issue-level rating, with a
recovery rating of '4', indicating S&P's expectation for average
(30%-50%) recovery for lenders in the event of a payment default.
The company will use proceeds from the term loan and the senior
unsecured notes to purchase the IPC Media Ltd. U.K. publishing
unit from Time Warner, and pay a special dividend to Time Warner.
The 'BB' corporate credit rating on Time Inc. reflects S&P's
assessment of the business risk profile as "weak" and the
financial risk profile as "intermediate."
S&P views the company's business risk profile as "weak," based on
its criteria, reflecting the migration of advertising and
readership online. S&P believes the industry will continue to
face obstacles to meaningfully increase digital advertising and
circulation revenues to offset declining print advertising and
circulation revenues. Ad revenues represent roughly half of
Time's total revenue versus one-third for circulation, while
digital revenue accounts for a small but growing amount of the
total.
Time Inc. is the largest U.S. and U.K. magazine publisher,
accounting for 23.7% of U.S. print advertising dollars in 2013,
according to the Publishers Information Bureau (PIB). Market
share has gradually increased over the past few years, though the
size of the magazine ad market has shrunk considerably. The
company publishes 23 magazines in the U.S., and the company's
titles rank No. 1 or 2 in advertising revenue share in 15 of the
18 categories in which they compete. The company's largest
magazine in terms of advertising and circulation, "People," has
high margins from its large subscriber base. Subscription
stability relies, to a degree, on modest discounting from the
newsstand cover price. "People" makes an important contribution
to overall EBITDA, and the company increased its newsstand cover
price 25% in March 2014, which should help reduce the double-digit
decline in newsstand revenues in 2013.
TOMSTEN INC: Gets Court Approval to Sell IP Assets to Olsten Group
------------------------------------------------------------------
Tomsten, Inc. received approval from U.S. Bankruptcy Judge Gregory
Kishel to sell its intellectual property assets to a group led by
the company's chief executive officer.
Tomsten CEO Jann Olsten and three other officers of the company,
who offered to purchase the assets for $300,000, emerged as the
winning bidder at an auction held on March 20.
The group beat out a rival bidder Portland Partners, LLC, which
offered to buy the assets for $275,000. The assets will be sold
"free and clear of any and all interests" in those assets.
In case the group fails to complete the purchase, Tomsten will
sell the assets to Portland Partners, which "will enjoy the full
protection" provided to the group by Judge Kishel's order.
Earlier, Daniel McDermott, U.S. trustee for Region 12, appointed
Lucy Thomson, as consumer privacy ombudsman pursuant to the
bankruptcy judge's order.
Judge Kishel ordered the appointment of a consumer privacy
ombudsman to resolve an objection from the U.S. trustee, who
questioned the sale of personal information of Tomsten's
costumers.
The consumer privacy ombudsman was tasked to review the company's
privacy policy, consider potential losses or gains of privacy to
consumers, and consider potential alternatives that could mitigate
privacy losses or costs.
About Tomsten Inc.
Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013. The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing. The Debtor has
tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer
Kirkman McGrath Nauman & Tansey as counsel. Judge Gregory F.
Kishel presides over the case.
Steven M. Rubin and the law firm of Leonard Street and Deinard
serve as the Debtor's corporate counsel. M Squared Group, Inc.,
is the Debtor's marketing consultant while Lighthouse Management
Group, Inc., is the Debtor's financial consultant. Baker Tilly
Virchow Krause, LLP, serve as tax accountant to the Debtor. The
Debtor also hired Quasimodo Advertising to aid in the marketing of
the Debtor's products and services.
The Official Unsecured Creditors' Committee is represented by Jay
Jaffe, Esq., at Faegre Baker Daniels LLP. CBIZ Accounting, Tax
and Advisory of New York, LLC, serves as the Committee's financial
advisor.
TOWN HOME INVESTMENTS: Case Summary & 9 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Town Home Investments LLC
27036 140th Lane SE
Kent, WA 98042
Case No.: 14-12675
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
Western District of Washington (Seattle)
Judge: Hon. Marc Barreca
Debtor's Counsel: Jeffrey B Wells, Esq.
ATTORNEY AT LAW
500 Union St Ste 502
Seattle, WA 98101
Tel: 206-624-0088
Email: paralegal@wellsandjarvis.com
Total Assets: $1.75 million
Total Liabilities: $1.38 million
The petition was signed by Lawrence Snider, managing member.
A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/wawb14-12675.pdf
TTAC INC: Case Summary & Largest Unsecured Creditors
----------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
TTAC, Inc. 14-40765
2909 Fallon Drive
Sherman, TX 75090
Save Phace, Inc. 14-40766
2909 Fallon Drive
Sherman, TX 75090
JSAJ, LLC 14-40767
2909 Fallon Drive
Sherman, TX 75090
Chapter 11 Petition Date: April 8, 2014
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Judge: Hon. Brenda T. Rhoades
Debtors' Counsel: E. P. Keiffer, Esq.
WRIGHT GINSBERG BRUSILOW PC
Republic Center, Suite 4150
325 North St. Paul Street
Dallas, TX 75201
Tel: 214-651-6517
Fax: (214) 744-2615
Email: pkeiffer@wgblawfirm.com
- and -
Shane Austin Lynch, Esq.
WRIGHT GINSBERG BRUSILOW P.C.
325 N. St. Paul Street, Suite 4150
Dallas, TX 75201
Tel: 214-651-6516
Fax: 214-744-2615
Email: slynch@wgblawfirm.com
Estimated Estimated
Assets Debts
---------- ----------
TTAC, Inc. $1MM-$10MM $1MM-$10MM
Save Phace $1MM-$10MM $1MM-$10MM
JSAJ, LLC $100K-$500K $1MM-$10MM
The petitions were signed by Jerry Wright, CEO/president of TTAC,
Inc.
A list of TTAC, Inc.'s three largest unsecured creditors is
available for free at http://bankrupt.com/misc/txeb14-40765.pdf
A list of Save Phace's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb14-40766.pdf
JSAJ, LLC, listed Gregory S. Menta as its largest unsecured
creditor holding an arbitration award claim of $1.55 million.
TTC PLAZA: Trial on Insolvency Issue Set for April 17
-----------------------------------------------------
Bankruptcy Judge Marvin Isgur denied Chung Hua Wu et al.'s motion
for summary judgment as to the claims under Tex. Bus. & Comm.
Code, Sec. 24.005(a)(2)(A) and Sec. 24.006(a) filed by Randy W.
Williams, the Chapter 7 trustee for TTC Plaza Limited Partnership.
Chapter 7 Trustee Randy Williams filed an amended complaint,
seeking to recover certain transfers made by TTC Plaza against
Chung Hua Wu, United Wu, LP, Mundo Mex, Inc., Mohamed A. Sohani,
and Harwin Bintliff Center, Inc., Barney River Investments, Inc.,
Hussainali Ali, Zubee 786 Investment, Inc., and Zubeda Ali.
The Court will conduct a trial on the issue of insolvency on
April 17, 2014 at 9:00 a.m. The Court said a genuine issue of
material facts as to whether TTC was balance sheet insolvent as of
April 15, 2009. Moreover, proper valuations for five assets are
fact issues for trial.
The case is, RANDY W. WILLIAMS Plaintiff(s), v. CHUNG HUA WU, et
al Defendant(s), Adv. Proc. No. 13-03261 (Bankr. S.D. Tex.). A
copy of the Court's April 2, 2014 Memorandum Opinion is available
at http://is.gd/viLEZefrom Leagle.com.
TTC Plaza L.P. filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-38381) on Oct. 3, 2011, before Judge Marvin Isgur.
Jack Nicholas Fuerst, Esq., in Houston, Texas, represents the
Debtor. The Debtor scheduled assets of $12,016,768 and
liabilities of $5,312,263. The petition was signed by William Wu,
managing partner.
The Troubled Company Reporter on May 11, 2012, reported that Judge
Isgur ordered the conversion of the Chapter 11 case to one under
Chapter 7.
UNITEK GLOBAL: Incurs $52 Million Net Loss in 2013
--------------------------------------------------
UniTek Global Services, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $52.07 million on $471.93 million of revenues for
the year ended Dec. 31, 2013, as compared with a net loss of
$77.73 million on $437.59 million of revenues in 2012.
The Company reported a net loss of $25.38 million on $106.87
million of revenues for the three months ended Dec. 31, 2013, as
compared with a net loss of $22.64 million on $120.92 million of
revenues for the same period in 2012.
The Company's balance sheet at Dec. 31, 2013, showed $270.54
million in total assets, $259.08 million in total liabilities and
$11.45 million in total stockholders' equity.
"We believe we have made significant strides in 2013 to strengthen
our organization and enhance our customer value proposition," said
Rocky Romanella, chief executive officer. "UniTek navigated a
challenging period last year, but our entire team came together
under one vision and addressed the issues with true determination.
As a result, we have strengthened our underlying processes, making
us a more nimble and efficient company. I look forward to the
opportunities that lie ahead for our employees and our Company as
we tackle the next phase of our development.
"We have made a concerted effort to deepen our operational
expertise and establish a specialized sales force that is
strategically aligned with our vision and plan. We continue to
emphasize our cultural values of integrity, honesty, service and
safety excellence," continued Mr. Romanella.
Bankruptcy Warning
"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral. As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the Annual Report.
A copy of the Form 10-K is available for free at:
http://is.gd/ZQK5qG
About UniTek Global Services
UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.
* * *
In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively. The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.
As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'. "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.
UNITED BANCSHARES: Incurs $668,800 Net Loss in 2013
---------------------------------------------------
United Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $668,898 on $2.89 million of total interest income
for the year ended Dec. 31, 2013, as compared with a net loss of
$1.01 million on $3.08 million of total interest income in 2012.
As of Dec. 31, 2013, the Company had $60.75 million in total
assets, $57.54 million in total liabilities and $3.20 million in
total shareholders' equity.
McGladrey LLP, in Blue Bell, Pennsylvania, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's regulatory capital amounts and ratios are below
the required levels stipulated with Consent Orders between the
Company and its regulators under the regulatory framework for
prompt corrective action. Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Company. These matters raise
substantial doubt about the ability of the Company to continue as
a going concern.
A copy of the Form 10-K is available for free at:
http://is.gd/CPilQm
About United Bancshares
Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.
VAUGHAN CO: Trustee Wins Partial Judgment in Suit v. Shydohub
-------------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz granted, in part, and denied,
in part, the Motion for Partial Summary Judgment as to the Timing
and Amount of Transfers filed by Judith Wagner, Chapter 11 Trustee
of the bankruptcy estate of the Vaughan Company Realtors, in her
lawsuit captioned as JUDITH A. WAGNER, Chapter 11 Trustee Of the
bankruptcy estate of the Vaughan Company, Realtors, Plaintiff, v.
LUANN SHYDOHUB, Defendant, Adv. Proc. No. 12-1028 (Bankr. D.N.M.).
The Trustee seeks judgment on her claims against LuAnn Shydohub
under 11 U.S.C. Sec. 548 and New Mexico's version of the Uniform
Fraudulent Transfer Act, N.M.S.A. 1978 Sec. 56-10-18(A).
Ms. Shydohub invested a total of $47,975 in Vaughan Company
Realtors' promissory note program. From 2002 through Feb. 22,
2010, she received at least $68,524.73 from VCR.
A copy of the Court's April 4, 2014 Memorandum Opinion is
available at http://is.gd/Amz2bHfrom Leagle.com.
About The Vaughan Company Realtors
The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759). George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million. Judith A. Wagner was appointed as Chapter 11
Trustee.
Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010. The case was converted to a
chapter 7 proceeding on May 20, 2010. Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.
VECTOR GROUP: $150MM Add-on Notes No Impact on Moody's B2 CFR
-------------------------------------------------------------
Moody's Investors Service announced that Vector Group Ltd.'s $150
million add-on to its $450 million 7.75% Senior Secured Notes does
not impact the company's B2 Corporate Family Rating, the Senior
Secured Notes' Ba3 rating , B2-PD Probability of Default Rating or
stable outlook. Additionally, the company's Speculative Grade
Liquidity Rating of SGL-2 remains unchanged as the increased
interest expense as a result of the add-on notes is not
sufficiently material to impact Vector's overall liquidity
profile. "Though leverage will increase temporarily, we expect
credit metrics to improve, as it is likely Vector's convertible
notes due in November 2014 will convert," said Nancy Meadows,
Moody's Vice President and Senior Analyst.
Rating Rationale
Vector's B2 Corporate Family Rating ("CFR") reflects its
relatively small scale and limited pricing flexibility as a deep
discount manufacturer in the highly regulated and declining
domestic cigarette industry. The ratings are also constrained by
Vector's negative free cash flow and the ongoing threat of adverse
tobacco litigation. Vector's ratings are supported by its
sustainable Master Settlement Agreement (MSA) cost advantage, its
track record of gaining share in the retail distribution channel,
its recent comprehensive settlement resolving substantially all of
the individual Engle progeny tobacco litigation cases pending in
Florida, and good profitability metrics. Vector's real estate
investments are conservatively managed and provide an additional,
albeit potentially volatile, source of earnings diversification
and cash flow with modest capital requirements. The company's
increasing reliance on payments from its various non-guarantor and
unrestricted real estate investments is a growing risk given the
increased leverage at the holding company to fund real estate
investments. Vector's ratings are also supported by a good
liquidity profile but are highly reliant on maintaining
significant cash balances to offset its very high dividend
payments and negative free cash flow of the consolidated entity.
The stable outlook for Vector reflects that, despite the holding
company's relatively high leverage, Moody's expects the company to
generate strong cash flow from operations and from investments,
maintain high cash balances and continue to prudently manage its
real estate portfolio.
Any unexpected material increase in litigation risk or decline in
free cash flow could result in a ratings downgrade. Vector's
ratings could also be downgraded if pricing flexibility trends,
anti-tobacco legislation or growth prospects for the discount
cigarette industry are adversely impacted. Specifically, if EBITA
margins fall below 20% or debt-to-EBITDA sustained above 5.0
times, ratings could be downgraded.
To upgrade Vector's ratings, litigation risk would need to
diminish and the company's profitability and credit metrics would
need to improve with no adverse impact on volume growth and/or
market share. An upgrade would require EBITA margins to be
sustained above 30%, debt-to- EBITDA to remain below 4.0 times and
sustained positive free cash flow after dividends.
WILDHORSE RESOURCES: S&P Affirms 'B' Rating; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on Houston-based exploration and production company
WildHorse Resources LLC's second-lien term loan to '3', indicating
the expectation of meaningful (50% to 70%) recovery in the event
of a payment default, from '4'. S&P affirmed its 'B' issue-level
rating on the loan. S&P's corporate credit rating on WildHorse
remains unchanged. The outlook is stable.
The revised recovery ratings reflect an updated, higher, PV-10
valuation of WildHorse's reserves at year-end 2013 and S&P's
expectation that the company maintains commitments under its
revolving credit facility at $315 million. The ratings on
WildHorse continue to reflect the company's participation in the
volatile and capital-intensive oil and gas exploration and
production (E&P) industry and its relatively small and
geographically concentrated reserve base. S&P's ratings also
reflect WildHorse's favorable cost structure and moderate
leverage.
"The stable outlook reflects our expectation that WildHorse will
maintain total adjusted debt to EBITDA below 4x while maintaining
adequate liquidity," said Standard & Poor's credit analyst
Christine Besset.
S&P will consider a downgrade if leverage exceeds 5x, leading to a
reassessment of the company's financial policy. This would most
likely occur if the company incurs debt to finance distributions
to its shareholders, higher-than-anticipated capital spending, or
acquisitions.
S&P believes an upgrade is unlikely within the next year given the
company's projected reserve base profile. Nevertheless, S&P would
consider an upgrade in the medium term if the company grows
reserves meaningfully while increasing the percentage of proved
developed reserves and keeping leverage lower than 4x.
WOLF MOUNTAIN: US Trustee Forms Three-Member Creditor's Panel
-------------------------------------------------------------
The U.S. Trustee for Region 19 has selected three creditors to the
Official Committee of Unsecured Creditors for the Chapter 11 case
of Wolf Mountain Products LLC.
The members of the Committee are:
1) Power Motive Corporation
Tony Suits, Retail Finance Mgr.
5000 Vasquez Blvd.
Denver, CO 80216
Tel: (303) 355-5900 ext. 1117
Fax: (303) 377-1554
Email: tsuits@powermotivecorp.com
Attorneys for Power Motive Corporation:
Daniel B. Blum
2919 Valmont Rd., Suite 209
Boulder, CO 80301
Tel: (303) 449-2181
Fax: (303) 449-2186
Email: blumdanielb@qwestoffice.net
Lee Rudd
P.O. Box 57782
Salt Lake City, UT 84157
Tel: (801) 268-2808
Email: leerudd@ruddlaw.com
2) Southern California Landscape Supply
Attn: Melinda Fuentes
17520 Bridge St.
Moreno Valley, CA 92555
Tel: (951) 378-8740
Fax: (951) 492-0811
Email: melindafuentes27@aol.com
3) Lambert Peat Moss
Attn: Marie Boucher
106 Chemin Lambert
Riviere-Ouelle,QC
Canada GOL 2CO
Tel: (418) 852-2885
Fax: (418) 852-3352
Email: marieb@lambertpeatmoss.com
Wolf Mountain Products, L.L.C., filed a Chapter 11 petition
(Bankr. D. Utah Case No. 13-33869) in Salt Lake City on Dec. 12,
2013. Bryce J. Burns signed the petition as manager.
The Orem, Utah-based company estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities. Anna W.
Drake, Esq., at the law firm of Anna W. Drake, P.C., in Salt Lake
City, serves as the Debtor's counsel. Judge Joel T. Marker
presides over the case.
WOLF MOUNTAIN: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Wolf Mountain Products LLC filed its schedules of assets and
liabilities, and statement of financial affairs with the U.S.
Bankruptcy Court for the District of Utah, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $15,200,000
B. Personal Property $25,466,583
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $3,400,076
E. Creditors Holding
Unsecured Priority
Claims $121,300
F. Creditors Holding
Unsecured Non-priority
Claims $2,105,972
------------ ------------
TOTAL $40,666,583 $5,627,349
A copy of the Debtor's schedules and statements is available for
free at http://is.gd/Vfy6AV
Wolf Mountain Products, L.L.C., filed a Chapter 11 petition
(Bankr. D. Utah Case No. 13-33869) in Salt Lake City on Dec. 12,
2013. Bryce J. Burns signed the petition as manager.
The Orem, Utah-based company estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities. Anna W.
Drake, Esq., at the law firm of Anna W. Drake, P.C., in Salt Lake
City, serves as the Debtor's counsel. Judge Joel T. Marker
presides over the case.
ZALE CORP: HSR Act Waiting Period Expires
-----------------------------------------
The expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, in connection with
the previously announced proposed acquisition of Zale Corporation
by Signet Jewelers Limited.
The expiration of the HSR Act waiting period satisfies one of the
conditions to the closing of the proposed acquisition, which
remains subject to approval by Zale's stockholders and certain
other customary closing conditions.
On Feb. 19, 2014, the Company announced that it had entered into a
definitive merger agreement with Signet Jewelers.
Theo Killion, chief executive officer of Zale Corporation sent a
letter to Zale's employees on April 7, 2014.
"I am pleased to inform you that we have achieved an important
milestone toward the closing of the transaction - expiration of
the waiting period under applicable antitrust laws," Mr. Killion
said.
"We anticipate that the transaction will close later in 2014.
Please keep in mind that the Signet and Zale business relationship
has not changed and until the closing, Signet and Zale remain
independent companies," he added.
About Signet
Signet Jewelers Limited is the largest specialty jewelry retailer
in the US and UK. Signet's US division operates over 1,400 stores
in all 50 states primarily under the name brands of Kay Jewelers
and Jared The Galleria Of Jewelry. Signet's UK division operates
approximately 500 stores primarily under the name brands of
H.Samuel and Ernest Jones. Further information of Signet is
available at www.signetjewelers.com. See also www.kay.com,
www.jared.com, www.hsamuel.co.uk and www.ernestjones.co.uk.
About Zale Corporation
Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/
Zale Corp reported a net loss of $27.30 million for the three
months ended Oct. 31, 2013. Zale Corp disclosed net earnings of
$10.01 million for the year ended July 31, 2013, as compared with
a net loss of $27.31 million for the year ended July 31, 2012.
The Company incurred a net loss of $112.30 million for the year
ended July 31, 2011 and a net loss of $93.67 million for the year
ended July 31, 2010.
As of Oct. 31, 2013, Zale Corporation had $1.31 billion in total
assets, $1.16 billion in total liabilities and $152.95 million in
total stockholders' investment.
ZOGENIX INC: Seeks TRO on Ban of Zohydro Capsules
-------------------------------------------------
Zogenix, Inc., filed a lawsuit in the U.S. District Court in
Massachusetts requesting the court to grant a temporary
restraining order against execution of the executive order
recently announced by Governor Deval Patrick of the Commonwealth
of Massachusetts, which prohibits the prescribing and dispensing
of the Company's prescription pain product, ZohydroTM ER
(hydrocodone bitartrate) extended-release capsules, that was
approved by the U.S. Food and Drug Administration. The lawsuit
argues that the executive order is in direct conflict with the
authority of the FDA to determine on behalf of the public whether
a drug is safe and effective, and to impose the measures necessary
to ensure that the drug will be used safely and appropriately.
About Zogenix Inc.
Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.
Zogenix incurred a net loss of $80.85 million on $33.01 million of
total revenue for the year ended Dec. 31, 2013, as compared with a
net loss of $47.38 million on $44.32 million of total revenue for
the year ended Dec. 31, 2012.
The Company's balance sheet at Dec. 31, 2013, showed $112.50
million in total assets, $94.07 million in total liabilities and
$18.42 million in total stockholders' equity.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.
* Joseph Miller III Joins Hilco Global as EVP-Business Development
------------------------------------------------------------------
Hilco Global on April 8 disclosed that it has hired Joseph (Joe)
Miller as its newest Executive Vice President of business
development. Mr. Miller joins Hilco Global having worked most
recently at Lazard where he served as a Director in the Financial
Restructuring Group over the past 10 years. Prior to joining
Lazard in 2003, Mr. Miller was an associate in the Corporate
Restructuring practice group at Skadden, Arps, with a focus on
Chapter 11 and out-of-court restructurings, mergers and
acquisitions, and corporate lending.
Joe Miller is the second senior management executive that Hilco
Global has hired over the past 5 weeks, having recently added
internationally recognized bankruptcy and restructuring attorney
Jack Butler who is expected to begin on May 1, 2014. At one time,
Miller and Butler worked together at Skadden in the restructuring
practice group.
At Hilco Global Mr. Miller will leverage his extensive experience
representing companies, capital providers, investors and other
constituents as part of Hilco's continued strategic growth plan
around the world. Jeffrey B. Hecktman, CEO of Hilco Global said,
"Joe Miller's experience in complex M&A, Restructuring and
Financing transactions across a wide range of industries makes him
a great fit at Hilco Global. He has the skill set, the talent and
the hands on experience to take advantage of all that Hilco Global
has to offer our current and future clients."
Mr. Miller said, "It's an exciting time to join Hilco Global and
I'm looking forward to working with such an impressive team of
talented executives who know what it takes to exceed client
expectations in every transaction."
Mr. Miller is a member of the American Bankruptcy Institute (ABI)
and Turnaround Management Association (TMA) professional
organizations and frequent lecturer on restructuring topics.
Mr. Miller earned his MBA and JD degrees from Emory University in
1997. Mr. Miller graduated Phi Beta Kappa from the University
North Carolina at Chapel Hill with distinction, and with a major
in Political Science and a minor in Business Administration.
About Hilco Global
Northbrook, Illinois based Hilco Global --
http://www.hilcoglobal.com-- is an independent and diversified
financial services company and the world's preeminent authority on
maximizing the value of assets for both healthy and distressed
companies. Hilco Global operates as the holding company comprised
of twenty specialized business units that work to help companies
understand the value of their assets and then monetize that value.
Often, Hilco Global acts as an advisor to provide consultative
services in all aspects of the asset management process. For
over 28 years, acting as a principal or agent, Hilco Global has a
successful track record of delivering the best possible result by
aligning interests with clients and providing them strategic
insight, advice, and, in many instances, the capital required to
complete the deal.
* Akerman Adds Lawyers in Real Estate & Financial Services Sectors
------------------------------------------------------------------
Akerman LLP, a top 100 U.S. law firm serving clients across the
Americas, on April 8 welcomed a team of five lawyers who
complement the firm's core strengths in the real estate and
financial services industries. The new lawyers include partners
Joseph Rebak, Brian Tague, Bryan West, and Maria Priovolos
Gonzalez, as well as associate Lorayane Perez. They join
Akerman's Miami office from Tew Cardenas LLP. Collectively they
strengthen the work of Akerman's trial and transaction teams and
expand the firm's reach in Latin America.
"We are pleased to welcome our new colleagues to Akerman," said
James Miller, chair of Akerman's Litigation Practice Group. "This
group includes lawyers with practices that mirror Akerman's core
strengths in the real estate industry as well as in corporate and
financial litigation, and Latin American disputes."
"The blend of their experience will enhance our ability to serve
investors and REITs, as well as lenders, developers, and other
real estate interests involved in complex financial transactions
and large-scale development projects," said Richard Bezold, chair
of Akerman's Real Estate Practice Group.
Mr. Rebak has more than 30 years of experience in complex
commercial litigation. He frequently represents developers,
investors, and property owners in all aspects of commercial
disputes, including contracts, business torts, real estate,
fiduciary duty, fraud, class action and unfair competition claims.
He also has experience in professional liability defense in
assertions of malpractice. He joins as a member of Akerman's
Litigation Practice Group.
Mr. Tague focuses his practice primarily on complex real estate
transactions. He has more than 30 years of experience with
acquisitions, sales, debt and equity financing and restructuring,
and joint ventures of office, multifamily, retail, and condominium
properties. Mr. Tague represents prominent investors and REITs,
as well as lenders, developers, and other industry stakeholders
throughout the U.S. He joins as a member of Akerman's Real Estate
Practice Group.
Mr. West brings experience in international litigation and
arbitration, with a focus on disputes arising from cross border
business transactions. Mr. West has litigated and arbitrated (in
both English and Spanish) numerous multi-million dollar matters
involving various countries in Latin America and the Caribbean,
including Argentina, Colombia, Costa Rica, the Dominican Republic,
Ecuador, Honduras, and Venezuela. He joins as a member of
Akerman's Latin America & the Caribbean Practice.
Ms. Gonzalez focuses her practice on complex commercial
litigation. She has litigated corporate and commercial matters in
federal and state courts, focusing primarily on class actions,
contract related litigation, legal and accounting malpractice,
fraud related litigation, bankruptcy litigation, land use
litigation, real estate litigation, director and officer liability
litigation, and receiverships.
Ms. Perez also will bring commercial litigation focus to the firm.
She has experience in trust and estates, labor and employment,
defense of securities investigations before the SEC, eminent
domain, among other areas.
About Akerman LLP
Akerman LLP -- http://www.akerman.com-- is a transactions and
trial law firm known for its core strengths in middle market M &A,
within the financial services and real estate industries, and for
a diverse Latin America practice. With more than 600 lawyers and
government affairs professionals and a network of 20 offices, it
is ranked among the top 100 law firms in the United States by The
National Law Journal NLJ 350 (2013). Akerman also is ranked among
the top 50 law firms for diversity in The American Lawyer's
Diversity Scorecard (2013).
* McGlinchey Stafford Adds Four New Attorneys in Florida
--------------------------------------------------------
McGlinchey Stafford on April 8 disclosed that four new Associate
attorneys have joined the Commercial Litigation section in the
firm's two Florida offices. Ralph Confreda and Matthew Leider
have joined the Fort Lauderdale office, and Robin Rogers and
Josh Stemle have joined the Jacksonville office. McGlinchey
Stafford now has 27 lawyers based in Florida, and more than 180
nationwide.
The national law firm with offices in seven states has experienced
steady growth in its two Florida offices since the firm first
entered the Florida market in 2010. While the firm's initial
expansion into Florida was driven by needs of clients in the
financial services industry, McGlinchey Stafford now serves
clients in the state across multiple industries.
"McGlinchey Stafford's approach to growth is based upon what our
clients need, and we are confident that the addition of these four
attorneys will bolster the level of service we provide to our
clients in Florida," said Anthony Rollo, national head of
McGlinchey Stafford's Commercial Litigation practice group.
"We're very fortunate to be able to welcome these talented
litigators to our firm," said Mark New , head of McGlinchey
Stafford's Florida offices. "The experience and skills these new
attorneys bring will help us successfully meet the expanding
requirements of our clients, and strengthen our overall commercial
litigation team in Florida."
About the Attorneys
Ralph Confreda has joined the firm as an Associate in the Fort
Lauderdale office. Mr. Confreda focuses on matters involving
general commercial litigation, contested mortgage foreclosure
litigation, real estate litigation and title issues. Mr. Confreda
received his J.D. from Florida International University College of
Law in 2010 and his B.B.A. from the University of Miami in 2007.
Matthew Leider has joined the firm's Fort Lauderdale office as an
Associate handling commercial litigation and consumer financial
services litigation. Mr. Leider has experience handling matters
involving creditors' rights, real estate and title issues, and
contested mortgage foreclosures. Mr. Leider received his J.D.
from Nova Southeastern University Shepard Broad Law Center in 2010
and his B.A. from the University of Central Florida in 2006.
Robin Rogers has joined the firm as an Associate in the
Jacksonville office. Ms. Rogers' practice includes real estate
litigation, contested mortgage foreclosure litigation, RESPA, TILA
and FDCPA violations, and other consumer financial services
litigation. She received her J.D. from Florida Coastal School of
Law in 2011 and her B.A. from the University of North Florida in
2008 (cum laude).
Josh Stemle has joined the Jacksonville office as an Associate.
Josh primarily handles real estate litigation, bankruptcy
litigation, contested mortgage foreclosure litigation, and other
general commercial litigation. Mr. Stemle also has experience
handling commercial transactions and other real estate matters.
He received his J.D. from Thomas Goode Jones School of Law in 2010
and his B.A. from Auburn University in 2006 (cum laude).
In addition to its offices in Fort Lauderdale and Jacksonville,
Florida, McGlinchey Stafford has locations in Irvine, CA; Baton
Rouge and New Orleans, LA; Jackson, MS; Albany and New York, NY;
Cleveland, OH; and Dallas and Houston, TX.
About McGlinchey Stafford
McGlinchey Stafford -- http://www.mcglinchey.com-- is a full-
service law firm providing counsel to business clients nationwide.
Guiding clients wherever business and law intersect, McGlinchey
Stafford attorneys are based in eleven offices in California,
Florida, Louisiana, Mississippi, New York, Ohio and Texas.
* Two FSG Professionals Join The Claro Group
--------------------------------------------
The Claro Group (Claro), a financial advisory and management
consulting firm, on April 8 announced a major expansion of its
litigation consulting and expert testimony team through a
strategic alliance with Finance Scholars Group (FSG), a national
economic consultancy known for providing high-quality expert
services in litigation matters. The alliance with FSG will
enhance Claro's ability to serve its law firm and corporate
clients by offering them access to FSG's world-class network of
academic and recognized experts. Claro will combine the in-depth
knowledge of its highly skilled staff with the roster of
recognized thought leaders and prominent experts in their fields,
who will be available as valuable resources to support specific
litigation cases. The extensive network spans a diverse range of
academic and professional specialties, including economics,
finance, valuation, marketing and intellectual property.
As part of the Claro/FSG alliance, professionals from FSG's Austin
office, led by FSG's President, Jeffrey Andrien, and Principal,
Prateek Shah, have joined the Claro Group as full-time employees.
Mr. Andrien is a seasoned litigation consultant and acknowledged
expert witness, specializing in economic and financial analysis of
antitrust, intellectual property, securities, and commercial
damages matters. He is also highly skilled in assisting clients
with matters involving valuations, bankruptcy, fraud and breach of
contract. Mr. Shah, a certified public accountant, brings
significant experience managing large consulting engagements and
testifying to lost profit and commercial damages analyses.
George Hansen, Managing Director of Disputes, Claims &
Investigations, The Claro Group, said: "We are excited about the
alliance with FSG and we are delighted to welcome Jeff, Prateek
and members of their team to Claro. Their litigation consulting
and expert testimony experience is the perfect complement to our
existing services in this area and will enhance our offering. We
share complementary expertise and skills with FSG, so this
strategic alliance creates a compelling opportunity for our
clients to benefit from a unique level of intellectual capital and
insight from renowned subject-matter experts, via the academic and
professional network that Jeff, Prateek and others at FSG have
built."
Jeffrey Andrien, Managing Director, The Claro Group, commented:
"We are incredibly excited to join the Claro team. Like FSG,
Claro has a reputation for delivering the highest quality
consulting and dispute-related services for clients, with clarity
and integrity. Combining the significant talents and service
offerings of the two firms provides our clients with unparalleled
access to world-class thought leadership and consulting expertise
across a broad array of subject matters."
To learn more about The Claro Group's capabilities or to explore
our new network of academic and professional affiliates, visit our
website at:
Claro Disputes, Claims & Investigations Practice
www.theclarogroup.com
www.fsgexperts.com
About The Claro Group
The Claro Group, LLC is a privately owned management consulting
firm with offices in Chicago, Houston, Los Angeles, Washington,
D.C. and Austin. Founded in 2005 by former Big 5 accounting and
consulting firm partners, The Claro Group, one of Consulting
Magazine's "Seven Small Jewels," provides financial and management
consulting services focused on financial advisory services
(corporate recovery services, insurance claims, litigation
support), business improvement consulting (strategic
sourcing/procurement and healthcare provider solutions, including
clinical documentation, strategic cost reduction, charge capture,
revenue cycle and ICD-10 consulting services) and government
contract consulting.
* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In re Exo-Grey Corporation
Bankr. C.D. Cal. Case No. 14-15874
Chapter 11 Petition filed March 28, 2014
See http://bankrupt.com/misc/azb14-15874.pdf
represented by: George C. Panagiotou, Esq.
THE COSTA LAW GROUP
E-mail: george@thecostalawgroup.com
In re Slawomir Lobodzinski
Bankr. C.D. Cal. Case No. 14-15910
Chapter 11 Petition filed March 28, 2014
In re SREP IV, LLC
Bankr. N.D. Cal. Case No. 14-51327
Chapter 11 Petition filed March 28, 2014
See http://bankrupt.com/misc/canb14-51327.pdf
Filed Pro Se
In re Diana Natividad
Bankr. N.D. Cal. Case No. 14-51333
Chapter 11 Petition filed March 28, 2014
In re Terrance Ganser
Bankr. D. Conn. Case No. 14-50455
Chapter 11 Petition filed March 28, 2014
In re Tymber Skan on the Lake HOA Sections 1 & 2
Bankr. M.D. Fla. Case No. 14-03522
Chapter 11 Petition filed March 28, 2014
See http://bankrupt.com/misc/flmb14-03522.pdf
represented by: Jonathan T. Mitchell, Esq.
MADER LAW GROUP LLC
E-mail: jmitchell@maderlawgroup.com
In re Nevada Real Estate Holdings
Bankr. M.D. Fla. Case No. 14-03555
Chapter 11 Petition filed March 28, 2014
See http://bankrupt.com/misc/flmb14-03555.pdf
Filed Pro Se
In re 262 South, LLC
Bankr. S.D. Fla. Case No. 14-17118
Chapter 11 Petition filed March 28, 2014
See http://bankrupt.com/misc/flsb14-17118.pdf
represented by: Steven E. Wallace, Esq.
THE WALLACE LAW GROUP, P.L.
E-mail: wallacelaw1@me.com
In re B.I.G. Taylor Corporation
Bankr. M.D. Ga. Case No. 14-70377
Chapter 11 Petition filed March 28, 2014
See http://bankrupt.com/misc/gamb14-70377.pdf
represented by: David E. Mullis, Esq.
DAVID E. MULLIS, P.C.
E-mail: dmullis@businesslawhelp.com
In re Sarah Lovett-Bynes
Bankr. S.D. Ga. Case No. 14-60152
Chapter 11 Petition filed March 28, 2014
In re Christos Dimas
Bankr. N.D. Ill. Case No. 14-11309
Chapter 11 Petition filed March 28, 2014
In re Lauren Tratar
Bankr. N.D. Ill. Case No. 14-11492
Chapter 11 Petition filed March 28, 2014
In re Sander Tire & Wheel Center, Inc.
Bankr. E.D. Tex. Case No. 14-60209
Chapter 11 Petition filed March 28, 2014
See http://bankrupt.com/misc/txeb14-60209.pdf
represented by: Charles E. Lauffer, Jr., Esq.
RITCHESON, LAUFFER & VINCENT, P.C.
E-mail: charlesl@rllawfirm.net
In re Joyce Sturdivant
Bankr. W.D. Tex. Case No. 14-60256
Chapter 11 Petition filed March 28, 2014
In re Cliff Fok
Bankr. C.D. Cal. Case No. 14-16058
Chapter 11 Petition filed March 31, 2014
In re Karla Munger
Bankr. D. Conn. Case No. 14-30597
Chapter 11 Petition filed March 31, 2014
In re LuLu's Marketing, Inc.
dba Eagle Lake Supermarket
Bankr. M.D. Fla. Case No. 14-03637
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/flmb14-03637.pdf
represented by: Pierce J. Guard, Jr., Esq.
THE GUARD LAW GROUP, PLLC
E-mail: jguardjr@aol.com
In re Thaicor, LLC
Bankr. W.D. Ky. Case No. 14-31255
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/kywb14-31255.pdf
represented by: R. Eric Craig, Esq.
WEBER & ROSE, P.S.C.
E-mail: ecraig@weberandrose.com
In re Imani Temple, Inc.
Bankr. D. Mass. Case No. 14-11413
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/mab14-11413.pdf
represented by: Mark C. Rossi, Esq.
ESHER ROSSI, LLC
E-mail: mcr@esher-rossi.com
In re Gary Mohler
Bankr. D. Nev. Case No. 14-12128
Chapter 11 Petition filed March 31, 2014
In re Spartan Diner, Inc.
fdba Zaira, Inc.
Bankr. E.D.N.Y. Case No. 14-71381
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/nyeb14-71381.pdf
represented by: Timothy M. Kelly, Esq.
SURIS & ASSOCIATES
E-mail: tkelly@surislaw.com
In re Ralph Reeves, III
Bankr. E.D.N.C. Case No. 14-01790
Chapter 11 Petition filed March 31, 2014
In re Campisi Construction, Inc.
Bankr. E.D. Pa. Case No. 14-12458
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/paeb14-12458.pdf
represented by: Dimitri L. Karapelou, Esq.
LAW OFFICES OF DIMITRI L. KARAPELOU, LLC
E-mail: dkarapelou@karapeloulaw.com
In re Rybicki Property Enterprises, LLC
Bankr. E.D. Pa. Case No. 14-12525
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/paeb14-12525.pdf
represented by: Thomas Daniel Bielli, Esq.
O'KELLY ERNST & BIELLI, LLC
E-mail: tbielli@oeblegal.com
In re Michael Gallagher
Bankr. E.D. Pa. Case No. 14-12527
Chapter 11 Petition filed March 31, 2014
In re Highland Coaters, LLC
dba Highland Coaters
Bankr. W.D. Pa. Case No. 14-21275
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/pawb14-21275.pdf
represented by: Corey J. Sacca, Esq.
BONONI & COMPANY
E-mail: csacca@bononilaw.com
In re Palmetto State Fireworks, LLC
Bankr. D. S.C. Case No. 14-01843
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/scb14-01843.pdf
represented by: Robert H. Cooper, Esq.
THE COOPER LAW FIRM
E-mail: bknotice@thecooperlawfirm.com
In re Angela L. Jones DDS, P.A.
Bankr. N.D. Tex. Case No. 14-31582
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/txnb14-31582.pdf
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
E-mail: eric@ealpc.com
In re Michael Schaumburg
Bankr. N.D. Tex. Case No. 14-41400
Chapter 11 Petition filed March 31, 2014
In re Eden Valley Properties, LLC
Bankr. S.D. Tex. Case No. 14-20150
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/txsb14-20150.pdf
represented by: Ralph Perez, Esq.
CAVADA LAW OFFICE
E-mail: ralph.perez@cavadalawoffice.com
In re Reid Drive Apartments, LLC
Bankr. S.D. Tex. Case No. 14-20153
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/txsb14-20153.pdf
represented by: Ralph Perez, Esq.
CAVADA LAW OFFICE
E-mail: ralph.perez@cavadalawoffice.com
In re Gatesville Urban Living, LLC
Bankr. S.D. Tex. Case No. 14-31797
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/txsb14-31797.pdf
Filed Pro Se
In re Peter Hwang
Bankr. S.D. Tex. Case No. 14-31842
Chapter 11 Petition filed March 31, 2014
In re Holidays Delight, LLC
Bankr. W.D. Wash. Case No. 14-12456
Chapter 11 Petition filed March 31, 2014
See http://bankrupt.com/misc/wawb14-12456.pdf
represented by: Jesse Valdez, Esq.
VALDEZ LEHMAN, PLLC
E-mail: jesse@valdezlehman.com
In re Ikon Salon & Spa, Inc.
dba Ikon Aveda Salon & Spa
Bankr. C.D. Cal. Case No. 14-14228
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/cacb14-14228.pdf
represented by: Evan L. Smith, Esq.
EVAN L. SMITH ATTORNEY AT LAW
E-mail: els@elsmithlaw.com
In re Gilbert Castanon
Bankr. E.D. Cal. Case No. 14-11669
Chapter 11 Petition filed April 1, 2014
In re Renee Klionsky
Bankr. N.D. Cal. Case No. 14-30516
Chapter 11 Petition filed April 1, 2014
In re Lucia Kelly
Bankr. D. Conn. Case No. 14-50486
Chapter 11 Petition filed April 1, 2014
In re William Kelly
Bankr. D. Conn. Case No. 14-50486
Chapter 11 Petition filed April 1, 2014
In re SFH of Pasco, Inc.
dba COR Health and Fitness
Bankr. M.D. Fla. Case No. 14-03679
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/flmb14-03679.pdf
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: Buddy@tampaesq.com
In re 7075 Avalon Road, LLC
Bankr. M.D. Fla. Case No. 14-03785
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/flmb14-03785.pdf
represented by: James H. Monroe, Esq.
JAMES H. MONROE, P.A.
E-mail: jhm@jamesmonroepa.com
In re Steve Gordon
Bankr. S.D. Fla. Case No. 14-17567
Chapter 11 Petition filed April 1, 2014
In re Win-Win Investment Network, LLC
Bankr. N.D. Ga. Case No. 14-56663
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/ganb14-56663.pdf
Filed Pro Se
In re Meyer & Meyer Investments, LLC
Bankr. D. Minn. Case No. 14-41407
Chapter 11 Petition filed April 1, 2014
Filed Pro Se
In re RJZ Corp.
Bankr. D.N.J. Case No. 14-16346
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/njb14-16346.pdf
represented by: Andrew J. Kelly, Esq.
KELLY & BRENNAN, P.C.
E-mail: akelly@kbtlaw.com
In re Mariam Jan, Inc.
Bankr. S.D.N.Y. Case No. 14-22408
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/nysb14-22408.pdf
represented by: Anne J. Penachio, Esq.
PENACHIO MALARA, LLP
E-mail: apenachio@pmlawllp.com
In re Open MRI of Tarrytown, LLC
Bankr. S.D.N.Y. Case No. 14-22414
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/nysb14-22414.pdf
represented by: Dawn Kirby Arnold, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR, LLP
E-mail: dkirby@ddw-law.com
In re Open MRI of DeWitt, LLC
Bankr. S.D.N.Y. Case No. 14-22417
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/nysb14-22417.pdf
represented by: Dawn Kirby Arnold, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR, LLP
E-mail: dkirby@ddw-law.com
In re Open MRI of Fishkill, LLC
Bankr. S.D.N.Y. Case No. 14-22418
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/nysb14-22418.pdf
represented by: Dawn Kirby Arnold, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR, LLP
E-mail: dkirby@ddw-law.com
In re Open MRI of Middletown, LLC
Bankr. S.D.N.Y. Case No. 14-22419
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/nysb14-22419.pdf
represented by: Dawn Kirby Arnold, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR, LLP
E-mail: dkirby@ddw-law.com
In re Open MRI of Williamsport, LLC
Bankr. S.D.N.Y. Case No. 14-22420
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/nysb14-22420.pdf
represented by: Dawn Kirby Arnold, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR, LLP
E-mail: dkirby@ddw-law.com
In re Open MRI of Yorktown, LLC
Bankr. S.D.N.Y. Case No. 14-22421
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/nysb14-22421.pdf
represented by: Dawn Kirby Arnold, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR, LLP
E-mail: dkirby@ddw-law.com
In re RM Cash & Carry, Inc.
Bankr. D.P.R. Case No. 14-02663
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/prb14-02663.pdf
represented by: Frederic Chardon Dubos, Esq.
CHARDON DUBOS, P.S.C.
E-mail: chdpsc@gmail.com
In re Charles Bernard
Bankr. M.D. Tenn. Case No. 14-02702
Chapter 11 Petition filed April 1, 2014
In re OCD Properties, Inc.
Bankr. N.D. Tex. Case No. 14-31648
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/txnb14-31648.pdf
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
E-mail: eric@ealpc.com
In re GTAE, LLC
Bankr. S.D. Tex. Case No. 14-20155
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/txsb14-20155.pdf
represented by: Ralph Perez, Esq.
CAVADA LAW OFFICE
E-mail: ralph.perez@cavadalawoffice.com
In re Trask Holdings 1, LLC
dba American Home Express
Bankr. W.D. Tex. Case No. 14-50896
Chapter 11 Petition filed April 1, 2014
See http://bankrupt.com/misc/txwb14-50896.pdf
represented by: Ronald J. Smeberg, Esq.
THE SMEBERG LAW FIRM, PLLC
E-mail: ron@smeberg.com
In re Suzanne De Passe
Bankr. C.D. Cal. Case No. 14-16286
Chapter 11 Petition filed April 2, 2014
In re Hasmik Yaghobyan
Bankr. C.D. Cal. Case No. 14-16296
Chapter 11 Petition filed April 2, 2014
In re Venice Obstetrics & Gynecology
aka Venice OB GYN, Inc.
Bankr. M.D. Fla. Case No. 14-03709
Chapter 11 Petition filed April 2, 2014
See http://bankrupt.com/misc/flmb14-03709.pdf
represented by: Melody D. Genson, Esq.
MELODY D. GENSON, PA
E-mail: melodydgenson@verizon.net
In re Greater Deliverance Church, Inc.
Bankr. N.D. Fla. Case No. 14-50114
Chapter 11 Petition filed April 2, 2014
See http://bankrupt.com/misc/flnb14-50114.pdf
represented by: Charles M. Wynn, Esq.
CHARLES M. WYNN LAW OFFICES, P.A.
E-mail: candy@wynnlaw-fl.com
In re Mark MacLaughlin
Bankr. S.D. Fla. Case No. 14-17663
Chapter 11 Petition filed April 2, 2014
In re Albert Nelson
Bankr. S.D. Ind. Case No. 14-90642
Chapter 11 Petition filed April 2, 2014
In re Michael Albert Nelson
dba Mike Nelson Farms
Bankr. S.D. Ind. Case No. 14-90642
Chapter 11 Petition filed April 2, 2014
represented by: John Joseph Allman, Esq.
TUCKER HESTER BAKER & KREBS, LLC
E-mail: jallman@thbklaw.com
In re Jean Nelson
Bankr. S.D. Ind. Case No. 14-90643
Chapter 11 Petition filed April 2, 2014
In re Patti Jean Nelson
Bankr. S.D. Ind. Case No. 14-90643
Chapter 11 Petition filed April 2, 2014
represented by: John Joseph Allman, Esq.
TUCKER HESTER BAKER & KREBS, LLC
E-mail: jallman@thbklaw.com
In re Star House, Inc.
Bankr. D. Mass. Case No. 14-11499
Chapter 11 Petition filed April 2, 2014
See http://bankrupt.com/misc/mab14-11499.pdf
represented by: Herbert Weinberg, Esq.
ROSENBERG & WEINBERG
E-mail: hweinberg@jrhwlaw.com
In re Josie Lumanog
Bankr. D. Nev. Case No. 14-12251
Chapter 11 Petition filed April 2, 2014
In re Foremost Development & Construction LLC
Bankr. D.N.J. Case No. 14-16451
Chapter 11 Petition filed April 2, 2014
See http://bankrupt.com/misc/njb14-16451.pdf
represented by: Scott Eric Kaplan, Esq.
SCOTT E. KAPLAN, LLC
E-mail: scott@sekaplanlaw.com
In re Coastal Mist, LLC
fdba Coastal Mist, Inc.
Bankr. E.D.N.C. Case No. 14-01867
Chapter 11 Petition filed April 2, 2014
See http://bankrupt.com/misc/nceb14-01867.pdf
represented by: Trawick H. Stubbs, Jr., Esq.
STUBBS & PERDUE, P.A.
E-mail: efile@stubbsperdue.com
In re Enterprise Roofing & Remodeling Services,Inc.
Bankr. N.D. Ohio Case No. 14-31133
Chapter 11 Petition filed April 2, 2014
See http://bankrupt.com/misc/ohnb14-31133.pdf
represented by: Steven L. Diller, Esq.
DILLER AND RICE, LLC
E-mail: steven@drlawllc.com
In re Jose Criado-Vazquez
Bankr. D.P.R. Case No. 14-02700
Chapter 11 Petition filed April 2, 2014
In re Niemafam, Corp.
dba Buffalo Wings
Bankr. D.P.R. Case No. 14-02702
Chapter 11 Petition filed April 2, 2014
See http://bankrupt.com/misc/prb14-02702.pdf
represented by: Gerardo L. Santiago Puig, Esq.
SANTIAGO PUIG LAW OFFICES
E-mail: gsantiagopuig@gmail.com
In re Jimmy Davis
Bankr. D. S.C. Case No. 14-01909
Chapter 11 Petition filed April 2, 2014
In re Angela Wood
Bankr. M.D. Tenn. Case No. 14-02717
Chapter 11 Petition filed April 2, 2014
In re Snead & Son Trucking, LLC
Bankr. E.D. Va. Case No. 14-31758
Chapter 11 Petition filed April 2, 2014
See http://bankrupt.com/misc/vaeb14-31758.pdf
represented by: Michael A. Condyles, Esq.
KUTAK ROCK, LLP
E-mail: michael.condyles@kutakrock.com
In re Gateways for Youth and Families
Bankr. W.D. Wash. Case No. 14-41858
Chapter 11 Petition filed April 2, 2014
See http://bankrupt.com/misc/wawb14-41858.pdf
represented by: Alan D. Smith, Esq.
PERKINS COIE, LLP
E-mail: adsmith@perkinscoie.com
In re DeArbor, LLC
aka Cedar Oak Memorial Park
Bankr. N.D. Ala. Case No. 14-70576
Chapter 11 Petition filed April 3, 2014
Filed Pro Se
In re David Avila
Bankr. D. Ariz. Case No. 14-04826
Chapter 11 Petition filed April 3, 2014
In re Mary Doggett-Davis
Bankr. C.D. Cal. Case No. 14-16417
Chapter 11 Petition filed April 3, 2014
In re Adel Abu-Ghazaleh
Bankr. C.D. Cal. Case No. 14-16418
Chapter 11 Petition filed April 3, 2014
In re NHST, LLC
Bankr. E.D. Cal. Case No. 14-23436
Chapter 11 Petition filed April 3, 2014
See http://bankrupt.com/misc/caeb14-23436.pdf
represented by: Stephen M. Reynolds, Esq.
REYNOLDS LAW CORPORATION
E-mail: sreynolds@lr-law.net
In re Raul Bastidas
Bankr. S.D. Cal. Case No. 14-02664
Chapter 11 Petition filed April 3, 2014
In re Professional Data Systems, Inc.
dba Inacomp Data and Voice
Bankr. N.D. Fla. Case No. 14-50115
Chapter 11 Petition filed April 3, 2014
See http://bankrupt.com/misc/flnb14-50115.pdf
represented by: Robert C. Bruner, Esq.
E-mail: RobertCBruner@hotmail.com
In re Arizona Federal, LLC
Bankr. S.D. Fla. Case No. 14-17694
Chapter 11 Petition filed April 3, 2014
See http://bankrupt.com/misc/flsb14-17694.pdf
Filed Pro Se
In re Randall Bees
Bankr. S.D. Fla. Case No. 14-17737
Chapter 11 Petition filed April 3, 2014
In re GreenVest/Jessup Road, LLC
Bankr. D. Md. Case No. 14-15285
Chapter 11 Petition filed April 3, 2014
See http://bankrupt.com/misc/mdb14-15285.pdf
represented by: James Greenan, Esq.
MCNAMEE, HOSEA, ET. AL.
E-mail: jgreenan@mhlawyers.com
In re Geo-Pro, LLC
Bankr. D. Miss. Case No. 14-01156
Chapter 11 Petition filed April 3, 2014
represented by: R. Michael Bolen, Esq.
HOOD & BOLEN, PLLC
E-mail:
rmb@hoodbolenbankruptcyattorneys.com
In re PetroDrill, LLC
Bankr. D. Miss. Case No. 14-01157
Chapter 11 Petition filed April 3, 2014
See http://bankrupt.com/misc/mssb14-01157.pdf
represented by: R. Michael Bolen, Esq.
HOOD & BOLEN, PLLC
E-mail: rmb@hoodbolenbankruptcyattorneys.com
In re Jaeely Realtym LLC
Bankr. E.D.N.Y. Case No. 14-41622
Chapter 11 Petition filed April 3, 2014
See http://bankrupt.com/misc/nyeb14-41622.pdf
Filed Pro Se
In re Suffolk Banana Co., Inc
Bankr. E.D.N.Y. Case No. 14-71444
Chapter 11 Petition filed April 3, 2014
See http://bankrupt.com/misc/nyeb14-71444.pdf
represented by: Gary M. Kushner, Esq.
GOETZ FITZPATRICK, LLP
E-mail: gkushner@goetzfitz.com
In re Salehzadeh Saw Mill Corp.
Bankr. S.D.N.Y. Case No. 14-22427
Chapter 11 Petition filed April 3, 2014
See http://bankrupt.com/misc/nysb14-22427.pdf
represented by: Anne J. Penachio, Esq.
PENACHIO MALARA, LLP
E-mail: apenachio@pmlawllp.com
In re St. Mark F.W.B. Church
Bankr. E.D.N.C. Case No. 14-01915
Chapter 11 Petition filed April 3, 2014
See http://bankrupt.com/misc/nceb14-01915.pdf
represented by: Paul A. Newton, Esq.
CALDER & CALDER
E-mail: paulnewton1807@gmail.com
In re Bradley Friedel
Bankr. N.D. Ohio Case No. 14-12113
Chapter 11 Petition filed April 3, 2014
See http://bankrupt.com/misc/ohnb14-12113.pdf
represented by: Tim Robinson, Esq.
DINSMORE & SHOHL, LLP
E-mail: tim.robinson@dinsmore.com
In re Jay Dean
Bankr. E.D. Va. Case No. 14-31782
Chapter 11 Petition filed April 3, 2014
In re Steven Williams
Bankr. D. Ariz. Case No. 14-04889
Chapter 11 Petition filed April 4, 2014
In re Edward Arnold Little
Bankr. D. Ariz. Case No. 14-04895
Chapter 11 Petition filed April 4, 2014
In re Godwin Iserhien
Bankr. C.D. Cal. Case No. 14-11798
Chapter 11 Petition filed April 4, 2014
In re 28-32 Girard,LLC
Bankr. D. Conn. Case No. 14-20663
Chapter 11 Petition filed April 4, 2014
See http://bankrupt.com/misc/ctb14-20663.pdf
represented by: Peter L. Ressler, Esq.
GROOB RESSLER & MULQUEEN
E-mail: ressmul@yahoo.com
In re Clifford Turner
Bankr. N.D. Ill. Case No. 14-12599
Chapter 11 Petition filed April 4, 2014
In re Ronald Momany
Bankr. E.D. Mich. Case No. 14-45851
Chapter 11 Petition filed April 4, 2014
In re Corey Amos
Bankr. S.D. Miss. Case No. 14-01162
Chapter 11 Petition filed April 4, 2014
In re Harvest Trans, Inc.
Bankr. D.N.J. Case No. 14-16623
Chapter 11 Petition filed April 4, 2014
See http://bankrupt.com/misc/njb14-16623.pdf
represented by: Jay L. Lubetkin, Esq.
RABINOWITZ LUBETKIN & TULLY, LLC
E-mail: jlubetkin@rltlawfirm.com
In re Las Cruces Security Services, Inc.
Bankr. D. N.M. Case No. 14-11006
Chapter 11 Petition filed April 4, 2014
See http://bankrupt.com/misc/nmb14-11006.pd
represented by: R. Trey Arvizu, III, Esq.
ARVIZULAW.COM, LTD.
E-mail: trey@arvizulaw.com
In re Esperanza Development Services, LLC
Bankr. D. N.M. Case No. 14-11008
Chapter 11 Petition filed April 4, 2014
See http://bankrupt.com/misc/nmb14-11008.pdf
represented by: R. Trey Arvizu, III, Esq.
ARVIZULAW.COM, LTD.
E-mail: trey@arvizulaw.com
In re Brooklyn Atlantic Parking, LLC
Bankr. E.D.N.Y. Case No. 14-41648
Chapter 11 Petition filed April 4, 2014
See http://bankrupt.com/misc/nyeb14-41648.pdf
represented by: Gabriel Del Virginia, Esq.
LAW OFFICES OF GABRIEL DEL VIRGINIA
E-mail: gabriel.delvirginia@verizon.net
In re Jose Gonzalez-Ruiz
Bankr. D.P.R. Case No. 14-02778
Chapter 11 Petition filed April 4, 2014
In re Donald Bucklin
Bankr. D. S.D. Case No. 14-10046
Chapter 11 Petition filed April 4, 2014
In re Jaime Llarenas
Bankr. E.D. Va. Case No. 14-71235
Chapter 11 Petition filed April 4, 2014
In re Three Josephs, LLC
Bankr. M.D. Fla. Case No. 14-01611
Chapter 11 Petition filed April 6, 2014
See http://bankrupt.com/misc/flmb14-01611.pdf
represented by: Bryan K. Mickler, Esq.
LAW OFFICES OF MICKLER & MICKLER
E-mail: court@planlaw.com
In re Arizona Oncology Services, Inc.
Bankr. D. Ariz. Case No. 14-04970
Chapter 11 Petition filed April 7, 2014
Filed Pro Se
In re Danny's Hair Concepts, Inc.
Bankr. E.D. Ark. Case No. 14-11955
Chapter 11 Petition filed April 7, 2014
See http://bankrupt.com/misc/areb14-11955.pdf
represented by: Guy Randolph Satterfield, Esq.
SATTERFIELD LAW FIRM
E-mail: satterfieldlaw@comcast.net
In re John Reynolds
Bankr. C.D. Cal. Case No. 14-10690
Chapter 11 Petition filed April 7, 2014
In re John Sperry Reynolds
Bankr. C.D. Cal. Case No. 14-10690
Chapter 11 Petition filed April 7, 2014
See http://bankrupt.com/misc/cacb14-10690.pdf
Filed Pro Se
In re Franklin Acevedo
Bankr. C.D. Cal. Case No. 14-16641
Chapter 11 Petition filed April 7, 2014
In re Thomas Spielbauer
Bankr. N.D. Cal. Case No. 14-51508
Chapter 11 Petition filed April 7, 2014
In re Susan Fox
Bankr. N.D. Cal. Case No. 14-51518
Chapter 11 Petition filed April 7, 2014
In re Howard Adler
Bankr. S.D. Cal. Case No. 14-02711
Chapter 11 Petition filed April 7, 2014
In re PureFitness Pacific Sports Club, Inc.
Bankr. S.D. Cal. Case No. 14-02712
Chapter 11 Petition filed April 7, 2014
See http://bankrupt.com/misc/casb14-02712.pdf
represented by: Julian McMillan, Esq.
MCMILLAN LAW GROUP
E-mail: julian@mcmillanlawgroup.com
In re Natasha Owens
Bankr. M.D. Fla. Case No. 14-01631
Chapter 11 Petition filed April 7, 2014
In re Marc Mehlman, D.M.D. P.C.
Bankr. D.N.J. Case No. 14-16791
Chapter 11 Petition filed April 7, 2014
See http://bankrupt.com/misc/njb14-16791.pdf
represented by: Bruce W. Radowitz, Esq.
BRUCE W. RADOWITZ, ESQ., P.A.
E-mail: bradowitz@comcast.net
In re Donald Britt
Bankr. E.D.N.C. Case No. 14-01989
Chapter 11 Petition filed April 7, 2014
In re Julian V. Hawkins Funeral Home, Inc.
Bankr. E.D. Pa. Case No. 14-12729
Chapter 11 Petition filed April 7, 2014
See http://bankrupt.com/misc/paeb14-12729.pdf
represented by: Demetrius J. Parrish, Esq.
THE LAW OFFICES OF DEMETRIUS J. PARRISH
E-mail: djp711@aol.com
In re Lyzette Hau Rodriguez
Bankr. D.P.R. Case No. 14-02809
Chapter 11 Petition filed April 7, 2014
In re Danzale Academia Cristiana De Danza, Inc.
Bankr. D.P.R. Case No. 14-02821
Chapter 11 Petition filed April 7, 2014
See http://bankrupt.com/misc/prb14-02821.pdf
represented by: Luis A. Medina Torres, Esq.
MEDINA TORRES LAW OFFICE
E-mail: lumedina@coqui.net
In re Mercedes Rivera Martinez
Bankr. D.P.R. Case No. 14-02825
Chapter 11 Petition filed April 7, 2014
In re A.S.U.I. Healthcare and Development Center
Bankr. S.D. Tex. Case No. 14-31961
Chapter 11 Petition filed April 7, 2014
See http://bankrupt.com/misc/txsb14-31961.pdf
represented by: James Q. Pope, Esq.
THE POPE LAW FIRM
E-mail: ecf@thepopelawfirm.com
In re Hollister Aqua Farms, Inc.
Bankr. N.D. Cal. Case No. 14-51532
Chapter 11 Petition filed April 8, 2014
See http://bankrupt.com/misc/canb14-51532.pdf
represented by: Chang R. Yi, Esq.
LAW OFFICES OF CHANG R. YI
In re Louis Sadler
Bankr. D. Colo. Case No. 14-14521
Chapter 11 Petition filed April 8, 2014
In re Margaret Sadler
Bankr. D. Colo. Case No. 14-14521
Chapter 11 Petition filed April 8, 2014
In re John Chapman
Bankr. D. Conn. Case No. 14-20679
Chapter 11 Petition filed April 8, 2014
In re John P. McRee, D.D.S., P.C.
Bankr. W.D. Mich. Case No. 14-02435
Chapter 11 Petition filed April 8, 2014
See http://bankrupt.com/misc/miwb14-02435.pdf
represented by: Peter T. Mooney, Esq.
SIMEN FIGURA & PARKER, P.L.C.
E-mail: pmooney@sfplaw.com
In re John P. McRee, D.D.S. and Associates, P.L.C.
Bankr. W.D. Mich. Case No. 14-02436
Chapter 11 Petition filed April 8, 2014
See http://bankrupt.com/misc/miwb14-02436.pdf
represented by: Peter T. Mooney, Esq.
SIMEN FIGURA & PARKER, P.L.C.
E-mail: pmooney@sfplaw.com
In re New Birth Christian Center
Bankr. W.D. Mo. Case No. 14-41181
Chapter 11 Petition filed April 8, 2014
See http://bankrupt.com/misc/mowb14-41181.pdf
represented by: Colin N. Gotham, Esq.
EVANS & MULLINIX, P.A.
E-mail: Cgotham@emlawkc.com
In re Hudson Contractors, LLC
dba RESCO, LLC
Bankr. D.N.J. Case No. 14-16886
Chapter 11 Petition filed April 8, 2014
See http://bankrupt.com/misc/njb14-16886.pdf
represented by: Kim R. Lynch, Esq.
FORMAN HOLT ELIADES & YOUNGMAN LLC
E-mail: klynch@formanlaw.com
In re Hallmark Electric, LLC
Bankr. D.N.J. Case No. 14-16889
Chapter 11 Petition filed April 8, 2014
See http://bankrupt.com/misc/njb14-16889.pdf
represented by: Kim R. Lynch, Esq.
FORMAN HOLT ELIADES & YOUNGMAN LLC
E-mail: klynch@formanlaw.com
In re Thomas Heavey
Bankr. E.D.N.Y. Case No. 14-41708
Chapter 11 Petition filed April 8, 2014
In re Salehzadeh 620 North Broadway, Corp.
Bankr. S.D.N.Y. Case No. 14-22453
Chapter 11 Petition filed April 8, 2014
See http://bankrupt.com/misc/nysb14-22453.pdf
represented by: Anne J. Penachio, Esq.
PENACHIO MALARA, LLP
E-mail: apenachio@pmlawllp.com
In re Neel, Nadia, Hamid Group, Inc.
Bankr. S.D.N.Y. Case No. 14-22454
Chapter 11 Petition filed April 8, 2014
See http://bankrupt.com/misc/nysb14-22454.pdf
represented by: Anne J. Penachio, Esq.
PENACHIO MALARA, LLP
E-mail: apenachio@pmlawllp.com
In re Richard Banach
Bankr. S.D.N.Y. Case No. 14-22461
Chapter 11 Petition filed April 8, 2014
In re Salehzadeh, Inc.
Bankr. S.D.N.Y. Case No. 14-22463
Chapter 11 Petition filed April 8, 2014
See http://bankrupt.com/misc/nysb14-22463.pdf
represented by: Anne J. Penachio, Esq.
PENACHIO MALARA, LLP
E-mail: apenachio@pmlawllp.com
In re Jan Perrucio
Bankr. S.D.N.Y. Case No. 14-22468
Chapter 11 Petition filed April 8, 2014
In re A2 Services, LLC
dba Geneva Pipeline
Bankr. N.D. Ohio Case No. 14-40709
Chapter 11 Petition filed April 8, 2014
See http://bankrupt.com/misc/ohnb14-40709.pdf
represented by: Harry W. Greenfield, Esq.
BUCKLEY KING, L.P.A.
E-mail: greenfield@buckleyking.com
In re Michael Connor
Bankr. E.D. Pa. Case No. 14-12730
Chapter 11 Petition filed April 8, 2014
In re Larry Selman
Bankr. N.D. Tex. Case No. 14-31745
Chapter 11 Petition filed April 8, 2014
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
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 ***