/raid1/www/Hosts/bankrupt/TCR_Public/140708.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, July 8, 2014, Vol. 18, No. 188
Headlines
BE ACTIVE HOLDINGS: Has $10.4-Mil. Net Loss in First Quarter
BOSTON THERAPEUTICS: Posts $1.57-Mil. Net Loss for First Quarter
BROADWATER RACQUET: Files for Chapter 11; Has Potential Buyer
BUDD CO: Retirees Throw Wrench Into Second Thyssen Settlement
BURCAM CAPITAL: Lender Can Buy Unsecured Claims to Vote No on Plan
CLEANTECH INNOVATIONS: Accumulated Deficit at $16MM as of March 31
COLDWATER CREEK: Committee Hires Cozen O'Connor as Del. Counsel
COLDWATER CREEK: Court Approves Lowenstein as Committee Counsel
COLDWATER CREEK: Taps Hilco as Real Estate Consultant
COLDWATER CREEK: Gets Final Approval to Access $75-Mil. DIP Loans
COLDWATER CREEK: GA Keen Okayed to Market 363 Retail Leases
DEWEY & LEBOEUF: Former Leaders Say Insurance Deal Waived Lawsuit
DREIER LLP: Judge Approves More Than $18MM in Professional Fees
ENER-CORE INC: Incurs $1.98-Mil. Net Loss for Q1 Ended March 31
FLORIDA GAMING: Files 2nd Amended Liquidation Plan
FLORIDA GAMING: Hires KapilaMukamal as Financial Consultants
FRESH & EASY: Ch. 11 Plan Confirmed
GRIDWAY ENERGY: Platinum Partners Quickly Completes Sale
GRILLED CHESSE: RBSM LLP Raises Going Concern Doubt
JAMES RIVER: Wants Control of Case Thru January 2015
JAMES RIVER: Auction Moved to July 14; Sale Hearing to July 17
KAHN FAMILY: Plan Payments to be Funded by Sale of Real Property
KAHN FAMILY: Wells Fargo May Foreclose Property After Nov. 28
LABORATORY PARTNERS: U.S. Trustee Balks at Plan Releases
LAFAYETTE YARD: Time to Assume Energy Services Pact Extended
NATROL INC: Court OKs Hiring of Epiq Bankruptcy as Claims Agent
NATROL INC: Hires Conway Mackenzie's Jeffrey Perea as CFO
NAUTILUS HOLDINGS: Employs Skadden Arps as Bankruptcy Counsel
NAUTILUS HOLDINGS: Names James Mesterharm as CRO
NAUTILUS HOLDINGS: Can Hire Epiq as Claims & Noticing Agent
NAUTILUS HOLDINGS: Given Until Aug. 6 to File Schedules
NAUTILUS HOLDINGS: Has Interim OK to Pay Critical Vendors' Claims
NAUTILUS HOLDINGS: Court Issues Ch. 11 Stay Order
NOBLE LOGISTICS: Court Okays $575,000 in Incentive Payments
PALM BEACH BREWERY: Brewzzi at CityPlace Fails to Pay Rent, Closed
PARMALAT SPA: Creditor Suit v. Grant Thornton Reinstated Again
PHILLIPS INVESTMENTS: Wants to Use East West Bank Cash Collateral
PLYMOUTH OIL: Asks Court to Enforce Stay Against Prairie Sun
PREMIER PAVING: Court Approves Settlement with OnPointe
PSL-NORTH AMERICA: Hires Richards Layton as Counsel
PSL-NORTH AMERICA: Taps Duff & Phelps as Investment Banker
PSL-NORTH AMERICA: Hires Epiq Systems as Administrative Advisor
QUANTUM FOODS: Creditors May Face Committee-Led Lawsuits
REVEL AC: May Attract Buyers at Discount Price, Offit Lawyer Says
REVSTONE INDUSTRIES: Gets OK to Sell $13M Stake in Canadian Unit
RIVER-BLUFF: U.S. Bank Balks at Bid to Use Cash Collateral
RIVER-BLUFF: Court Allows Use of Berkadia Cash Collateral
RIVER-BLUFF: Court Allows Use of JP Morgan Cash Collateral
SCRUB ISLAND: Says FirstBank Used Employee to Spy
STELERA WIRELESS: Courts Approves Adequacy of Plan Outline
TALON REAL ESTATE: Incurs $836K Net Loss for Q1 Ended March 31
TELEXFREE LLC: Investors Target Banks, Attys Over $300M Losses
TFH PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
THINSPACE TECHNOLOGY: Bedinger & Co. Raises Going Concern Doubt
UBL INTERACTIVE: Reports $9,230 Net Loss in First Quarter
UNIVERSAL HEALTH: Ch. 11 Trustee Taps Gregory Sharer as Consultant
USEC INC: UT-Battelle Deal Amended to Provide Additional Funds
USEC INC: Has Settlement Agreement With Babcock & Wilcox
WINDSTREAM TECHNOLOGIES: Has $792K Net Loss in March 31 Quarter
ZAZA ENERGY: Posts $1.35-Mil. Net Loss for March 31 Quarter
* Dismissal of Unlisted Lawsuit Isn't Automatic
* Sen. Wants Bankruptcy Option for Some Student Borrowers
* Tax Sale Certificate Buyer Owns Tax Lien, NJ Justices Say
* Citigroup Team's Mortgage Bets Undeterred by Volcker Rule
* Banks Most Likely of Investment Grade to Default, Fitch Says
* SEC Is Gearing Up to Focus on Ratings Firms
* Sales of New U.S. Homes Surge in May to Highest Since 2008
* Large Companies With Insolvent Balance Sheet
*********
BE ACTIVE HOLDINGS: Has $10.4-Mil. Net Loss in First Quarter
------------------------------------------------------------
Be Active Holdings, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $10.43 million on $nil of net sales for
the three months ended March 31, 2014, compared with a net loss of
$214,737 on $91,942 of net sales for the same period in 2013.
The Company's balance sheet at March 31, 2014, showed
$1.23 million in total assets, $377,948 in total liabilities, and
stockholders' equity of $848,076.
The Company has not yet established revenues sufficient to cover
its operating costs and allow it to continue as a going concern.
The Company has incurred significant net losses since inception
and at March 31, 2014, has an accumulated deficit of
$16.22 million. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to
fund operating expenses until it become profitable. If the
Company is unable to obtain adequate capital, it could be forced
to cease operations, according to the regulatory filing.
A copy of the Form 10-Q is available:
http://is.gd/M0wxw2
Be Active Holdings, Inc., manufactures and sells low fat, low
calorie, and natural probiotic frozen yogurt and ice cream
products in the New York metropolitan area. The company offers its
products under the Jala brand name. Be Active Holdings, Inc. sells
its products primarily to supermarkets, as well as to convenience
and other foods stores. The company was founded in 2009 and is
based in Great Neck, New York.
BOSTON THERAPEUTICS: Posts $1.57-Mil. Net Loss for First Quarter
----------------------------------------------------------------
Boston Therapeutics, Inc., filed its quarterly report on Form 10-
Q, disclosing a net loss of $1.57 million on $43,827 of revenue
for the three months ended March 31, 2014, compared with a net
loss of $667,422 on $23,336 of revenue for the same period in
2013.
The Company's balance sheet at March 31, 2014, showed $3.47
million in total assets, $612,446 in total liabilities, and
stockholders' equity of $2.86 million.
The Company has limited resources and operating history. It also
has an accumulated deficit of approximately $8.9 million and $2.5
million cash on hand as of March 31, 2014. The Company raised
$250,000 in gross proceeds in private placements during the three
month period ended March 31, 2014. The future of the Company is
dependent upon its ability to obtain financing and upon future
profitable operations from the development of its new business
opportunities. Management plans to seek additional capital
through private placements and public offerings of its common
stock. There can be no assurance that the Company will be
successful in accomplishing its objectives. Without such
additional capital, the Company may be required to cease
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern, according to the
regulatory filing.
A copy of the Form 10-Q is available:
http://is.gd/mUw3RI
Boston Therapeutics, Inc., is a pharmaceutical company, which
engages in the development, manufacture, and commercialization of
novel compounds based on complex carbohydrate chemistry. Its
products include therapeutic modules such as BTI320, Ipoxyn, and
Oxyfex. The company was founded by David Platt and Kenneth A.
Tassey Jr. on August 24, 2009 and is headquartered in Manchester,
NH.
BROADWATER RACQUET: Files for Chapter 11; Has Potential Buyer
-------------------------------------------------------------
Broadwater Racquet Club, dba Broadwater Athletic Club & Hot
Springs, in Helena, Mont., filed for Chapter 11 bankruptcy (Bankr.
D. Mont. Case No. 14-60756) on June 24, 2014, in Butte. Jon R
Binney, Esq., at Binney Law Firm, PC, serves as the Debtor's
counsel. In its petition, the Club listed total assets of
$710,139 and total liabilities of $2.21 million. The petition was
signed by James Williams, president. A list of the Debtor's four
largest unsecured creditors is available for free at
http://bankrupt.com/misc/mtb14-60756.pdf
The Helena Independent Record reported that the club's owner is
urging its employees not to worry about their jobs. The owner
also said a potential buyer intends to operate the club "pretty
much as it is".
BUDD CO: Retirees Throw Wrench Into Second Thyssen Settlement
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Budd Co. has until July 25 to reach an agreement with
retirees and the United Automobile Workers, who contest the
enforceability of a provision in a proposed settlement between
Budd and its owner ThyssenKrupp AG.
In the settlement, Thyssen would give Budd $10.3 million more in
cash and assume liability for Budd's pension plans, which have
unfunded liabilities of $197 million, according to the report.
The approval hearing is scheduled for July 25 after the official
committee representing retirees filed papers on June 20 asking the
court to invalidate one clause in the agreement, the report said.
About The Budd Company
The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.
The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.
Liabilities amount to approximately $1 billion with assets of
approximately $400 million. Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.
The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.
The Hon. Jack B. Schmetterer oversees the case. The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.
The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees. The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.
BURCAM CAPITAL: Lender Can Buy Unsecured Claims to Vote No on Plan
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankrupt real estate owner isn't permitted to put
unsecured claims purchased by the secured lender into a separate
class, according to a June 24 opinion by U.S. District Judge James
C. Fox in Raleigh, North Carolina.
According to the report, an owner of commercial real estate
proposed a Chapter 11 plan eventually paying all creditors in
full, including the secured lender owed about $15 million. The
owner then revised the plan to put the lenders' unsecured claims
in a separate class, the report related. U.S. Bankruptcy Judge
Randy D. Doub approved the plan and signed a confirmation order,
only to have plan approval set aside by Judge Fox, the report
further related.
The case is CWCapital Asset Management LLC v. Burcam Capital II
LLC, 13-cv-00278, U.S. District Court, Eastern District North
Carolina (Raleigh).
Owned by Raleigh, N.C. developer Neal Coker, Burcam Capital II
LLC filed for Chapter 11 protection (Bankr. E.D.N.C. Case No.
12-04729) on June 28, 2012. Judge J. Rich Leonard presides over
the Company's case. Burcam Capital II listed both assets and
liabilities of between $10 million and $50 million in its filing.
CLEANTECH INNOVATIONS: Accumulated Deficit at $16MM as of March 31
------------------------------------------------------------------
CleanTech Innovations, Inc., filed its quarterly report on Form
10-Q, disclosing that it had accumulated deficit of $16.18 million
as of March 31, 2014. In addition, the Company had promissory
notes of $10 million and $50,000 that are past due. Through a new
line of credit agreement entered with the same lender on Aug. 17,
2013, the default promissory note of $10 million became payable
upon the note-holder's request. As of March 31, 2014, the Company
had an outstanding balance of $0.65 million including accrued
interest under this credit line and $453,992 under short term
payable currently in default. The Company has been unable to
raise funds from the U.S. markets to pay off these obligations.
During the quarter ended March 31, 2014, the Company's shareholder
who is also the CEO of the Company lent $929,679 for Company's
operating needs. These conditions raise a substantial doubt as to
whether the Company may continue as a going concern, according to
the regulatory filing.
The Company reported net income of $450,956 on $1.93 million of
net sales for the three months ended March 31, 2014, compared with
a net loss of $909,841 on $252,819 of net sales for the same
period in 2013.
The Company's balance sheet at March 31, 2014, showed
$28.77 million in total assets, $19.31 million in total
liabilities, and stockholders' equity of $9.46 million.
A copy of the Form 10-Q is available:
http://is.gd/55wOZK
CleanTech Innovations, Inc., manufactures structural towers for
megawatt-class wind turbines and highly engineered metal
components for clean energy purposes. The Liaoning Province,
China-headquartered Company services the steel and coke,
petrochemical, highly-voltage electricity transmission and
thermoelectric industries.
COLDWATER CREEK: Committee Hires Cozen O'Connor as Del. Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of Coldwater Creek
Inc. and its debtor-affiliates to retain Cozen O'Connor as
Delaware counsel for the Committee, effective as of Apr. 24, 2014.
Cozen O'Connor will be paid at these hourly rates:
Mark E. Felger, Shareholder $670
Simon E. Fraser, Member $490
Dawn Abernathy, Paralegal $240
Cozen O'Connor will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Mark E. Felger, shareholder of Cozen O'Connor, 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 Coldwater Creek
Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.
As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.
Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.
Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount. Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.
The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent. The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent. Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.
The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.
The official committee of unsecured creditors has tapped
Lowenstein Sandler LLP as counsel.
COLDWATER CREEK: Court Approves Lowenstein as Committee Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of Coldwater Creek
Inc. and its debtor-affiliates to retain Lowenstein Sandler LLP as
counsel for the Committee, effective as of Apr. 23, 2014.
The Committee requires Lowenstein Sandler to:
(a) provide legal advice as necessary with respect to the
Committee's powers and duties as an official committee
appointed under section 1102 of the Bankruptcy Code;
(b) assist the Committee in negotiating favorable terms for
unsecured creditors with respect to any proposed asset
purchase agreements for the sale of any of the Debtors'
assets;
(c) provide legal advice as necessary with respect to any
disclosure statement or plan filed in the Chapter 11 Cases,
and with respect to the process for approving or
disapproving any such disclosure statement or
confirming any such plan, as appropriate;
(d) prepare on behalf of the Committee, as necessary,
applications, motions, complaints, answers, orders,
agreements, memoranda of law, and other legal papers;
(e) appear in Court to present necessary motions, applications,
and pleadings, and otherwise protect the interests of those
unsecured creditors who are represented by the Committee;
(f) review the Debtors' schedules and statements;
(g) advise the Committee as to the implications of the Debtors'
activities and motions before this Court;
(h) provide the Committee with legal advice in relation to the
Chapter 11 Cases generally; and
(i) perform such other legal services as may be required and
that are in the best interests of the Committee, the
estates, and creditors.
Lowenstein Sandler will be paid at these hourly rates:
Partners of the Firm $500 to $985
Senior Counsel and Counsel $385 to $685
Associates $275 to $480
Paralegals and Assistants $160 to $270
Lowenstein Sandler will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Norman N. Kinel, partner of Lowenstein Sandler, 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 Coldwater Creek
Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.
As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.
Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.
Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount. Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.
The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent. The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent. Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.
The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.
The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors. Lowenstein
Sandler LLP represent the Committee.
COLDWATER CREEK: Taps Hilco as Real Estate Consultant
-----------------------------------------------------
Coldwater Creek Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Hilco Real Estate LLC as real estate consultant.
A hearing is set for July 10, 2014 at 10:00 a.m. (ET) to consider
approval of the Debtors' request. Objections, if any, are due
July 3 at 4:00 p.m. (ET).
The firm will:
a) meet with the Debtors to ascertain the Debtors' goals,
objectives and financial parameters;
b) mutually agree with the Debtors with respect to a strategic
plan for assigning or terminating the leases and the sale of
the properties;
c) solicit interested parties for the sale of the leases, and
marketing each lease for assignment/sale in accordance with
the strategic plan;
d) negotiate the terms of assignment and termination agreements
with third parties and the landlords under the leases and
purchase and sale agreements for the properties, in
accordance with the strategic plan;
e) provide written reports periodically to the Debtors regarding
the status of such negotiations; and
f) assist the Debtors in closing the pertinent lease assignment
and termination agreements and property purchase and sale
agreements.
The firm will be paid in this manner:
a) Lease Terminations. For each lease that becomes a
"terminated lease", Hilco will earn a fee equal to the cash
proceeds received, plus the cash equivalent claim savings
realized in connection with any lease termination multiplied
by 3.5 percent;
b) Lease Sales/Assignments. For each lease that is sold and
becomes an assigned lease, Hilco will earn a fee based on:
i) the aggregate amount of any termination or assignment or
similar consideration paid to the Debtors by the
counterparty to the lease or the assignee, and
ii) the waiver of any claims or unpaid administrative expenses
in the Debtors' chapter 11 cases;
c) Property Sales. In the event a Property is sold, Hilco will
earn a fee equal to 3 percent of the gross sale proceeds. If
an outside, third party broker procures the buyer, the fee
will be increased by 1 percent to 4 percent of gross sale
proceeds, and Hilco will be responsible for compensating the
outside broker out of the total fee.
d) All fees payable to Hilco will be free and clear of any
liens, claims, and encumbrances, including the liens of any
secured parties; and
e) All expenses will be paid by the Debtors, and Hilco will be
entitled to reimbursement from the Debtors for all expenses
in accordance with a budget of $10,000.
The Debtors believe that the firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
About Coldwater Creek
Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.
As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.
Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.
Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount. Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.
The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent. The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent. Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.
The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.
The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors. Lowenstein
Sandler LLP represent the Committee.
COLDWATER CREEK: Gets Final Approval to Access $75-Mil. DIP Loans
-----------------------------------------------------------------
The Hon. Brendan Linehan Shannon of U.S. Bankruptcy Court for the
District of Delaware gave Coldwater Creek Inc. and its debtor-
affiliates final authority to access postpetition financing an
amount up to $75,000,000, from Wells Fargo Bank, National
Association, as lender.
Judge Shannon also authorized the Debtors to use the lender's cash
collateral pursuant to the budget. A full-text copy of the budget
is available for free at http://is.gd/OfJGu1
The proceeds of the DIP Facility will be used solely to pay costs,
expenses and fees in connection with the preparation, negotiation,
execution and delivery of the DIP Credit Agreement and the other
DIP Financing Agreements; and for general operating and working
capital purposes, for the payment of transaction expenses, for the
payment of fees, expenses, and costs incurred in connection with
the Chapter 11 cases, the Debtors' liquidation, and other proper
corporate purposes of the Debtors.
All DIP Obligations will be immediately due and payable and all
authority to use the proceeds of the DIP Facility and to use Cash
Collateral will cease on the earliest to occur of any of the
following:
a) Aug. 31, 2014;
b) the date on which the maturity of the DIP Obligations is
accelerated and the commitments under the DIP Facility have
been irrevocably terminated as a result of the occurrence of
an event of default;
c) the failure of the Debtors to obtain entry of the Final
Order on or before May 12, 2014; or
d) the closing of a sale following entry of an order by the
Bankruptcy Court authorizing the sale of all or
substantially all of the assets of the Debtor.
All DIP obligations will be an allowed superpriority
administrative expense claim with priority in the Chapter 11 cases
under the Bankruptcy Code and otherwise over all administrative
expense claims and unsecured claims against the Debtors and their
estates.
A full-text copy of the Debtor-In-Possession Credit Agreement is
available for free at http://is.gd/DiPk3o
About Coldwater Creek
Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.
As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.
Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.
Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount. Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.
The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent. The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent. Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.
The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.
The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors. Lowenstein
Sandler LLP represent the Committee.
COLDWATER CREEK: GA Keen Okayed to Market 363 Retail Leases
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Coldwater Creek Inc. and its debtor-affiliates to employ GA Keen
Realty Advisors, the real estate division of Great American Group,
Inc., as real estate advisor to market and auction 363+/- valuable
retail leases located nationwide.
"These leaseholds represent a strategic opportunity for retailers
to acquire below market leases in many of the most desirable
Malls, Lifestyle Centers, Street and Factory Outlet locations
throughout the country. A portfolio like this has not come on the
market in years," said GA Keen Realty Advisors Co-President,
Matthew Bordwin. "As part its bankruptcy proceeding Coldwater
Creek controls the disposition process and has the ability to
assign its leases to other retailers. As such, retailers should
contact us immediately if they are interested in any of the
available locations," added Mr. Bordwin.
The retail spaces range from 3,249 sq. ft. to 15,844 sq. ft.,
averaging approximately 5,600 sq. ft. The leases are being
marketed pursuant to Bid Procedures that have been filed with the
bankruptcy court and remain subject to court approval. The Bid
Procedures provide for a Bid Deadline of June 26th and an Auction
Date of July 8th. However, offers are now being considered for
both individual stores and/or packages of multiple locations.
For more information about the available locations, including
rental rates and lease terms, call 646-381-9222 or email
Matthew Bordwin at mbordwin@greatamerican.com or Craig Fox at
cfox@greatmerican.com
About Coldwater Creek
Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.
As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.
Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.
Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount. Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.
The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent. The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent. Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.
The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.
The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors. Lowenstein
Sandler LLP represent the Committee.
DEWEY & LEBOEUF: Former Leaders Say Insurance Deal Waived Lawsuit
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Dewey & LeBoeuf LLP liquidating trustee is barred
from suing two of the defunct firm's top managers because the
claims were given away as part of the Chapter 11 plan, according
to papers seeking dismissal of a lawsuit filed in November in U.S.
Bankruptcy Court in New York.
According to the report, Stephen DiCarmine, Dewey's former
executive director, and Joel Sanders, the ex-finance chief, said
claims in the trustee's amended complaint should be dismissed
because they were released in an insurance settlement. U.S.
Bankruptcy Judge Martin Glenn will consider the request to dismiss
the amended complaint and strike all misconduct claims as well as
halt the civil action at a hearing on July 23, the report related.
The lawsuit is Jacobs v. DiCarmine, 13-ap-01765, U.S. Bankruptcy
Court, Southern District of New York (Manhattan).
About Dewey & LeBoeuf
Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.
Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929. In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.
At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.
Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28. All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure. The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate. The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.
The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million. The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.
Judge Martin Glenn oversees the case. Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy
Solutions LLC serves as claims and notice agent. The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.
JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP. JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors. The Noteholders hired
Bingham McCutchen LLP as counsel.
The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners. The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel. The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.
FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.
Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March. The plan created
a trust to collect and distribute remaining assets. The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.
DREIER LLP: Judge Approves More Than $18MM in Professional Fees
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that professionals who recovered assets for distribution
to victims of the Marc Dreier Ponzi scheme, which prosecutors say
cost investors more than $400 million, will be paid more than
$18 million in fees.
According to the report, U.S. Bankruptcy Judge Stuart M. Bernstein
approved substantially all the requested fees on June 23. Sheila
M. Gowan, appointed as trustee when Dreier's firm went into
Chapter 11, was awarded a $300,000 "enhancement" by Judge
Bernstein, increasing her total award to about $1.45 million, the
report related. The trustee's lawyers at Diamond McCarthy LLP
will be paid the $11 million they requested, the report further
related.
About Marc Dreier and Dreier LLP
Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996. On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds. The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme. Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).
Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008. Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.
Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm. Ms. Gowan is
represented by Diamond McCarthy LLP. Dickstein Shapiro LLP is the
trustee's special trial counsel.
Wachovia Bank National Association; the Dreier LLP Chapter 11
Trustee; and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371). Mr. Dreier
pleaded guilty to fraud and other charges in May 2009. The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.
The May 15, 2014, edition of The Troubled Company Reporter said
the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York confirmed the second amended Chapter
11 plan of liquidation filed by Sheila M. Gowan, the Chapter 11
trustee for Dreier LLP, and the Official Committee of Unsecured
Creditors.
ENER-CORE INC: Incurs $1.98-Mil. Net Loss for Q1 Ended March 31
---------------------------------------------------------------
Ener-Core, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.98 million on $nil of total revenues
for the three months ended March 31, 2014, compared with a net
loss of $793,000 on $4,000 of total revenues for the same period
in 2013.
The Company's balance sheet at March 31, 2014, showed $1.98
million in total assets, $1.72 million in total liabilities, and
stockholders' equity of $259,000.
For the three months ended March 31, 2014, the Company has
incurred losses from operations and have an accumulated deficit of
approximately $9.5 million and used cash in operations of
approximately $1 million as of and for the three months ended
March 31, 2014, which raises substantial doubt about its ability
to continue as a going concern, according to the regulatory
filing.
A copy of the Form 10-Q is available:
http://is.gd/81TxP1
Ener-Core, Inc., designs and manufactures systems for producing
continuous energy from a broad range of sources, including
previously unusable ultra-low quality gas. The company's products
include Ener-Core Powerstation FP250, which is a 250kW system that
integrates its patented Gradual Oxidizer technology with gas
turbine technology, offering both pollution control and
electricity generation; Ener-Core Powerstation KG2-3GO, which is a
2MW system that integrated its Gradual Oxidizer technology with a
larger gas turbine, offering clean power generation; and Ener-Core
Gradual Oxidizer, which is a flameless Gradual Oxidizer that can
be used to destroy low concentration fuels and for pollution
control. It serves several markets globally, including oil fields,
biogas, coal mines, natural gas, emissions control, and utility
power generation. The company was founded on April 29, 2010 and is
headquartered in Irvine, CA.
FLORIDA GAMING: Files 2nd Amended Liquidation Plan
--------------------------------------------------
Florida Gaming Centers, Inc., and Florida Gaming Corporation
submitted to the Bankruptcy Court a Disclosure Statement
explaining their Second Amended Joint Plan of Liquidation dated
June 16, 2014.
The Plan serves as a separate plan of liquidation for each of the
Debtors. The Plan does not seek to effect a substantive
consolidation or other combination of the separate estates of each
Debtor but instead provides that creditors of each Debtor will be
permitted to assert their claims only against the Debtor(s) which
they hold Allowed Claims.
The Plan divides the Claims against the Debtors and Interests in
the Debtors into Classes. Certain Claims -- in particular, Other
Administrative Claims, Statutory Fees, Professional Fee Claims,
Priority Tax Claims and Lenders Centers Claims -- remain
unclassified in accordance with Section 1123(a)(1) of the
Bankruptcy Code. The Plan assigns all other Claims and Interests
as:
Class 1 consists of Allowed Centers Claims.
Class 2 consists of Allowed Lenders Holdings Claims.
Class 3 consists of Allowed Non-Subordinated Holdings Claims.
Class 4 consists of Allowed Subordinated Holdings Claims.
Class 5 consists of Allowed Centers Equity Interests.
Class 6 consists of Allowed Holdings Preferred Equity Interests.
Class 7 consists of Allowed Holdings Equity Interests.
The Debtors believe that the Distributions under the Plan will
provide Creditors of the Debtors a greater recovery on account of
Allowed Claims then would Distributions by a Chapter 7 trustee.
Further, distributions under the Plan to Creditors of the Debtors
would be made more quickly than distributions by a Chapter 7
trustee and a Chapter 7 trustee would charge a substantial fee,
reducing the amount, if any, available for distribution on account
of Allowed Claims.
All distributions will be obtained (a) from cash on hand in the
estates and (b) through recoveries under the causes of action;
provided, however, ABC Funding, LLC, or Fronton Holdings, LLC, an
entity established by ABC to bid on behalf of the Prepetition
Lenders, will fund any shortfall in the Centers Claim Reserve, the
Professional Fee Claim Reserve or the Other Administrative Claim
Reserve as necessary and as provided for in the Settlement
Agreement.
The Debtors received multiple qualifying bids, and held the
Auction on March 25, 2014. The highest bid at the auction was
from Fronton Holdings, LLC, an entity established by ABC to bid on
behalf of the Prepetition Lenders, in the amount of $140,000,000
plus certain assumed liabilities including the County Debt. The
Purchase Price consisted of a credit bid of $99,907,336 on account
of the Loan Claim and cash in the amount of $40,092,664.
On March 28, 2014, the Debtors and Fronton Holdings, LLC, entered
into the Asset Purchase Agreement memorializing the transaction.
The Second Amended Disclosure Statement includes a waterfall
analysis showing the distribution of funds from the 363 Sale on
the Closing Date as well as certain estimates for purchase price
adjustments that have subsequently been adjusted pursuant to the
terms of the Asset Purchase Agreement, but the adjustments do not
materially alter the distributions under the waterfall.
On April 7, 2014, the Bankruptcy Court approved the sale of
substantially all of the Debtors' assets to Fronton Holdings, LLC.
On April 30, 2014, the Centers, Holdings and Fronton consummated
the 363 Sale contemplated by the Asset Purchase Agreement.
The Debtors have selected Soneet R. Kapila to act as Creditor
Trustee commencing on the Effective Date.
A copy of the Second Amended Disclosure Statement is available for
free at:
http://bankrupt.com/misc/FloridaGamingCorp_549_2ndamendedDS.pdf
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: Hires KapilaMukamal as Financial Consultants
------------------------------------------------------------
Florida Gaming Centers, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Florida to employ KapilaMukamal, LLP as financial
consultants and accountants, nunc pro tunc to May 1, 2014.
The Debtors require KapilaMukamal LLP to:
(a) provide financial consulting and accounting services and
oversee the financial operating and other reports required
by the Bankruptcy Court, the Office of the United States
Trustee, and other parties in interest in these Chapter 11
cases, including, without limitation, monthly operating
reports, and schedules and statement of financial affairs;
(b) evaluate and analyze business plans, financial budgets, and
forecasts of the Debtors, and evaluate potential
transactions and restructuring proposals in connection with
the Debtors' plan of reorganization, including tax
ramifications;
(c) evaluate and analyze tax issues, including, without
limitation, compliance and reporting requirements and
related issues;
(d) analysis of cash collateral and any debtor-in-possession
financing arrangements and any related budgets;
(e) provide testimony, as necessary, with respect to the
matters on which KapilaMukamal is to be engaged; and
(f) provide such other financial consulting and accounting
services as may from time to time, be reasonable and
necessary, as requested by the Debtors.
KapilaMukamal LLP will be paid at these hourly rates:
Partners $380-$530
Professionals $120-$314
Para Professionals $120-$160
KapilaMukamal LLP will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Soneet R. Kapila, founding partner of KapilaMukamal LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
KapilaMukamal LLP can be reached at:
Soneet R. Kapila
KAPILAMUKAMAL, LLP
1000 South Federal Highway, Ste 200
Fort Lauderdale, FL 33316
Tel: (954) 761-1011
Fax: (954) 761-1033
E-mail: skapila@kapilaco.com
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.
FRESH & EASY: Ch. 11 Plan Confirmed
-----------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware on July 2, 2014, issued an order confirming Old FENM,
Inc., et al.'s second amended joint Chapter 11 plan of
reorganization.
The U.S. Trustee filed the sole objection to the Plan. Law360
reported that the U.S. Trustee?s Office objected to how the Plan
handles professional fees and liability releases, as well as a
provision that allows the reorganized debtor to sell unidentified
assets without court approval. The U.S. Trustee complained that
the Plan is not confirmable in part because it authorizes the
post-confirmation estate to sell off noncash assets on whatever
terms it deems reasonable without requiring any more intervention
from the court -- a provision the U.S. Trustee?s Office says does
not jibe with the Bankruptcy Code. At the confirmation hearing,
the Plan modifications resolved the U.S. Trustee's objection in
its entirety.
As previously reported by The Troubled Company Reporter, Fresh &
Easy, now named Old FENM Inc., has $101 million in cash after
selling its business to Ron Burkle's Yucaipa Cos. and other
buyers. The liquidating plan was made possible by a settlement
where parent Tesco Plc agreed to recover about 6.4% on its claim
that totaled $907.2 million at the outset of bankruptcy.
Unsecured creditors won't be voting on the plan because they will
be fully paid.
About Fresh & Easy
Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013. The petitions were signed by James
Dibbo, chief financial officer. Judge Kevin J. Carey presides
over the case.
Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.
Jones Day serves as lead bankruptcy counsel. Richards, Layton &
Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker. Prime Clerk
LLC acts as the Debtors' claims and noticing agent. Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al. Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.
The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
California, to Ron Buckle's Yucaipa Cos. Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.
GRIDWAY ENERGY: Platinum Partners Quickly Completes Sale
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Platinum Partners Value Arbitrage Fund LP wasted no
time in taking over the business run by Glacial Energy Holdings
Inc. by completing its acquisition the day after the bankruptcy
court approved the $32.8 million sale.
About Gridway Energy
Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.
The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S. A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.
The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations. Gridway defaulted on $60 million
of debt.
Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer. But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.
The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP. They employed Omni
Management Group, LLC, as claims and notice agent.
Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.
The Creditors' Committee is represented by Sharon Levine, Esq.,
and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and
Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner
Law Group LLC.
Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.
GRILLED CHESSE: RBSM LLP Raises Going Concern Doubt
---------------------------------------------------
The Grilled Cheese Truck, Inc., reported a net loss of $5.61
million on $2.03 million of total revenue in 2013, compared with a
net loss of $1.92 million on $1.31 million of total revenue in
2012.
The balance sheet at March 31, 2014, showed $1.36 million in total
assets, $6.23 million in total liabilities, and a stockholders'
deficit of $4.88 million.
RBSM LLP expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has
sustained net losses and has a working capital and stockholder's
deficit.
The Company recently filed with the U.S. Securities and Exchange
Commission on May 13, 2014, an amendment to its annual report on
Form 10-K for the year ended Dec. 31, 2013. A copy of the Form
10-K/A is available http://is.gd/sNKpYD
The Grilled Cheese Truck is a food truck company serving gourmet
"chef driven" grilled cheese sandwiches. The company started in
Los Angeles in 2009, and has since expanded throughout Southern
California, Phoenix, San Antonio, and Austin.
JAMES RIVER: Wants Control of Case Thru January 2015
----------------------------------------------------
James River Coal Company and its subsidiaries ask the U.S.
Bankruptcy Court in Richmond, Virginia, to extend by 100 days (i)
the exclusive period for the Debtors to file a chapter 11 plan
from August 5, 2014 through and including November 13, 2014, and
(ii) the exclusive period for the Debtors to solicit acceptances
Thereof from October 4, 2014 through and including January 12,
2015.
The Debtors said they seek these extensions to avoid the necessity
of having to formulate a plan prematurely, and, furthermore, to
ensure that their plan is appropriately tailored to the outcome of
their ongoing strategic restructuring transaction process and
best addresses the interests of the Debtors and their employees,
creditors and estates.
On May 9, 2014, the Bankruptcy Court entered the so-called
"Strategic Transaction Bidding Procedures Order" which established
a timeline with respect to soliciting bids for the sale of all or
substantially all of the Debtors' assets or the sponsorship of a
plan of reorganization. Pursuant to the Strategic Transaction
Bidding Procedures:
* Preliminary Indications of Interest were due on
May 22, 2014;
* The deadline for submitting Bids was June 30, 2014;
* The Auction is scheduled to be held on July 8, 2014; and
* In the event the Successful Bid contemplates a sale,
the date for the Sale Hearing is currently scheduled to
be held on July 10, 2014.
The Auction and Sale hearing dates, however, have been
rescheduled, according to a July 3 notice by the Debtors' counsel.
In connection with the Strategic Transaction Bidding Procedures,
the Debtors, with the assistance of their restructuring
professionals, have actively and publicly engaged in a marketing
process for (i) the sale of all or any part of the Debtors'
businesses or (ii) a contribution of capital in connection with a
stand-alone plan of reorganization. Thus far, the Debtors have
received various Preliminary Indications of Interest from
potential strategic and financial bidders and are continuing to
make progress towards their goal of consummating a value-
maximizing restructuring transaction in the near-term.
According to the Debtors, at this early stage in their chapter 11
cases, they have already laid the groundwork for an effective
dual-track process, pursuant to which the Debtors will either
consummate a sale or stand-alone plan.
The Debtors contend that an extension of their Exclusive Periods
will maximize their flexibility to appropriately tailor an
eventual plan to whatever Successful Bid emerges from the
strategic restructuring transaction process. Therefore,
preserving the Debtors' exclusive ability to file a plan is
critically important given that the plan could take a variety of
possible forms -- including a plan of reorganization to implement
a transaction with one or more plan sponsors or a plan of
liquidation to distribute the proceeds from a sale or multiple
sales of the Debtors' assets. Thus, the Debtors will not be in a
position to file a plan until the outcome of the strategic
restructuring transaction process is determined.
The Debtors also reminded the Court that in the approximately two
and a half months since the Petition Date, the Debtors and their
advisors have also dedicated significant time and resources to,
among other things, (a) obtaining interim and final approval of an
$110 million debtor-inpossession credit facility on appropriate
terms, permitting the financing of the Debtors' operations during
these chapter 11 cases; (b) obtaining approval of various critical
"first day" and "second day" relief; (c) obtaining approval of the
Strategic Transaction Bidding Procedures to govern the strategic
restructuring transaction process; (d) engaging with potential
bidders to discuss potential strategic restructuring transactions;
(e) obtaining approval of two section 363 sales of a portion of
the Debtors' non-core assets; (f) obtaining approval of key
employee incentive and retention plans over a filed objection; (g)
beginning the process of analyzing thousands of leases and
executory contracts to identify those that are beneficial to the
Debtors' estates and seeking to reject those that are not; (h)
preparing and filing the Debtors' schedules of assets and
liabilities and statements of financial affairs; (i) participating
in the section 341 meeting of creditors and (j) addressing a
multitude of creditor, supplier and customer inquiries.
The Debtors remain hopeful that following the completion of the
strategic transaction restructuring process, the Debtors will have
greater clarity regarding whether a plan of reorganization or plan
of liquidation is best suited for these chapter 11 cases.
The Debtors added that they have been engaged with the official
committee of unsecured creditors since its appointment on all of
the material issues that have arisen in these cases and have
delivered formal and informal presentations to the Creditors'
Committee's advisors. The Creditors' Committee and its
advisors have been given access to the Debtors' financial advisors
and officers, and to substantial information, to help the
Creditors' Committee evaluate the Debtors' businesses and plans.
The Debtors also noted that the exclusivity extension aligns the
Debtors' plan filing and solicitation process with the maturity
date of the Debtors' DIP financing facility, which is January 12,
2015.
About James River
James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States. James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.
James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014. The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.
On the petition date, James River Coal disclosed total assets 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.
The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors. Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.
JAMES RIVER: Auction Moved to July 14; Sale Hearing to July 17
--------------------------------------------------------------
Henry P. (Toby) Long, III, Esq., at Hunton & Williams LLP, counsel
to James River Coal Company and its subsidiaries, notified the
Bankruptcy Court that the Debtors have determined, in their
reasonable judgment and in consultation with the DIP Agent and the
Unsecured Creditors' Committee, to adjourn the auction and the
Sale Hearing to these dates:
(a) Auction: July 14, 2014 at 10:00 a.m. (prevailing Eastern
Time), to be held at the offices of counsel to the
Debtors, Davis Polk & Wardwell LLP, 450 Lexington Avenue,
New York, New York 10017.
(b) Sale Hearing (if the Successful Bid contemplates a
Sale): July 17, 2014 at 1:00 p.m. (prevailing Eastern
Time), to be held before the Honorable Kevin R.
Huennekens, at the United States Bankruptcy Court for
the Eastern District of Virginia, 701 East Broad Street,
Room 5000, Richmond, Virginia 23219.
On May 9, 2014, the Bankruptcy Court entered the so-called
"Strategic Transaction Bidding Procedures Order" which established
a timeline with respect to soliciting bids for the sale of all or
substantially all of the Debtors' assets or the sponsorship of a
plan of reorganization. Pursuant to the Strategic Transaction
Bidding Procedures:
* Preliminary Indications of Interest were due on
May 22, 2014;
* The deadline for submitting Bids was June 30, 2014;
* The Auction is scheduled to be held on July 8, 2014; and
* In the event the Successful Bid contemplates a sale,
the date for the Sale Hearing is currently scheduled to
be held on July 10, 2014.
About James River
James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States. James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.
James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014. The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.
On the petition date, James River Coal disclosed total assets 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.
The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors. Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.
The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets. The Debtors proposed a May 22
deadline for preliminary indications of interest.
KAHN FAMILY: Plan Payments to be Funded by Sale of Real Property
----------------------------------------------------------------
Kahn Family, LLC, and Kahn Properties South, LLC, submitted to the
Bankruptcy Court an Amended Disclosure Statement explaining the
Plan of Reorganization dated June 27, 2014.
According to the Disclosure Statement, payments and distributions
under the Plan will be funded by:
1. sale of certain of the Debtor's real property at fair
market value;
2. conversion of certain unsecured claims against the Debtor
to equity in the Reorganized Debtor; and
3. cash on the Effective Date; and cash flow from continuing
operations.
As reported in the Troubled Company Reporter on March 7, 2014, the
Plan dated Dec. 20, 2013, provides for the designation and
treatment of nine classes of claims and interests in Kahn Family:
* Class 1 claim is the secured claim of Wells Fargo Bank, N.A.,
with treatment to be determined before plan confirmation.
Class 2 claims are priority unsecured claims pursuant to Sec.
507 of the Bankruptcy Code, they will be paid in full in cash
to the extent allowed.
* Classes 3 to 7 are general unsecured claims against Kahn
Family:
-- Class 3 claim of Gibraltar BB4, LLC will be addressed by
the transfer of Hunt Club Forest property.
-- Class 4 general unsecured trade and vendor claims will be
paid 20% of allowed claims in cash.
-- For Class 5 ABK Children's Trust claim, Class 6 The DKR
Children's Trust claim, and Class 7 CMSC LLC claim, debt
will be converted to equity in the reorganized company.
* No treatment has been specified for Class 8 M.B. Kahn
Construction Company claim in the plan documents.
* Class 9 equity interests in Kahn Family will be extinguished.
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.
KAHN FAMILY: Wells Fargo May Foreclose Property After Nov. 28
-------------------------------------------------------------
The Bankruptcy Court approved a consent order for relief from the
automatic stay in the Chapter 11 cases of Kahn Family, LLC, et al.
The Court ordered that the automatic stay is modified to permit
Wells Fargo Bank, N.A., to commence a foreclosure action with
respect to its security interest in the Dutch Plaza Property --
6.430 acres in Richland County, South Carolina -- and to pursue
non-bankruptcy remedies against the Dutch Plaza Property.
The title of the Dutch Plaza Property will not be transferred
by foreclosure deed prior to Nov. 28, 2014, to allow the Debtor
the opportunity to self-liquidate the Dutch Plaza Property.
Wells Fargo Bank, the Court held, has a perfected mortgage
interest and assignment of rents on the Dutch Plaza Property.
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.
LABORATORY PARTNERS: U.S. Trustee Balks at Plan Releases
--------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, objected to the
confirmation of Laboratory Partners, Inc., et al.'s Chapter 11
Plan stating that the list of parties receiving exculpation is too
broad and expansive and must be limited to only parties who served
in the capacity of estate fiduciaries.
The Trustee added that Article VII. C. of the Plan provides
exculpation for "Protected Parties". Article I.A.91 of the Plan
defines a Protected Party as any of the Debtors, the LPI Plan
Trustee, the Estates, the LPI Plan Trust, the Committee, the
Prepetition Agent, the Prepetition Arranger, the Prepetition
Lenders, the DIP Agent, the DIP Lender and the Trust Oversight
Committee and their respective Representatives of all of the
foregoing as of the Effective Date. In particular, Article VII.
C. of the Plan grants exculpation to Protected Parties.
As reported in the Troubled Company Reporter on June 5, 2014, the
Court scheduled a July 9 confirmation hearing.
The Plan provides that only the prepetition lender holding secured
claims is entitled to vote. The rest of the creditors, including
general unsecured creditors, are unimpaired, will receive nothing
under the Plan, and are not entitled to vote.
A full-text copy of the Disclosure Statement dated May 21 is
available at http://bankrupt.com/misc/MEDLABds0521.pdf
In a separate filing, the Debtors said that at the hearing, the
Court will also consider the Debtors' third motion for extension
until Oct. 21, 2014, of the time to file notices of removal of
related proceedings. As of the Petition Date, the Debtors were
party to several civil actions in various state courts. The
Debtors' original deadline to file notices of removal related the
Prepetition Actions under Bankruptcy Rule 9027 was Jan. 23, 2014,
which was extended several times.
About Laboratory Partners
Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware. In its assets, the Debtor disclosed
$43,034,702.91 in total assets and at least $132,357,067.42 (plus
unknown) in total liabilities.
The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc. Certain of the
Debtors do business as MEDLAB.
Judge Peter J. Walsh presides over the case. The Debtors are
represented by Robert J. Dehney, Esq., Derek C. Abbott, Esq.,
Andrew R. Remming, Esq., and Ann R. Fay, Esq., at Morris, Nichols,
Arsht, and Tunnell, LLP in Wilmington, Delaware; and Leo T.
Crowley, Esq., Jonathan J. Russo, Esq., and Margot Erlich, Esq.,
at Pillsbury, Winthrop, Shaw, Pittman, LLP in New York, NY. BMC
Group Inc. serves as claims and administrative agent. Duff &
Phelps Securities LLC serves as the Debtors' investment bankers.
The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.
* * *
In March 2014, the Bankruptcy Court authorized the Debtors to sell
their so-called "Talon Division," which refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups in Indiana, Illinois, and
(ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to
Laboratory Corporation of America Holdings for $10.5 million. An
auction was cancelled after the Debtors received no competing bid
during the bid deadline. The Court also authorized the Debtors to
sell certain of their assets relating to their nuclear medicine
business to Union Hospital, Inc.
In June 2014, the Debtors won Court approval to sell its long-term
care division to Amerathon LLC for a $5.5 million credit bid.
Amerathon is a joint venture between American Health Associates,
Inc., and the Debtor's prepetition senior secured lender.
The U.S. Bankruptcy Court has approved the disclosure statement
explaining Laboratory Partners, Inc.'s Chapter 11 plan and
scheduled a July 9, 2014, confirmation hearing. The Plan provides
that only the prepetition lender holding secured claims is
entitled to vote. The rest of the creditors, including general
unsecured creditors, are unimpaired, will receive nothing under
the Plan, and are not entitled to vote.
LAFAYETTE YARD: Time to Assume Energy Services Pact Extended
------------------------------------------------------------
The Bankruptcy Court approved a stipulation extending until
June 25, 2014, Lafayette Yard Community Development Corporation's
time to assume and assign or reject an energy services agreement.
The stipulation was entered among the Debtor, Edison Holdings NJ
LLC, the buyer, and Veolia Energy Trenton, L.P.
The Debtor and Veolia are parties to the energy service agreement
dated Nov. 15, 2001, as amended on March 2, 2012, whereby Veolia
operates a combined heat and power plant and district energy
system in Trenton, NJ and has sold to the Debtor hot water and
chilled water for the Debtor's operation of its hotel facilities
located in Trenton, New Jersey, known as the Lafayette Yard Hotel
and Conference Center.
Pursuant to the ESA, the Debtor was indebted to Veolia in the
amount of $242,393, inclusive of accrued finance charges, as of
the Petition Date for services and water sold and delivered to the
Debtor prior to the Petition Date after the Petition Date, the
Debtor paid to Veolia a cash security deposit in the amount of
$75,000 as adequate assurance of future payment for Veolia's
continued provision of service under the ESA, and as security for
payment of the Prepetition Claim.
The Debtor issued and filed a notice of cure amounts in connection
with the Debtor's proposed sale of its assets, wherein, inter
alia, it proposed to assume and assign the ESA with a proposed
cure amount of $205,533.
The parties resolved the motion to compel through a stipulation
and order entered by the Court on Jan. 21, 2014. The Parties
extended the 90 Day Period identified in the first stipulation (i)
from its original termination date of March 16, 2014 until May 1,
2014, by way of that certain stipulation.
As reported in the Troubled Company Reporter on Feb. 7, 2014, the
Hon. Michael B. Kaplan signed off on a stipulation and order
resolving the motion of Lafayette Yard to compel compliance with
an ESA.
The terms of the stipulation are:
1. Pursuant to the ESA, the Debtor owes Veolia $242,393
inclusive of accrued finance charges, as of the Petition
Date; and
2. Veolia will be authorized to apply the $75,000 utility
deposit to pay, in part, the prepetition claim, following
which application the prepetition claim will continue to
be an allowed claim against the Debtor and its Chapter 11
estate in the amount of $167,393.
A copy of the lease stipulation is available for free at:
http://bankrupt.com/misc/LAFAYETTEYARDleaseextstipulation.pdf
The motion to compel is deemed withdrawn.
On Dec. 12, 2013, the Debtor filed its motion for order extending
the time to assume or reject contract with Veolia and compelling
compliance under the contract pending the assumption or rejection.
The Debtor requested that the Court (i) extend its time to assume
or reject a certain energy services contract with Veolia and
compel Veolia's compliance under the contract pending the
assumption or rejection, and (ii) for an order scheduling a
hearing on shortened notice on the motion.
Veolia Energy is represented by:
GIBBONS P.C.
One Gateway Center
Newark, NJ 07102-5310
Tel: (973) 596-4500
Fax: (973) 639-6234
E-mail: dbarney@gibbonslaw.com
About Lafayette Yard
Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 13-30752) on Sept. 23,
2013. The hotel went into bankruptcy when the city of Trenton and
the state declined to continue covering losses.
The 197-room hotel opened in 2002 and needs renovation, according
to court papers. Situated on 3.7 acres, it's owned by not-for-
profit Lafayette Yard Community Development Corp. There is $29.9
million in long-term debt, including $14.4 million in tax-exempt
bonds.
The Debtor is represented by Gregory G. Johnson, Esq., at
Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.
Lafayette Yard Development Corporation $432,633 in assets and
$33,583,834 in liabilities as of the Chapter 11 filing.
The Bankruptcy Court entered an order dated April 10, 2014,
approving the Disclosure Statement dated Feb. 26, 2014, and
confirming Lafayette Yard Community Development Corporation's
First Amended Chapter 11 Plan of Liquidation.
The Amended Disclosure Statement provides for, among other things,
the change from Plan of Reorganization to Plan of Liquidation.
The U.S. Trustee has selected three creditors to serve on the
Official Committee of Unsecured Creditors.
NATROL INC: Court OKs Hiring of Epiq Bankruptcy as Claims Agent
---------------------------------------------------------------
Natrol Inc. and its debtor-affiliates sought and obtained
permission from the Hon. Brendan Linehan Shannon of the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC as claims and noticing agent, nunc pro
tunc to the June 11, 2014 petition date.
The Debtors require Epiq Bankruptcy to:
(a) prepare and serve required notices and documents in the
Chapter 11 cases in accordance with the Bankruptcy Code and
the Bankruptcy Rules in the form and manner directed by the
Debtors and the Court;
(b) maintain an official copy of the Debtors' schedules of
assets and liabilities and statement of financial affairs
listing the Debtors' known creditors and the amounts owed;
(c) maintain a list of all potential creditors, equity holders
and other parties-in-interest and a "core" mailing list
consisting of all parties described in Bankruptcy Rules
2002(i), (j), and (k) and those parties that have filed a
notice of appearance pursuant to Bankruptcy Rule 9010; and
update said lists and make said lists available upon
request by a party-in-interest or the clerk;
(d) furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and form for the
filing of a proof of claim, after such notice and form are
approved by the Court, and notify said potential creditors
of the existence, amount and classification of their
respective claims as set forth in the Schedules, which may
be affected by inclusions of such information on a
customized proof of claim form provided to potential
creditors;
(e) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail
received;
(f) for all notices, motions, orders, or other pleadings or
documents served, prepare and file, or caused to be filed,
with the Clerk an affidavit or certificate of service
within 7 business days of service;
(g) process all proofs of claim received, including those
received by the Clerk, check said processing for accuracy,
and maintain the original proofs of claim in a secure area;
(h) maintain the official claims register for each Debtor on
behalf of the Clerk, and upon the Clerk's request, provide
the Clerk with certified, duplicate unofficial Claims
Registers and specify in the Claims Registers the
information for each claim docketed;
(i) implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;
(j) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
(k) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claims to the offices of Epiq, not
less than weekly;
(l) upon completion of the docketing process for all claims
received to date of each case, turn over to the Clerk
copies of the Claims Register for the Clerk's review;
(m) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and changes to the
claims register;
(n) assist in the dissemination of information to the public
and respond to requests for administrative information
regarding the Chapter 11 cases as directed by the Debtors
or the Court, including through the use of a case website
and call center;
(o) if any or all of the Chapter 11 cases are converted to
Chapter 7, contact the Clerk within 3 days of the notice to
Epiq of entry of the order converting a case or cases;
(p) 30 days prior to the close of the Chapter 11 cases, to the
extent practicable, request that the Debtors submit to the
Court a proposed order dismissing Epiq and terminating
services of Epiq upon completion of its duties and
responsibilities and upon the closing of the Chapter 11
cases;
(q) within 7 days of notice to Epiq of entry of an order
closing the Chapter 11 cases, provide to the Court the
final version of the Claims Register as of the date
immediately before the close of the Chapter 11 cases; and
(r) at the close of the Chapter 11 cases, box and transport all
original documents, in proper format, as provided by the
Clerk, to the Federal Archives Records Administration or
any other location requested by the Clerk.
The Court authorized the Debtors to pay Epiq's fees and expenses
upon the submission by Epiq of monthly invoices to the Debtors and
their counsel describing, in reasonable detail, the services for
which compensation is sought, in accordance with the Retention
Agreement.
Prior to the petition date, the Debtors provided Epiq a retainer
of $25,000. Epiq seeks to hold the retainer under the Retention
Agreement during the Chapter 11 cases as security for the payment
of fees and expenses incurred under the Retention Agreement.
Jennifer Meyerowitz, vice president and director of Business
Development at Epiq Systems, 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.
Epiq Bankruptcy can be reached at:
Jennifer Meyerowitz
EPIQ BANKRUPTCY SOLUTIONS, LLC
757 Third Avenue, 3rd Floor
New York, NY 10017
Tel: (646) 282-2504
E-mail: jmeyerowitz@epiqsystems.com
About Natrol, Inc.
Headquartered in Chatsworth, Calif., Natrol, Inc. --
http://www.natrol.com-- is a wholly owned subsidiary of Plethico
Pharmaceuticals Limited. Plethico Pharmaceuticals Limited (BSE:
532739. BO: PLETHICO) engages in the manufacturing, marketing and
distribution of pharmaceutical and allied healthcare products
around the world. Natrol products are made in the U.S.
Established in 1980, Natrol, Inc. has been a global leader in the
nutrition industry, and a trusted manufacturer and marketer of a
superior quality of herbs and botanicals, multivitamins, specialty
and sports nutrition supplements made to support health and
wellness throughout all ages and stages of life. Natrol products
are available in health food stores, drug and grocery stores, and
mass-market retailers, and through Natrol.com and other online
retailers. Natrol distributes products nationally through more
than 54,000 retailers as well as internationally in over 40 other
countries through distribution partners.
Natrol, Inc., and its six affiliates sought bankruptcy protection
on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.). The case is
assigned to Judge Brendan Linehan Shannon. The Debtors are
represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq.,
at GIBSON, DUNN & CRUTCHER LLP, in Los Angeles, California; and
Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J.
Bambrick, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware. The Debtors' Claims and Noticing Agent is
EPIQ SYSTEMS INC.
The U.S. Trustee for Region 3 on June 19 appointed five creditors
of Natrol, Inc. to serve on the official committee of unsecured
creditors.
NATROL INC: Hires Conway Mackenzie's Jeffrey Perea as CFO
---------------------------------------------------------
Natrol Inc. and its debtor-affiliates seek authorization from the
Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware to employ Conway Mackenzie Management
Services, LLC to provide restructuring management and advisory
services and employ Jeffrey C. Perea as chief financial officer,
nunc pro tunc to the June 11, 2014 petition date.
The Debtors require the continued services of Mr. Perea and Conway
Mackenzie for the following purposes, among others:
(a) provide oversight and support to the Debtors' other
professionals in connection with restructuring efforts;
(b) provide oversight and assistance with the preparation of a
13-week cash flow forecast, evaluate short-term
liquidity requirements of the Debtors;
(c) as necessary, provide oversight and assistance with the
preparation of financial related disclosures required by
the bankruptcy court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports;
(d) as necessary, provide oversight and assistance with the
preparation of financial information for distribution to
creditors and others, including, but not limited to, cash
flow projections and budgets, cash receipts and
disbursements analysis of various asset and liability
accounts, and analysis of proposed transactions for which
Court approval is sought;
(e) participate in meetings and provide assistance to potential
investors, potential lenders, any official committee(s)
appointed in the case, the U.S. Trustee, other parties in
interest and professionals hired by the same, as requested;
(f) evaluate and make recommendations in connection with
strategic alternatives as needed to maximize the value of
the Debtors;
(g) provide oversight and assistance with the preparation of
analysis of creditor claims by type, entity, and/or
individual claim, including assistance with the development
of databases, as necessary, to track such claims;
(h) provide oversight and assistance with the evaluation and
analysis of avoidance actions, including, fraudulent
conveyances and preferential transfers, if necessary;
(i) provide testimony in litigation/bankruptcy matters as
needed;
(j) evaluate the cash flow generation capabilities of the
Debtors for valuation maximization opportunities;
(k) provide oversight and assistance in connection with
communications and negotiations with constituents including
trade vendors, investors and other critical constituents to
the successful execution of the Debtors' near-term business
plan;
(l) assist in development of a plan of reorganization and in
the preparation of information and analysis necessary for
the confirmation of a plan in these Chapter 11 proceedings;
and
(m) perform other tasks as agreed to among CMS, the Debtors
and counsel to the Debtors.
Conway Mackenzie will bill on an hourly basis based on the actual
hours worked pursuant to current hourly billing rates which range
from $130 for a paraprofessional to $695 for a senior managing
director. The current Temporary Staff assigned to this matter and
their hourly rates are as follows:
Jeffrey C. Perea, Chief Financial Officer $535
Matthew D. Sedigh, Restructuring Manager $450
Conway Mackenzie will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Prior to the petition date, Conway Mackenzie received a retainer
of $200,000 from the Debtors.
Jeffrey C. Perea assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.
The Court for the District of Delaware will hold a hearing on the
application on July 18, 2014, at 11:00 a.m. Objections, if any,
are due July 11, 2014, at 4:00 p.m.
Conway Mackenzie can be reached at:
Jeffrey C. Perea
CONWAY MACKENZIE MANAGEMENT SERVICES, LLC
333 South Hope Street, Suite 3625
Los Angeles, CA 90071
Tel: (213) 416-6200
E-mail: JPerea@ConwayMacKenzie.com
About Natrol, Inc.
Headquartered in Chatsworth, Calif., Natrol, Inc. --
http://www.natrol.com-- is a wholly owned subsidiary of Plethico
Pharmaceuticals Limited. Plethico Pharmaceuticals Limited (BSE:
532739. BO: PLETHICO) engages in the manufacturing, marketing and
distribution of pharmaceutical and allied healthcare products
around the world. Natrol products are made in the U.S.
Established in 1980, Natrol, Inc. has been a global leader in the
nutrition industry, and a trusted manufacturer and marketer of a
superior quality of herbs and botanicals, multivitamins, specialty
and sports nutrition supplements made to support health and
wellness throughout all ages and stages of life. Natrol products
are available in health food stores, drug and grocery stores, and
mass-market retailers, and through Natrol.com and other online
retailers. Natrol distributes products nationally through more
than 54,000 retailers as well as internationally in over 40 other
countries through distribution partners.
Natrol, Inc., and its six affiliates sought bankruptcy protection
on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.). The case is
assigned to Judge Brendan Linehan Shannon. The Debtors are
represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq.,
at GIBSON, DUNN & CRUTCHER LLP, in Los Angeles, California; and
Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J.
Bambrick, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware. The Debtors' Claims and Noticing Agent is
EPIQ SYSTEMS INC.
The U.S. Trustee for Region 3 on June 19 appointed five creditors
of Natrol, Inc. to serve on the official committee of unsecured
creditors.
NAUTILUS HOLDINGS: Employs Skadden Arps as Bankruptcy Counsel
-------------------------------------------------------------
Nautilus Holdings Limited, et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Skadden, Arps, Slate, Meagher & Flom LLP as counsel to render the
following services:
(a) advise the Debtors with respect to their powers and duties
as debtors and debtors in possession in the continued
management and operation of their businesses and
properties;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and
consult on the conduct of the cases, including all of the
legal and administrative requirements of operating in
Chapter 11;
(c) take all necessary actions to protect and preserve the
Debtors' estates, including the prosecution of actions on
the Debtors' behalf, the defense of actions commenced
against the Debtors' estates, negotiations concerning
litigation in which the Debtors may be involved, and
objections to claims filed against the Debtors' estates;
(d) prepare on behalf of the Debtors all motions, applications,
answers, orders, reports, and papers necessary to the
administration of the estates;
(e) negotiate and prepare on the Debtors' behalf plan of
reorganization, disclosure statement and all related
agreements and/or documents and take any necessary action
on behalf of the Debtors to obtain confirmation of the
plan;
(f) advise the Debtors in connection with any sale of assets;
(g) appear before the Court, any appellate courts, and the
United States Trustee, and protect the interests of the
Debtors' estates before courts and the United States
Trustee; and
(h) perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection
with the Chapter 11 Cases.
The Debtors and Skadden, Arps have agreed that the following
hourly fee structure will apply to these cases: $370 to $830 for
associates, $850 to $975 for counsel, and $860 to $1,275 for
partners. Consistent with the firm's policy with respect to its
other clients, Skadden, Arps will continue to charge the Debtors
for all other services provided and for other charges and
disbursements incurred in the rendition of services.
Prior to the Petition Date, the Debtors paid retainers in the
total amount of $1,200,000 for professional services rendered or
to be rendered and expenses incurred or to be incurred by Skadden,
Arps on behalf of the Debtors. Since the commencement of Skadden,
Arps' retention by the Debtors, the total aggregate amount of fees
earned and expenses incurred by the firm was approximately
$2,519,425. Skadden, Arps had approximately $500,000 remaining in
the Retainer as of the Petition Date.
Jay M. Goffman, Esq., a member of the firm of 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. Mr. Goffman, however,
discloses that Skadden, Arps currently represents or formerly
represented the following of the Debtors' 30 largest unsecured
creditors, or entities or individuals that are affiliates of these
creditors, in matters unrelated to the Debtors, the Debtors'
Chapter 11 Cases, or these creditors' claims against the Debtors:
Mitsui Engineering & Shipbuilding Asia Pte., Ltd.; MAN Diesel &
Turbo; Wilhelmsen Ships Service Ltd. (Hong Kong); and GEA
Westfalia Separator (China) Ltd.
In connection with the U.S. Trustee's revised guidelines for
reviewing applications for compensation and reimbursement of
expenses, Mr. Goffman says his firm did not agree to any variation
from, or alternatives to, its standard or customary billing
arrangements for the engagement, and none of its professionals
varied their rate based on the geographic location of the
bankruptcy case.
Nautilus Holdings No. 2 Limited and its subsidiaries filed bare-
bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case No.
14-22884) in White Plains, New York, on June 23, 2014. The
Hamilton, Bermuda-based company estimated $100 million to $500
million in assets and debt. Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock. Nautilus has tapped
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel,
and AP Services, LLC, as financial advisor.
NAUTILUS HOLDINGS: Names James Mesterharm as CRO
------------------------------------------------
Nautilus Holdings Limited, et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
AP Services, LLC, to provide interim management and restructuring
services, and designate James A. Mesterharm as chief restructuring
officer.
Working collaboratively with the Debtors and their other
professionals, Mr. Mesterharm will assist the Debtors in
evaluating and implementing strategic and tactical options through
the restructuring process. Specifically, Mr. Mesterharm and the
Temporary Staff will render the following interim management and
restructuring services:
(a) Assist in preparing for and filing bankruptcy petitions,
coordinating and providing administrative support for the
Chapter 11 Cases and developing a plan of reorganization or
other appropriate case resolution, if necessary.
(b) Provide assistance to management in connection with the
Debtors' development of their revised business plan, and
other related forecasts as may be required by the secured
lenders in connection with negotiations or by the Debtors
for other corporate purposes.
(c) Assist management of the Debtors in the design and
implementation of a restructuring strategy designed to
maximize enterprise value, taking into account the unique
interests of all constituencies.
(d) Assist the Debtors and their professionals specifically
assigned to sourcing, negotiating and implementing any
financing, including debtor-in-possession and exit
financing facilities, in conjunction with a plan of
reorganization and the overall restructuring.
(e) Assist the Debtors and their professionals with various
motions and pleadings to be filed in the Chapter 11 Cases,
and render testimony, as requested from time to time and as
mutually agreed, regarding any of the matters to which APS
is providing services.
(f) Assist in managing the "working group" of professionals who
are assisting the Debtors in the reorganization process or
who are working for the Debtors' various stakeholders to
improve coordination of their effort and individual work
product to be consistent with the Debtors' overall
restructuring goals, including obtaining and presenting
information required by parties in interest in the Chapter
11 Cases, such as any official committees appointed by the
Court.
(g) Provide assistance to the financial function including,
without limitation, assisting the Debtors in (i)
strengthening the core competencies in the finance
organization, particularly cash management, planning,
general accounting and financial reporting information
management and (ii) formulation and negotiation with
respect to a plan of reorganization.
(h) Work with the Debtors to further identify and implement
both short-term and long-term liquidity generating
initiatives.
(i) Assist with the preparation of the statement of affairs,
schedules, monthly operating reports and other regular
reports required by the Court and in contract rejection
analysis as well as evaluating proofs of claim, scheduled
liabilities, liabilities recorded on the Debtors' books and
records and other available claims and liability
information.
(j) Assist the Debtors with the analysis and negotiation of the
divestiture of any non-core assets or business lines.
(h) Assist with such other matters as may be requested that
fall within APS' expertise and that are mutually agreeable.
APS will be compensated for its services and reimbursed for the
out-of-pocket expenses it incurs in accordance with its customary
billing practices. The current standard hourly rates for 2014
charged by APS in respect of the professionals anticipated to be
assigned to the Chapter 11 Cases 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, the standard hourly rates of Mr. Mesterharm and the
Temporary Staff are as follows:
James A. Mesterharm jmesterharm@alixpartners.com $990
Albert Stein astein@alixpartners.com $875
Brad Hunter bhunter@alixpartners.com $765
Raymond Adams radams@alixpartners.com $665
Jeffrey Ivester $335
Catherine Chak $540
Georges-Alex Ancenys $435
The Debtors and APS agree that APS will earn a Success Fee,
payable upon consummation of a transaction or series of related or
unrelated Transactions, or the effective date of a plan of
reorganization, of US$150,000 per vessel for each vessel affected
in connection with any Transaction. APS will be entitled to a
minimum Success Fee after giving effect to any credits of $1
million.
According to AlixPartners, LLP's books and records, during the 90
day period prior to the Petition Date, AlixPartners received
approximately $1,753,885 from the Debtors for professional
services performed and expenses incurred. AlixPartners' current
estimate is that it has received unapplied advance payments from
the Debtors in excess of prepetition billings in the amount of
$300,000.
Mr. Mesterharm, a managing director of AlixPartners, LLP, and an
authorized representative of AP Services, 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.
Mr. Mesterharm, however, discloses, among other things, that funds
managed by subsidiaries of CVC Capital Partners SICAV-FIS S.A., a
private equity and investment advisory firm, own a controlling
stake in AP Holdings, the parent of AlixPartners. Mr. Mesterharm
adds that Reminiscent Ventures S.A., a significant shareholder of
the Debtors, is a former AlixPartners client.
Nautilus Holdings No. 2 Limited and its subsidiaries filed bare-
bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case No.
14-22884) in White Plains, New York, on June 23, 2014. The
Hamilton, Bermuda-based company estimated $100 million to $500
million in assets and debt. Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock. Nautilus has tapped
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel,
and AP Services, LLC, as financial advisor.
NAUTILUS HOLDINGS: Can Hire Epiq as Claims & Noticing Agent
-----------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorized Nautilus Holdings Limited, et al.,
to employ Epiq Bankruptcy Solutions, LLC, as notice and claims
agent to, among other things, (a) distribute required notice to
parties in interest, (b) receive, maintain, docket, and otherwise
administer the proofs of claim filed in the Debtors' Chapter 11
Cases, and (c) provide such other administrative services?as
required by the Debtors that would fall within the purview of
services to be provided by the Clerk's Office.
For its claims and noticing services, Epiq charges the following:
Clerical/Administration Support $30-$45
Case Manager $50-$80
IT/Programming $70-$130
Senior Case Manager $85-$130
Director of Case Management $145-$195
Case Analyst $65-$110
Consultant/Senior Consultant $145-$190
Director/Vice President Consulting $200
Communications Counselor $225
Executive Vice President $225
Pending before the Court for approval is the Debtors' request for
authority to employ Epiq as administrative agent to:
(a) Assist with, among other things, solicitation, balloting,
tabulation, and calculation of votes, as well as preparing
any appropriate reports, as required in furtherance of
confirmation of a plan of reorganization;
(b) Generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results;
(c) Gather data in conjunction with the preparation, and assist
with the preparation, of the Debtors' schedules of assets
and liabilities and statements of financial affairs;
(d) Generate, provide and assist with claims reports, claims
objections, exhibits, claims reconciliation, and related
matters; and
(e) Provide other claims processing, noticing, solicitation,
balloting, distributions, and other administrative
services.
Prior to the Petition Date, Epiq received a retainer of $15,000
from the Debtors that was replenished as appropriate.
Kate Mailloux, a Director, Consulting Services of Epiq Bankruptcy
Solutions, LLC, assures the Court that her 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.
Nautilus Holdings No. 2 Limited and its subsidiaries filed bare-
bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case No.
14-22884) in White Plains, New York, on June 23, 2014. The
Hamilton, Bermuda-based company estimated $100 million to $500
million in assets and debt. Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock. Nautilus has tapped
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel,
and AP Services, LLC, as financial advisor.
NAUTILUS HOLDINGS: Given Until Aug. 6 to File Schedules
-------------------------------------------------------
Nautilus Holdings Limited, et al., sought and obtained from the
U.S. Bankruptcy Court for the Southern District of New York
extension of the time by which they have to file their schedules
of assets and liabilities, schedules of current income and current
expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.
The Court gave the Debtors until Aug. 6, 2014, to file their
Schedules and Statements.
In support of their extension request, the Debtors state, "Given
the substantial burdens already imposed on the Debtors' management
by the commencement of these Chapter 11 Cases, the limited number
of employees available to collect the information, the competing
demands upon such employees, and the time and attention the
Debtors must devote to the restructuring process, the Debtors
submit that "cause" exists to extend the current deadline by
thirty (30) days, until forty-four (44) days after the Petition
Date (the "Extended Filing Deadline"). The requested extension
will enhance the accuracy of the Statements and Schedules when
filed and help avoid the potential necessity of substantial
subsequent amendments. No party in interest will be prejudiced by
the requested extension of time to file the Schedules and
Statements. The Debtors request such an extension without
prejudice to their rights to seek further extensions or waivers
from this Court."
Nautilus Holdings No. 2 Limited and its subsidiaries filed bare-
bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case No.
14-22884) in White Plains, New York, on June 23, 2014. The
Hamilton, Bermuda-based company estimated $100 million to $500
million in assets and debt. Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock. Nautilus has tapped
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel,
and AP Services, LLC, as financial advisor.
NAUTILUS HOLDINGS: Has Interim OK to Pay Critical Vendors' Claims
-----------------------------------------------------------------
Nautilus Holdings Limited, et al., sought and obtained interim
authority from the U.S. Bankruptcy Court for the Southern District
of New York to pay prepetition claims filed by critical vendors in
an amount not to exceed $5.3 million.
The Vendors supply the goods, materials, and services, for each of
the Debtors' vessels. The Vendors include, for the most part,
vendors and suppliers outside the United States, and those who may
be able to assert maritime liens on the Vessels for work and other
services they have provided for the Vessels' benefit. Given the
fact that most of the Debtors' operations are conducted outside of
the United States, that vendor costs are necessary to the
continuation of the Debtors' business, and that maritime vendors
are almost always entitled to arrest or to assert maritime liens
if they are not timely paid, the payments sought to be authorized
by the Motion encompass all of the Debtors' payables that are paid
in the ordinary course, the Debtors state in court papers.
The final hearing on the motion will be on July 11, 2014, at 10:00
a.m. (prevailing Eastern time).
Nautilus Holdings No. 2 Limited and its subsidiaries filed bare-
bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case No.
14-22884) in White Plains, New York, on June 23, 2014. The
Hamilton, Bermuda-based company estimated $100 million to $500
million in assets and debt. Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock. Nautilus has tapped
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel,
and AP Services, LLC, as financial advisor.
NAUTILUS HOLDINGS: Court Issues Ch. 11 Stay Order
-------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York issued an order in the Chapter 11 cases of
Nautilus Holdings Limited, et al., providing that all persons are
stayed, restrained, and enjoined from, among other things, taking
any action to obtain possession of property of the Debtors' assets
wherever located or to exercise control over property of the
estates, wherever located. The order also prohibits any person
from taking any action to create, perfect, or enforce any lien
against property of the Debtors' estates.
The Debtors sought the order to help them protect their assets
from improper actions, particularly by unwitting parties in
foreign jurisdictions who are not familiar with the Bankruptcy
Code or its protections and who might otherwise violate those
sections.
Nautilus Holdings No. 2 Limited and its subsidiaries filed bare-
bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case No.
14-22884) in White Plains, New York, on June 23, 2014. The
Hamilton, Bermuda-based company estimated $100 million to $500
million in assets and debt. Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock. Nautilus has tapped
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel,
and AP Services, LLC, as financial advisor.
NOBLE LOGISTICS: Court Okays $575,000 in Incentive Payments
-----------------------------------------------------------
The Bankruptcy Court has entered an order approving a key employee
incentive plan; and authorizing Noble Logistics, Inc., et al., to
make payments to participants in accordance with the incentive
plan up to an aggregate amount of $575,000.
All payments will be allowed administrative expenses of the
Debtors' estates under Bankruptcy Code Section 503(b) for all
purposes in the Chapter 11 cases under the Bankruptcy Code to
which these cases maybe converted.
As reported in the Troubled Company Reporter on April 14, 2014,
according to the Debtors, they commenced the Chapter 11 cases to
effectuate a sale transaction of substantially all of their assets
to NDLI Acquisition, Inc., the proposed stalking horse bidder.
The proposed purchase intends to assume the employment agreements
of the Debtor's key management and executives. Other persons or
entities submitting qualified bids might, however, choose not to
assume the employment agreements. Thus, to fully incentivize the
participants, the Debtors designed a limited incentive plan that
rewards those persons most critical to the sale process by paying
them with bonuses in certain limited circumstances.
The maximum aggregate amount of the incentive bonuses to be made
under the incentive plan is approximately $575,000; however, it is
very unlikely that all or even most of the incentive bonuses will
actually be paid.
A copy of the incentive plan is available for free at
http://bankrupt.com/misc/NOBLELOGISTICS_keyemployeeplan.pdf
About Noble Logistics, Inc.
Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware. Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor. The Debtor estimated $10 million
to $50 million in both assets and liabilities.
On March 24, 2014, Roberta A. DeAngelis, U.S. Trustee Region 3,
notified the Bankruptcy Court that she has been unable to appoint
a creditors committee in the Debtors' Chapter 11 cases due to
insufficient response to the Trustee's communication/contact for
service on the committee.
PALM BEACH BREWERY: Brewzzi at CityPlace Fails to Pay Rent, Closed
------------------------------------------------------------------
Palm Beach Brewery Associates, Ltd. and Palm Beach Brewery
Associates, Inc., in Boca Raton, Florida, filed for Chapter 11
bankruptcy (Bankr. S.D. Fla. Case Nos. 14-24148 and 14-24149) on
June 20, 2014, in West Palm Beach.
On June 25, affiliates Glades Brewery Partners, Ltd., and Glades
Brewery, Inc. filed separate Chapter 11 petitions (Bankr. S.D.
Fla. Case Nos. 14-24492 and 14-24493).
Palm Beach Brewery Associates LTD., owns the Brewzzi at CityPlace
in West Palm Beach. Glades Brewery Partners LTD., owns the
Brewzzi on Glades Road in Boca Raton.
Judge Erik P. Kimball presides over the cases. Tarek K Kiem,
Esq., and Kenneth S Rappaport, Esq., at Rappaport Osborne &
Rappaport PL, serve as the Debtors' counsel.
Each debtor estimated $1 million to $10 million in both assets and
debts. The petitions were signed by Morris L. Stoltz, sole
stockholder, Palm Beach Brewery Assoc Inc, GP.
Miriam Valverde, writing for the South Florida Sun Sentinel,
reported that the brewpub in Boca remains open, and the West Palm
location -- forced to close for falling behind on rent -- hopes to
reopen soon. Specifically, the report said the CityPlace brewpub
closed July 2. CityPlace says it closed because it failed to pay
rent.
"It's an unfortunate situation and one that CityPlace worked hard
to avoid," CityPlace management said in a statement, according to
the report.
The report noted that Archie Stoltz, Brewzzi's director of
marketing, said the business is appealing to get the CityPlace
restaurant reopened as early as this week. "We are pretty
confident our appeal will be successful," he said. "They are
making it seem like this has been happening over time. This is due
to a single month's rent" -- $56,000 for June, he said.
The report further noted that Palm Beach Brewery Associates listed
debt that includes $1.7 million owed to Florida Community Bank and
an estimated $650,000 in unsecured claims. Its assets are valued
at $2.5 million, according to court filings.
Glades Brewery Partners has $3 million in debt, including
$2 million owed to Florida Community Bank and $900,000 in
unsecured claims. Its assets are estimated at $3 million.
"The Boca location would not be in Chapter 11 if we didn't feel we
needed to protect ourselves," Mr. Stoltz said, according ot the
Sun Sentinel. "We do believe the stores are worth in excess of $3
million each. That's why we are fighting so hard for them."
PARMALAT SPA: Creditor Suit v. Grant Thornton Reinstated Again
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Chicago resuscitated a
moribund lawsuit brought 10 years ago against accounting firm
Grant Thornton LLP by the foreign representative of Parmalat SpA,
the Italian diary giant that reorganized following an accounting
scandal.
According to the report, originally filed for $10 billion, the
suit has now been brought back from the dead twice, on both
occasions by federal circuit courts of appeal after the suit had
been dismissed by different U.S. district judges. While handing
down his decision on June 25 for the U.S. Court of Appeals in
Chicago, Circuit Judge Richard A. Posner made important rulings on
several abstruse issues of bankruptcy law, Mr. Rochelle said. His
ruling gives Parmalat creditors hope of additional recoveries to
compensate them for losses resulting from the company's accounting
fraud, the report further related.
About Parmalat S.p.A.
Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months. It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.
Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003. Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases. The Parma Court declared the units insolvent.
On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).
Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, represented the U.S. Debtors. When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts. The U.S. Debtors emerged from bankruptcy on
April 13, 2005.
Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands. Gordon I. MacRae and
James Cleaver of Kroll (Cayman) Ltd. were appointed liquidators
in the cases. On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362). Gregory M.
Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard
I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph,
represented the Finance Companies in the Sec. 304 case.
The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases. In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.
PHILLIPS INVESTMENTS: Wants to Use East West Bank Cash Collateral
-----------------------------------------------------------------
Phillips Investments, LLC, seeks the Bankruptcy Court's authority
to use cash collateral of East West Bank in accordance with a
proposed budget.
Phillips Investments owns several parcels of improved commercial
real estate from which it operates two retail shopping centers.
East West made certain loans to Phillips Investments on which it
may assert liens and security interest in the properties.
Ashley R. Ray, Esq., at Scroggins & Williamson, P.C., in Atlanta,
Georgia, explains that Phillips Investments' use of cash
collateral is essential to the continued operation of its
business, to maintain the value of its properties and for an
effective reorganization.
Ms. Ray points out that the rents and monthly fees received from
tenants represent Phillips Investments' sole source of income and
it must maintain its properties and meet obligations to tenants.
Without the authority to use cash collateral, the properties may
fall into disrepair and the tenants may terminate their leases or
assert claims against the estate.
Ms. Ray assures the Court that Phillips Investments does not
intend to use cash collateral to pay any amounts due before it
filed from bankruptcy without further order of the Court.
Phillips Investments is willing to provide adequate protection for
the use of cash collateral:
(a) East West will be given a replacement lien in postpetition
accounts receivable and proceeds thereof to the extent the
prepetition lien is a valid, properly perfected and
enforceable interest; and
(b) Cash collateral may only be used for items set forth in a
budget to be approved by the Court.
Phillips Investments is represented by:
J. Robert Williamson, Esq.
Ashley Reynolds Ray, Esq.
SCROGGINS & WILLIAMSON, P.C.
1500 Candler Building
127 Peachtree Street, NE
Atlanta, GA 30303
Tel: (404) 893-3880
Fax: (404) 893-3886
E-mail: rwilliamson@swlawfirm.com
aray@swlawfirm.com
Phillips Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014. Ly Phillips
signed the petition as managing member. The Debtor estimated
assets and liabilities of between $10 million to $50 million.
Scroggins & Williamson, P.C., serves as the Debtor's counsel.
Judge Mary Grace Diehl presides over the case.
PLYMOUTH OIL: Asks Court to Enforce Stay Against Prairie Sun
------------------------------------------------------------
Plymouth Oil Company, LLC, on May 23, 2013, filed an adversary
action in its bankruptcy case against Plymouth Energy, LLC, which
is currently pending.
The lawsuit includes counts for breach of contract, fraudulent
transfer avoidance and preferential transfer avoidance, among
other things. No trial date has been set but significant discovery
has been conducted. Settlement discussions between Plymouth Energy
and Plymouth Oil are currently ongoing.
In 2009, Plymouth Oil executed notes and security agreements to
the benefit of Ryan Lake, Steve Vande Brake, Arlon Sandbulte, Dirk
Dorn and Iowa Corn Opportunities, LLC. In 2013, the Bankruptcy
Court granted the request of the lenders to lift the automatic
stay on Plymouth Oil's primary asset, a corn oil plant.
After the automatic stay was lifted, the lenders reinstated
foreclosure proceedings. A decree of foreclosure was entered and
the sale of the plant was conducted by the Sheriff of Plymouth
County, Iowa on April 15, 2014.
Prairie Sun Foods, LLC, was the winning bidder at the foreclosure
sale of the plant with a credit bid and, therefore, now holds
title to the plant. Prairie Sun claims that the lawsuit is part
of its collateral acquired through the purchase of the lenders'
loans.
Bradley R. Kruse, Esq., at Brown, Winick, Graves, Gross,
Baskerville and Schoenebaum, PLC, in Des Moines, Iowa, argues that
the language contained in the security agreements and UCC filings,
which Prairie Sun has purchased, does not create a valid and
perfected security interest in the lawsuit. The lawsuit is not
part of Prairie Sun's collateral purchased from the lenders, he
asserts.
Accordingly, Plymouth Oil asks the Court to:
(a) hold Prairie Sun in civil contempt for having violated the
automatic stay of Section 362 of the Bankruptcy Code;
(b) direct Prairie Sun to cure the contempt by immediately
dismissing and withdrawing the notification which seeks to
sell the lawsuit at auction; and
(c) assess appropriate sanctions for Prairie Sun's civil
contempt.
In its complaint against Prairie Sun, Plymouth Oil asks the Court
to determine the validity, extent and priority of the parties'
interest in the lawsuit, particularly to declare that Prairie Sun
has no valid lien or ownership interest in the lawsuit.
Plymouth Oil is represented by:
Bradley R. Kruse
BROWN, WINICK, GRAVES, GROSS, BASKERVILLE AND SCHOENEBAUM, PLC
666 Grand Avenue, Suite 2000
Des Moines, IA 50309-2510
Telephone: 515-242-2460
Facsimile: 515-323-8560
E-mail: brk@brownwinick.com
About Plymouth Oil
Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012. In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.
Plymouth Oil -- http://www.plymouthoil.com-- owned a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.
Founded by local investors, Plymouth Oil Company, started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil. The plant was capable of pumping out 90 tons of corn
oil each day and about 300 tons of DCGM (defatted corn germ meal)
daily, which is used for hog, poultry and dairy feed. The plant
was later shut down.
Bankruptcy Judge Thad J. Collins presides over the case. Bradley
R. Kruse, Esq., and Adam J. Freed, Esq., at Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., represent the Debtor
as counsel. The petition was signed by David P. Hoffman,
president.
Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.
On Oct. 28, 2013, the Bankruptcy Court denied confirmation of
the Debtor's Chapter 11 plan and allowed secured lenders owed
$8.3 million on a bridge loan to foreclose. A copy of the Plan
is available at http://bankrupt.com/misc/plymouthoil.doc120.pdf
PREMIER PAVING: Court Approves Settlement with OnPointe
-------------------------------------------------------
The Bankruptcy Court approves a settlement agreement between
OnPointe Financial Valuation Group LLC and Premier Paving, Inc.
OnPointe was hired by the official committee of unsecured
creditors to provide assistance in evaluating the Premier Paving's
financial documents, analyzing plan issues including financial
projections and plan feasibility. OnPointe's employment was Court
approved nunc pro tunc to November 19, 2012.
On September 16, 2013, the committee filed on behalf of OnPointe a
request to modify fee cap and OnPointe's final application for
allowance of compensation.
The final fee application was approved by the Court on
November 14, 2013. Premier Paving was to pay $29,390 to OnPointe
for its fees and costs which is the amount remaining to be paid
after a previous draw-down of a retainer held by OnPointe.
OnPointe filed on December 6, 2013 a request to compel Premier
Paving to comply with the Court order.
OnPointe and Premier Paving have been engaged in negotiations to
have the Court awarded fees paid. As a result, the parties have
entered into a settlement agreement, which satisfies the
obligation of Premier Paving, the confirmed Chapter 11 plan and
confirmation order, and the Bankruptcy Code.
The settlement agreement provides for payment of $31,000 according
to this payment schedule:
(a) $1,500 by May 22, 2014;
(b) $6,000 by June 10, 2014;
(c) $7,500 by July 10, 2014; and
(d) $16,000 by July 31, 2014.
OnPointe is represented by:
David M. Rich, Esq.
650 S. Cherry Street, Suite 1100
Denver, CO 80246-1801
Tel: (303) 376-6020
Fax: (303) 320-6330
E-mail: drich@minorbrown.com
Premier Paving is represented by:
Aaron A. Garber, Esq.
1660 Lincoln Street, Suite 1850
Denver, CO 80264
Tel: (303) 832-2400
Fax: (303) 832-1510
E-mail: aag@kutnerlaw.com
About Premier Paving
Headquartered in Denver, Colorado Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control. Premier Paving also owns and operates an asphalt
plant.
Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012. Judge Michael E. Romero
presides over the case. In its petition, the Debtor estimated up
to $50 million in assets and debts. The petition was signed by
David Goold, treasurer.
Lee M. Kutner, Esq., at Kutner Miller Brinen, P.C., serves as the
Debtor's counsel. Pinnacle Real Estate Advisors LLC provides
professional broker services related to the sale of certain of the
Debtor's real estate assets. The Official Unsecured Creditors
Committee is represented by J. Brian Fletcher, Esq., at Onsager,
Staelin & Guyerson, LLC.
PSL-NORTH AMERICA: Hires Richards Layton as Counsel
---------------------------------------------------
PSL - North America LLC and PSL USA INC seek authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Richards, Layton & Finger, P.A. as counsel, nunc pro tunc to the
June 16, 2014 petition date.
The Debtors require Richards Layton to:
(a) prepare all necessary petitions, motions, applications,
orders, reports, and papers necessary to commence the
Chapter 11 cases;
(b) advise the Debtors of their rights, powers, and duties as
debtors and debtors in possession under Chapter 11 of the
Bankruptcy Code;
(c) prepare on behalf of the Debtors all motions, applications,
answers, orders, reports, and papers in connection with the
administration of the Debtors' estates;
(d) take action to protect and preserve the Debtors' estates,
including the prosecution of actions on the Debtors'
behalf, the defense of actions commenced against the
Debtors in the Chapter 11 Cases, the negotiation of
disputes in which the Debtors are involved, and the
preparation of objections to claims filed against the
Debtors;
(e) assist the Debtors with the sale of any of their assets
pursuant to section 363 of the Bankruptcy Code;
(f) prepare the Debtors' disclosure statement and any related
motions, pleadings, or other documents necessary to solicit
votes on the Debtors' plan of reorganization;
(g) prepare the Debtors' plan of reorganization;
(h) prosecute on behalf of the Debtors, any proposed Chapter 11
plan and seek approval of all transactions contemplated
therein and in any amendments thereto; and
(i) perform all other necessary legal services in connection
with the Chapter 11 Cases.
Richards Layton will be paid at these hourly rates:
Partners $560 - $800
Counsel $490
Associates $250 - $465
Paraprofessionals $235
John H. Knight $700
Paul N. Heath $625
Tyler D. Semmelman $415
Amanda R. Steele $390
William A. Romanowicz $340
Ann Jerominski $235
Richards Layton will also be reimbursed for reasonable out-of-
pocket expenses incurred.
John H. Knight, director of Richards Layton, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.
The Court for the District of Delaware will hold a hearing on the
application on July 14, 2014, at 11:00 a.m. Objections, if any,
are due July 7, 2014, at 4:00 p.m.
Richards Layton can be reached at:
John H. Knight, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7512
Fax: (302) 498-7512
E-mail: knight@rlf.com
About PSL-North America
Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes. The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years. The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.
On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code. The
Debtors' cases have been assigned to Judge Peter J. Walsh.
The Debtors are seeking to have their cases jointly administered
for procedural purposes.
PSL-North America estimated $50 million to $100 million in assets
and $100 million to $500 million in debt in the bankruptcy
petition. As of the Petition Date, the company had total
outstanding debt obligations of $130 million, according to a court
filing.
The Debtors have tapped Richards Layton & Finger, P.A., as
counsel. Epiq Bankruptcy Solutions serves as claims agent.
PSL-NORTH AMERICA: Taps Duff & Phelps as Investment Banker
----------------------------------------------------------
PSL - North America LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Duff & Phelps Securities, LLC as investment
banker and financial advisor, nunc pro tunc to June 16, 2014
petition date.
At the Debtors' request, Duff & Phelps will provide the Debtors
with the following services (the "M&A Services") in connection
with a possible sale of the Debtors' assets:
(a) review and analyze the financial and operating statements
of the Debtors;
(b) review and analyze the Debtors' financial projections;
(c) assist the Debtors in evaluating, structuring, negotiating
and implementing the terms (including pricing) and
conditions of any sale;
(d) assist the Debtors in preparing descriptive material to be
provided to potential parties to a sale;
(e) prepare a lists of potential purchasers and present it to
the Debtors;
(f) with the assistance of the Debtors, prepare a teaser and a
confidential information memorandum and a summary which
will be discussed with and approved by the Debtors;
(g) contact potential purchasers to solicit their interest in a
sale and to provide them with the confidential information
memorandum under a confidential disclosure agreement which
has been approved by the Debtors;
(h) participate in due diligence visits, meetings and
consultations between the Debtors and interested potential
purchasers and coordinate distribution of all information
related to a sale with such parties;
(i) assist the Debtors in evaluating offers, indications of
interest, and definitive contracts; and
(j) otherwise assist the Debtors, their attorneys and
accountants, as necessary, through closing on a best
efforts basis.
Additionally, Duff & Phelps, in its capacity as financial advisor,
will advise and assist the Debtors' management with the following
services (the "FA Services"):
(a) review, or prepare, a 13-week financial projection;
(b) review and monitor the Debtors' 13-week and longer term
liquidity, including monitoring of the Debtors' weekly cash
flows and preparation of a weekly variance report comparing
the Debtors' actual to budgeted results;
(c) work with the Debtors and their senior management to
identify and implement short-term and long-term liquidity
generating initiatives;
(d) assist the Debtors in evaluating and implementing financial
and strategic alternatives;
(e) work with the Debtors and their senior management to
oversee operations of the Debtors through execution of any
selected course of action;
(f) advise and assist the Debtors' management in their
preparation of financial information that may be required
by the Court and the Debtors' creditors and other
stakeholders, and in coordinating communications with the
parties in interest and their respective advisors;
(g) advise on and challenge management's assumptions and
amounts to be included in the Debtors' business plans, cash
flow forecasts and financial projections. Such business
plans, cash flow forecasts and financial projections will
be the responsibility of and be prepared by the management
of the Debtors;
(h) advise and assist the Debtors' management and counsel in
preparing for, meeting with and presenting information to
parties-in-interest and their respective advisors; and
(i) advise and assist management in its development of the
Debtors' hypothetical liquidation analysis for purposes of
its plan of reorganization, by advising on and challenging
management's assumptions and amounts to be included in the
Debtors' hypothetical liquidation analysis. Such
hypothetical liquidation analysis, including all
assumptions, will be the responsibility of and be prepared
by management of the Debtors.
As compensation for the M&A Services contemplated by the
Engagement Letter, Duff & Phelps requests the following payment
amounts pursuant to the Engagement Letter:
- A monthly fee of $50,000, which shall be paid on every
30th day through the earlier of (i) termination of the
agreement between the Debtors and Duff & Phelps in
accordance with the terms of the Engagement Letter; or
(ii) the effective date of a sale of the Debtors,
provided, however, that in no event shall the Debtors pay
more than six monthly payments to Duff & Phelps,
beginning with the first payment made by the Debtors at
the execution of the Engagement Letter, without further
agreement of the parties and approval by the Court.
- If a sale occurs (i) either during the terms of Duff &
Phelps' engagement hereunder or (ii) at any time during
the 12 month period following the effective date of
termination of Duff & Phelps' engagement hereunder, the
Company agrees to pay Duff & Phelps a nonrefundable
transaction fee equal to a minimum of $700,000, plus 2.5%
of any sale above $40 million.
- Any monthly fees paid under the terms of the Engagement
Letter will be credited 100% against the transaction fee
set forth in subsection (b) above. The transaction fee
is payable in cash concurrently with the closing of the
sale.
As compensation for the financial advisory services to be
rendered, Duff & Phelps requests the following payment amounts
pursuant to the Engagement Letter:
- Fees and Expenses: Fees and expenses for services will be
based on the following agreed upon hourly rates, which
are 75% of Duff & Phelps' standard hourly rates.
Adjusted rates will be reflected in billings. The
adjusted hourly rates for this engagement are:
Managing Directors $735
Directors $664
Vice Presidents $529
Associates $401
Analysts $278
Admin $113
- Expenses. Duff & Phelps will also bill the Debtors for
reasonable third party out-of-pocket and incidental
expenses as documented for travel, meals, lodging,
computer & research charges, virtual data room set-up and
maintenance, reasonable attorney fees and other
miscellaneous expenses incurred.
In connection with its retention for pre-petition services and
pursuant to the terms of the Engagement Letter, Duff & Phelps
received payment of $1,174,685 as payment for fees and expenses
incurred or expected to be incurred under the performance of the
Engagement Letter. In connection with its retention for post-
petition services, Duff & Phelps received a total retainer of
$345,545.
Lisa B. Neimark, managing director of Duff & Phelps, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The Court for the District of Delaware will hold a hearing on the
application on July 14, 2014, at 11:00 a.m. Objections, if any,
are due July 7, 2014, at 4:00 p.m.
Richards Layton can be reached at:
Lisa B. Neimark
DUFF & PHELPS SECURITIES, LLC
311 South Wacker Drive, Suite 4200
Chicago, IL 60606
Tel: +1 (312) 697-4663
About PSL-North America
Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes. The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years. The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.
On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code. The
Debtors' cases have been assigned to Judge Peter J. Walsh.
The Debtors are seeking to have their cases jointly administered
for procedural purposes.
PSL-North America estimated $50 million to $100 million in assets
and $100 million to $500 million in debt in the bankruptcy
petition. As of the Petition Date, the company had total
outstanding debt obligations of $130 million, according to a court
filing.
The Debtors have tapped Richards Layton & Finger, P.A., as
counsel. Epiq Bankruptcy Solutions serves as claims agent.
PSL-NORTH AMERICA: Hires Epiq Systems as Administrative Advisor
---------------------------------------------------------------
PSL - North America LLC and PSL USA INC ask for permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Epiq Systems as administrative advisor, nunc pro tunc to June 16,
2014 petition date.
The Debtors require Epiq Systems to:
(a) gather data in conjunction with the preparation, and
assist with the preparation, of the Debtors' Schedules of
Assets and Liabilities and Statements of Financial Affairs;
(b) assist the Debtors in managing claims reconciliation and
objection process, flag for review by the Debtors those
proofs of claim subject to possible procedural objections,
those that are inconsistent with the Schedules, and those
that supersede scheduled liabilities, input the Debtors'
objection determination in the claims database, and prepare
exhibits for the Debtors' omnibus claims objections;
(c) provide balloting and solicitation services to the
Debtors in furtherance of confirmation of a plan or plans
of reorganization including assisting in the production of
solicitation materials, tabulating creditor ballots on a
daily basis, preparing voting results reports, drafting
certification of voting results, and providing court
testimony with respect to balloting, solicitation, and
tabulation matters;
(d) provide the Debtors with consulting and computer software
support regarding the reporting and information management
requirements of the bankruptcy administration process as it
relates to its services under 11 U.S.C. Sec. 327;
(e) educate and train the Debtors in the use of support
Software and provide Epiq's Standard Reports as well as
consulting and programming support for Debtor-requested
reports, program modifications, database modification, and
other features in accordance with the Epiq Agreement;
(f) provide a confidential data room;
(g) manage any distributions pursuant to a confirmed plan of
reorganization; and
(h) provide other balloting and administrative services as may
be requested from time to time by the Debtors in accordance
with the Epiq Agreement and that are not otherwise allowed
under the order approving the Section 156(c) Application.
Under the parties' Agreement, the Debtors paid Epiq a retainer of
$15,000. The Retainer will be held first as security for the
services to be rendered under the Section 156(c) Application, with
any remaining amount to be available as security for the services
to be rendered under the Section 327 Application.
Epiq Systems will also be reimbursed for reasonable out-of-pocket
expenses incurred.
J. Helen Cook-Attig, senior consultant at Epiq Systems, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The Court for the District of Delaware will hold a hearing on the
application on July 14, 2014, at 11:00 a.m. Objections, if any,
are due July 7, 2014, at 4:00 p.m.
Epiq Systems can be reached at:
J. Helen Cook-Attig
EPIQ SYSTEMS
757 Third Avenue, 3rd Floor
New York, NY 10017
Tel: (302) 574-2601
E-mail: jhcook@epiqsystems.com
About PSL-North America
Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes. The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years. The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.
On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code. The
Debtors' cases have been assigned to Judge Peter J. Walsh.
The Debtors are seeking to have their cases jointly administered
for procedural purposes.
PSL-North America estimated $50 million to $100 million in assets
and $100 million to $500 million in debt in the bankruptcy
petition. As of the Petition Date, the company had total
outstanding debt obligations of $130 million, according to a court
filing.
The Debtors have tapped Richards Layton & Finger, P.A., as
counsel. Epiq Bankruptcy Solutions serves as claims agent.
QUANTUM FOODS: Creditors May Face Committee-Led Lawsuits
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Quantum Foods LLC creditors' committee is asking
the bankruptcy court for permission to sue some of its own
constituents.
"To aid in obtaining a greater recovery for its creditors," the
panel will seek court approval at a July 16 hearing to investigate
and prosecute lawsuits that otherwise belong to the company, a
defunct provider of portion-controlled beef, pork and poultry,
according to the report. Mr. Rochelle said some of the suits
could be against unsecured creditors who received $74 million in
payments from Quantum within 90 days of the bankruptcy filing.
About Quantum Foods
Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.
Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.
The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.
Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker. FTI Consulting,
Inc. also serves as advisor. BMC Group is the claims and notice
agent.
The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.
Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.
REVEL AC: May Attract Buyers at Discount Price, Offit Lawyer Says
-----------------------------------------------------------------
PokerNews contributor Maurice "Mac" VerStandig, an attorney with
Offit Kurman, P.A., wrote for the newspaper's Op-Ed section that:
"While Revel may not be attractive without the aid of a
bankruptcy court, as any buyer would assume a crushing degree of
liabilities and a strained cash flow stream, the resort may well
prove attractive to a buyer who sees the ability to eliminate
unsecured debts, renegotiate contracts on more favorable terms,
and work with secured creditors who are willing to mark down their
debt to save the boardwalk's newest casino from closure. After
all, those security interests -- especially when pegged to real
estate and income streams -- are barely worth the paper on which
they are printed if the casino's omnipresent stature becomes
little more than a beachside tombstone."
"At a certain price, Revel should sell -- the building is
simply too new and too pristine to not attract the fancy of a
bargain-hunting casino operator looking for entry into an
established market that offer the financial perks of online
gaming. Innuendo suggests the Seminole Tribe would prove
interested in affixing the Hard Rock label to Revel's towering
expanses at the right price; surely others would also seek to
seize upon an appropriately-discounted opportunity."
A full-text copy of the article is available at
http://is.gd/kMRq5h
REVSTONE INDUSTRIES: Gets OK to Sell $13M Stake in Canadian Unit
----------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge agreed to approve
Revstone Industries LLC's $13 million sale of its equity stake in
a Canadian unit to private equity firm Zynik Capital Corp after
the auto parts conglomerate resolved an issue with General Motors
Co. that had threatened the transaction's closing.
According to Law360, at a hearing in Wilmington, Delaware,
Revstone attorney Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, said the parties had come to a "highly
negotiated" agreement that allays fears that GM might wind up
suing the third-party private equity purchaser to recover more
than $6 million the auto giant says it is owed connected to the
debtor's bankruptcy. Bill Rochelle, the bankruptcy columnist for
Bloomberg News, said when Zynik completes the sale, Revstone will
put $6.4 million into escrow to cover potential claims of General
Motors LLC.
About Revstone Industries et al.
Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon
oversees the case. Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone. In its petition, Revstone estimated under
$50 million in assets and debts.
Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.
Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.
Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool. Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts. The petitions were signed by
George S. Homeister, chairman.
Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.
Metavation has tapped Pachulski as its counsel. Pachulski also
serves as counsel to Revstone and Spara. Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services. Stuart Maue is fee examiner.
Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.
Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.
RIVER-BLUFF: U.S. Bank Balks at Bid to Use Cash Collateral
----------------------------------------------------------
River-Bluff Enterprises, Inc., seeks the Bankruptcy Court's
authority to use cash collateral of U.S. Bank through December 31,
2014.
Metiner G. Kimel, Esq., in Yakima, Washington, tells the Court
that use of cash collateral is necessary for River-Bluff to
preserve and maintain its medical building in Ellensburg,
Washington.
The medical building was being operated by a receiver appointed on
behalf of the U.S. Bank. On March 14, 2014, U.S. Bank sought to
lift the automatic stay to which River-Bluff objected. After
hearing, the Court denied U.S. Bank's request and required that
the receiver return management operation and control to
River-Bluff.
On March 14, 2014, River-Bluff closed its accounts and opened a
debtor-in-possession account with another bank. It transferred
proceeds from its prepetition bank accounts in California and
subsequent postpetition collections to the new account. Pursuant
to discussions with the U.S. Trustee's office, River-Bluff is or
has established separate debtor-in-possession bank accounts for
each of the four real properties which it operates. River-Bluff is
currently holdings funds turned over by the receiver in the
debtor-in-possession account created for the medical building.
On April 15, 2014, the Court, at River-Bluff's request, approved
its use of U.S. Bank cash collateral on an interim basis, through
June 2014.
U.S. Bank holds a security interest the medical building and the
cash flow generated by it. The bank asserts a claim for over
$5 million. River-Bluff believes that the medical building had a
fair value of slightly less than $4.2 million. The bank also holds
$124,000 of additional cash collateral in a bank account in
California, bringing the total value of its collateral to about
$4.3 million. Accordingly, River-Bluff believes that U.S. Bank is
an undersecured creditor.
Based upon an assumed fixed interest rate of 6%, U.S. Bank would
be entitled to interest of about $260,000 per year, or a monthly
payment of $21,620. The budget prepared by River-Bluff provides
for monthly adequate protection payments to the bank for $25,585
per month. Depending upon the valuation of the medical building,
River-Bluff reserves the right to object to U.S. Bank's
application of the adequate protection payments provided for under
the Budget.
As evidenced by the budget, even after providing for U.S. Bank's
adequate protection payment, the medical building will generate
minimum positive net cash of $28,000 during the proposed period of
use of the cash collateral. Accordingly, River-Bluff submits that
the bank's interest in the cash collateral will be adequately
protected by the future revenues generated by the medical
building.
U.S. Bank Objects
U.S. Bank points out that River-Bluff is in default under the
terms of the interim cash collateral order:
(a) River-Bluff has not delivered to the bank a budget to
actual variance report, a balance sheet and income
statement associated with the medical building, a rent roll
with meaningful information, or a leasing and operations
narrative report;
(b) River-Bluff has failed to file the monthly operating report
for March 2014 and has not provided information to the bank
for March 2014 other than a Chase bank statement; and
(c) Monthly reporting requirements for April 2014 show payments
to Larson Berg & Perkins and another law office, neither of
whom have had their employment approved by the Court.
John R. Knapp, Jr., Esq., at Miller Nash LLP, in Seattle,
Washington, asserts that the events of default are cause for
termination of the interim order and constitute grounds for
River-Bluff's request.
Accordingly, U.S. Bank asks the Court to deny River-Bluff's cash
collateral request.
River-Bluff is represented by:
Metiner G. Kimel, Esq.
KIMEL LAW OFFICES
1115 West Lincoln Avenue, Suite 105
Yakima, WA 98902
Telephone: (509) 452-1115
Facsimile: (509) 452-1116
U.S. Bank is represented by:
John R. Knapp, Jr., Esq.
MILLER NASH LLP
4400 Two Union Square, 601 Union Street
Seattle, WA 98101
Telephone: (206) 622-8484
Facsimile: (206) 622-7485
About River-Bluff Enterprises
Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014. Metiner G Kimel, Esq., at Kimel Law
Offices, in Yakima, Washington, serves as counsel. In its
schedules, the Debtor disclosed $10,231,777 in total assets and
$17,609,653 in total liabilities.
This is River-Bluff's second bankruptcy filing in less than two
years. The company previously sought bankruptcy protection
(Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in
July 2012. The case was dismissed in 2013.
Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.
RIVER-BLUFF: Court Allows Use of Berkadia Cash Collateral
---------------------------------------------------------
River-Bluff Enterprises, Inc., sought and obtained the Bankruptcy
Court's authority for the continued use of cash collateral of
Berkadia Commercial Mortgage LLC, and as modified on the record at
the hearing held on May 20, 2014, with regard to the provision for
Chapter 11 administrative expenses in the budget.
The use of cash collateral includes these provisions:
(a) Berkadia will be provided a replacement lien in cash
collateral;
(b) River-Bluff will provide to Berkadia all interim statements
and operating reports required to be submitted to the US
Trustee, and monthly cash flow reports within 20 days after
the end of each calendar month. River-Bluff will deliver to
Berkadia by the 12th day of the month after month end a
budget to actual variance report, a month-end balance
sheet, an income statement, a detailed rent roll, leasing
and operations narrative report, and bank account backup
documentation for the preceding month; and
(c) Insurance coverage will be maintained, and proof of
insurance coverage will be provided to Berkadia upon
request.
About River-Bluff Enterprises
Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014. Metiner G Kimel, Esq., at Kimel Law
Offices, in Yakima, Washington, serves as counsel. In its
schedules, the Debtor disclosed $10,231,777 in total assets and
$17,609,653 in total liabilities.
This is River-Bluff's second bankruptcy filing in less than two
years. The company previously sought bankruptcy protection
(Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in
July 2012. The case was dismissed in 2013.
Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.
RIVER-BLUFF: Court Allows Use of JP Morgan Cash Collateral
----------------------------------------------------------
At the request of River-Bluff Enterprises, Inc., the Bankruptcy
Court authorizes its continued use of JP Morgan Chase Bank cash
collateral for its Sierra Manor Apartments at 6500 Jackson Avenue,
in Riverbank, California, and its Plaza Apartments at 1317
Colorado Ave., in Turlock, California.
The use of cash collateral terms was modified on the record at the
hearing held on May 20, 2014 with regard to the provision for
Chapter 11 administrative expenses in the budget.
JP Morgan will be provided a replacement lien in postpetition cash
collateral pursuant to Section 361 of the Bankruptcy Code.
River-Bluff will provide to JP Morgan all interim statements and
operating reports required to be submitted to the US Trustee and
monthly cash flow reports within 20 days after the end of each
calendar month. Additionally, River-Bluff will deliver to JP
Morgan by the 12th day of the month after month end a budget to
actual variance report, a month-end balance sheet, an income
statement, a detailed rent roll, leasing and operations narrative
report, and bank account backup documentation for the preceding
month.
About River-Bluff Enterprises
Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014. Metiner G Kimel, Esq., at Kimel Law
Offices, in Yakima, Washington, serves as counsel. In its
schedules, the Debtor disclosed $10,231,777 in total assets and
$17,609,653 in total liabilities.
This is River-Bluff's second bankruptcy filing in less than two
years. The company previously sought bankruptcy protection
(Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in
July 2012. The case was dismissed in 2013.
Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.
SCRUB ISLAND: Says FirstBank Used Employee to Spy
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Scrub Island Resort, Spa & Marina in the British
Virgin Islands accused FirstBank Puerto Rico of turning a property
manager into a double agent who secretly funneled confidential
information to the lender while he was on the resort's payroll.
According to the report, on June 24, the same day mediation was
declared at an impasse, the resort sued FirstBank in bankruptcy
court, saying the property manager held secret meetings to help
the bank torpedo Scrub Island's efforts at finding a replacement
lender. The report related that to win the property manager's
cooperation and gain access to the resort's planning and
strategies, Scrub Island said in the complaint, FirstBank offered
him a job after foreclosure and a commission on the sale of the
property.
About Scrub Island
Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender. The bankruptcy case is assigned to Judge Michael G.
Williamson.
The 230-acre resort operates as a Marriott Autograph Collection
property. It has 52 rooms and suites, a spa and a 55-slip marina.
Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.
The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.
FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.
The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.
FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.
The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.
STELERA WIRELESS: Courts Approves Adequacy of Plan Outline
----------------------------------------------------------
Bankruptcy Judge Niles Jackson approved the Amended Disclosure
Statement filed by Stelera Wireless, LLC, and the Official
Committee of Unsecured Creditors for their proposed Joint Plan of
Liquidation.
The Disclosure Statement Order, signed on June 18, 2014, provides
that parties-in-interest have until July 23 to file written
objections to confirmation of the Joint Plan.
Furthermore, the Court will convene a hearing on August 19, 2014
at 10:00 a.m. Central Time to consider Plan confirmation.
The Amended Disclosure Statement, along with the revised version
of the Plan, was filed at the Disclosure Statement hearing, with
approval from the Creditors Committee. Both Plan documents
contained technical and not substantive modifications and
amendments.
Before the Amended Disclosure Statement was filed, the Creditors
Committee expressed limited objections to it. The Committee noted
that the Executive Summary of the Joint Plan as well as the
Liquidation Analysis do not state an accurate range of the
estimated distributions to holders of claims in Classes 2, 3, 4
and 5. The Committee also noted at that the Plan Outline should
state in detail the proposed manager of the Debtor, Timothy
Duffy's expected services, estimated time commitment and specific
terms of compensation and expense reimbursement.
A full-text copy of the Amended Disclosure Statement, dated June
18, 2014, is available for free at:
http://bankrupt.com/misc/STELERA_AmdDSJun18.PDF
As previously reported by The Troubled Company Reporter, the Plan
is proposed as a reasonable means to liquidate the remainder of
the Debtor's assets in order to maximize value for creditors and
provide an orderly wind-down and distribution of the Debtor's
assets. Any remaining assets of the Debtor not previously
transferred by sale, including the litigation claims, will be
transferred to the Debtor. Bloomberg News relayed that the pot
for unsecured creditors was enlarged by a settlement approved by
the Bankruptcy Court in which the U.S. Agricultural Department's
Rural Utilities Service (RUS) gave up part of its claim. In
exchange for immediate payment of the $24 million principal amount
of its claim, RUS agreed to drop claims for post-bankruptcy
interest and fees that could have been paid because the claim is
fully secured by sale proceeds, Bloomberg's Bill Rochelle said.
About Stelera Wireless, LLC
Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013. Tim Duffy signed the
petition as chief technology officer/manager. Judge Niles L.
Jackson presides over the case. The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.
Christensen Law Group, PLLC, serves as the Debtor's primary
counsel. Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel. Wilkinson Barker Knauer, LLP, serves as the
Debtor's special counsel. American Legal Claims Services, LLC
serves as official noticing agent. Falkenberg Capital Corporation
serves as the Debtor's broker.
The official committee of unsecured creditors is represented by
attorneys G. Blaine Schwabe, III, Esq., John (Jake) M. Krattiger,
Esq., at GableGotnals' Oklahoma City office; and Sidney K.
Surinson, Esq., Mark D.G. Sanders, Esq., and Brandon C. Bickle,
Esq., at GableGotnals' Tulsa office.
* * *
The Troubled Company Reporter reported on Dec. 10, 2013, the Hon.
Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Stelera Wireless to sell its
Federal Communications Commission licenses to: AT&T Mobility
Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as
backup purchaser. In an auction held Nov. 20, 2013, AT&T's bid
was the highest and best offer for the FCC licenses, while
Atlantic's, the stalking horse purchaser, was the second highest.
Pursuant to the APA, the aggregate purchase price to be paid by
AT&T will be $6,020,000.
TALON REAL ESTATE: Incurs $836K Net Loss for Q1 Ended March 31
--------------------------------------------------------------
Talon Real Estate Holding Corp. filed its quarterly report on Form
10-Q, reporting a net loss of $836,948 on $134,700 of total
revenue for the three months ended March 31, 2014, compared with a
net loss of $238,547 on $126,491 of total revenue for the same
period in 2013.
The Company's balance sheet at March 31, 2014, showed $2.5 million
in total assets, $5.59 million in total liabilities, and a
stockholders' deficit of $3.1 million.
The Company currently does not have available cash and cash flows
from current operations to provide it with adequate liquidity for
the foreseeable future. Its current liabilities exceed the
Company's unrestricted cash and have very limited cash flow from
current operations. As of March 31, 2014, the Company had
unrestricted cash of $15,348 and current liabilities including
accounts payable and accrued expenses substantially in excess of
the available cash. The Company therefore will require additional
capital and/or increased cash flow from future operations to fund
its ongoing business. There is no guarantee that it will be able
to raise any required additional capital or generate sufficient
cash flow from its current and future operations to fund the
Company's ongoing business. If the Company is unable to continue
as a going concern, it may have to liquidate its assets and may
receive less than the value at which those assets are carried on
its consolidated financial statements, and it is likely that
investors will lose all or a part of their investment, according
to the regulatory filing.
A copy of the Form 10-Q is available:
http://is.gd/l96vul
Talon Real Estate Holding Corp. is a real estate investment
company. The Company focuses on investing in office, industrial
and retail properties located in the central and southwestern
United States.
TELEXFREE LLC: Investors Target Banks, Attys Over $300M Losses
--------------------------------------------------------------
Law360 reported that investors duped in a $1.1 billion pyramid
scheme allegedly run by now-defunct TelexFree Inc. filed a
putative class action Tuesday in Georgia federal court alleging
its indicted owners are liable along with TelexFree's attorneys
and banks for their $300 million losses, saying all parties were
aware of the scam. According to the report, the complaint, filed
by named plaintiff Todd Cook, accuses a host of defendants,
including several TelexFree officers, companies TelexElectric
LLLP, Telex Mobile Holdings Inc., banks TD Bank NA, Citizens Bank
of Massachusetts and lawyers Gerald P. Nehra and Richard W. Waak,
of helping the defunct multilevel marketing company sell illegal
unregistered securities to the company's recruits.
The case is Todd Cook v. TelexElectric LLLP et al., case number
2:14-cv-00134, in the U.S. District Court for the Northern
District of Georgia.
About TelexFREE
TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90. TelexFREE has over 700,000 associates or promoters
worldwide.
The company believes the sales of the 99TelexFREE product, the
TelexFREE "app," and other new products will ultimately prove
successful and profitable. The company is struggling, however,
with several factors that required it to seek chapter 11
protection. First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over
$1 billion), which put tremendous pressure on the Company's
financial, operational and management systems. Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised. Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.
TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.
Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE. Kurtzman Carson Consultants LLC
serves as claims and noticing agent.
TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.
TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.
In May, the Court approved the motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989). The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.
The Debtors had opposed to the motion, stating that while the SEC
contends that the Massachusetts Bankruptcy Court is more
convenient for the SEC, the SEC has failed entirely to meet its
burden to show that the Massachusetts Bankruptcy Court is better
than the Nevada Bankruptcy Court for administration of the Chapter
11 Cases. The Debtors chose the Nevada Bankruptcy Court because,
inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party
to more than 700,000 contracts governed by Nevada law.
TFH PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: TFH Properties, LLC
P.O. Box 3030
Page, AZ 86040
Case No.: 14-10364
Chapter 11 Petition Date: July 6, 2014
Court: United States Bankruptcy Court
District of Arizona (Prescott)
Judge: Hon. Daniel P. Collins
Debtor's Counsel: Nicole S. Sandoval, Esq.
Harold E. Campbell, Esq.
CAMPBELL & COOMBS, P.C.
1811 S. Alma School RD., #225
Mesa, AZ 85210
Tel: 480-839-4828
Fax: 480-897-1461
Email: nicole@haroldcampbell.com
heciii@haroldcampbell.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Fredericka Hancock, managing member.
A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb14-10364.pdf
THINSPACE TECHNOLOGY: Bedinger & Co. Raises Going Concern Doubt
---------------------------------------------------------------
Thinspace Technology, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its annual report on Form 10-K
for the year ended Dec. 31, 2013. A copy of the Form 10-K/A is
available at http://is.gd/HwNcQB
In the annual report, Bedinger & Company expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has negative working capital and
accumulated stockholders' deficit.
The Company reported a net loss of $1.5 million on $1.51 million
of revenues for the eleven months ended Dec. 31, 2013, compared
with a net loss of $158,393 on $1.07 million of revenues for the
year ended Jan. 31, 2013.
The Company's balance sheet at Dec. 31, 2013, showed $1.47 million
in total assets, $15.51 million in total liabilities, and
stockholders' deficit of $14.04 million.
Thinspace Technology, Inc., a cloud computing company, develops
and sells network software. It offers Propalms TSE, a simple
management solution for Microsoft remote desktop users; Propalms
VPN that allows secure remote access to applications and data from
outside of the corporate network; Propalms VDI, which allows
customers to run virtual desktops on the Internet; Pano Logic G2,
a Zero Client that replaces traditional desktops and allows secure
access to hosted virtual desktops; and Thin Space, a hardware Zero
Client solution for the enterprise and corporate market. The
company sells its products directly to independent software
vendors; application service providers; and end users in public
and private sectors through a network of distributors and
resellers worldwide. Thinspace Technology, Inc. was founded in
2001 and is headquartered in Port Orange, Florida. Thinspace
Technology, Inc operates as a subsidiary of ProTek Capital, Inc.
UBL INTERACTIVE: Reports $9,230 Net Loss in First Quarter
---------------------------------------------------------
UBL Interactive, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $9,230 on $1.02 million of revenues for
the three months ended March 31, 2014, compared with a net loss of
$424,122 on $912,485 of revenues for the same period in 2013.
The Company's balance sheet at March 31, 2014, showed $2.57
million in total assets, $7.62 million in total liabilities, and a
stockholders' deficit of $5.05 million.
The Company had an accumulated deficit at March 31, 2014, a net
loss and net cash used in operating activities for the reporting
period then ended. These factors raise substantial doubt about
the Company's ability to continue as a going concern, according to
the regulatory filing.
A copy of the Form 10-Q is available:
http://is.gd/dMKLug
UBL Interactive, Inc., provides a set of online identity
management tools and services to businesses seeking to optimize
their presence in location based search results on Web, mobile and
social platforms. The Company's profile management services allow
businesses to take control of profile pages in trafficked, search
engines and social media sites, providing enhanced content about
their products and services. As part of these services, the
Company also provides an expanding range of analytical and
monitoring tools. The Company offers services in the United States
of America, Canada, The United Kingdom and Australia. The Company
provides its listing services to businesses directly from its
site, and through interactive marketing agencies and channel sales
partnerships.
UNIVERSAL HEALTH: Ch. 11 Trustee Taps Gregory Sharer as Consultant
------------------------------------------------------------------
Soneet R. Kapila, the Chapter 11 Trustee for Universal Health Care
Group, Inc. and its debtor-affiliates, asks for authorization from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Gregory, Sharer & Stuart as healthcare consultant.
After reviewing the facts and issues in this case, the Trustee
concluded that the assistance of a healthcare consultant is
necessary to enable the Trustee to discharge the Trustee's
statutory duties and that the assistance would be in the best
interest of the estates. Gregory Sharer will assist with
valuation issues relating to healthcare assets and related holding
companies.
Gregory Sharer will be compensated on an hourly fee basis pursuant
to the retention agreement. Pursuant to the retention agreement,
Gregory Sharer requires a retainer of $25,000. However, no fees
will be paid to Gregory Sharer from the retainer without an
application to and an order from this Court.
Gregory Sharer will also be reimbursed for reasonable out-of-
pocket expenses incurred.
The Trustee believes 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.
Gregory Sharer can be reached at:
GREGORY, SHARER & STUART, CPAS
100 Second Avenue South, Suite 600
St. Petersburg, FL 33701
Tel: (727) 821-6161
Fax: (727) 822-4573
About Universal Health Care
Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.
Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.
Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership. Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.
Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.
Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case. He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.
USEC INC: UT-Battelle Deal Amended to Provide Additional Funds
--------------------------------------------------------------
USEC Inc. on June 27, 2014, entered into Amendment No. 003 to the
agreement dated May 1, 2014 with UT-Battelle, LLC, as operator of
Oak Ridge National Laboratory, for continued research, development
and demonstration of the American Centrifuge technology in
furtherance of the U.S. Department of Energy's national security
objectives. Amendment No. 003 amends the ACTDO Agreement to
provide for additional funds of approximately $2.5 million,
bringing total funding to approximately $16 million. The other
terms and conditions of the ACTDO Agreement were not changed by
the Amendment.
Previously, on June 21, 2014, USEC entered into Amendment No. 002
to the UT-Battelle agreement. Amendment No. 002 amends the ACTDO
Agreement to provide for additional funds of approximately $1.7
million, bringing total funding to approximately $13.5 million.
The other terms and conditions of the ACTDO Agreement were not
changed by the Amendment.
The ACTDO Agreement provides for continued cascade operations, the
continuation of core American Centrifuge research and technology
activities, and the furnishing of related reports to ORNL. The
agreement is a firm fixed price contract with a total price of
approximately $33.7 million for the period from May 1, 2014 to
September 30, 2014. The agreement provides for payments of
approximately $6.7 million per month and is incrementally funded.
Funds currently allocated to the ACTDO Agreement are expected to
cover the work to be performed through July 11, 2014. The
agreement also provides ORNL with two options to extend the
agreement by six months each. Each option is priced at
approximately $41.7 million. ORNL may exercise its option by
providing notice 60 days prior to the end of the term of the
agreement. The total price of the contract including options is
approximately $117 million.
About USEC Inc.
USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014. John R. Castellano signed
the petition as chief restructuring officer. The Hon. Christopher
S. Sontchi presides over the case.
D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel. Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel. Vinson &
Elkins is the Debtor's special counsel. Lazard Freres & Co. LLC
acts as the Debtor's investment banker. AP Services, LLC,
provides management services to the Debtor. Logan & Company Inc.
serves as the Debtor's claims and noticing agent. Deloitte Tax
LLP are the Debtor's tax professionals. The Debtor's independent
auditor is PricewaterhouseCoopers LLP. KPMG LLP provides fresh
start accounting services to the Debtors.
USEC INC: Has Settlement Agreement With Babcock & Wilcox
--------------------------------------------------------
USEC Inc., together with its direct and indirect subsidiaries
American Centrifuge Holdings, LLC and American Centrifuge
Manufacturing, LLC, on June 27, 2014, signed an agreement with The
Babcock & Wilcox Company and Babcock & Wilcox Technical Services
Group, Inc. to resolve issues related to the expiration and
termination of certain agreements in connection with (i) the
limited demobilization of certain American Centrifuge project
activities, including manufacturing activities, as a result of the
reduction of the scope of work on the American Centrifuge project
under the ACTDO Agreement; and (ii) the automatic, no-cost
transfer of B&W TSG's ownership interest in ACM to ACH.
ACM was established as a jointly owned company between ACH, a
wholly-owned subsidiary of the Company, and B&W TSG for the
purpose of manufacturing and assembling AC100 centrifuge machines.
At that time, ACH held 55% of the ownership interests in ACM, and
B&W TSG held 45% of the ownership interests. In connection with
the creation of ACM, ACM and B&W TSG entered into seconding
agreements pursuant to which B&W agreed to provide various
personnel in support of ACM. In addition, the USEC Parties and
the B&W Parties entered into certain ancillary agreements,
including a Fee Agreement and a Guarantee Agreement dated as of
May 1, 2011.
The scope of work under the ACTDO Agreement includes continuation
of cascade operations at USEC's Piketon Ohio facility, testing at
USEC's test facility in Oak Ridge, Tennessee, core American
Centrifuge research and technology activities, and the furnishing
of related reports to ORNL. The scope of the overall work under
the ACTDO Agreement is reduced from the scope of work that was
being conducted by USEC under the prior Cooperative Agreement
dated June 12, 2012 with DOE. In particular, the scope of work
under the ACTDO Agreement does not involve work related to the
manufacturing of new centrifuge machines. To better manage the
transition to the ACTDO Agreement with ORNL, the Company provided
notice effective April 25, 2014 pursuant to the Limited Liability
Company Agreement of ACM, as amended, for the automatic transfer
of the ownership interests of B&W TSG to ACH at no cost. As a
result, ACM is now 100% indirectly owned by the Company.
Upon the automatic transfer of B&W TSG's ownership interests in
ACM to ACH, the Seconding Agreements and the Other B&W-ACM
Agreements expired by their terms. Upon the expiration of such
agreements, certain disputes arose between the USEC Parties and
the B&W Parties relating to reimbursement of certain costs and
continuing labor services to be provided by the B&W Parties to
ACM. In order to resolve these disputes, the Parties entered into
the Settlement Agreement. The material terms of the Settlement
Agreement include, among other things, that upon the effective
date of the Settlement Agreement, ACM will pay or cause to be paid
approximately $2.9 million. In addition, ACM agreed to a contract
for the provision of certain services by B&W TSG, which services
are anticipated to be completed by July 3, 2014.
It is estimated that the total price under such services contract
for work performed from May 20, 2014 to completion of the contract
activities will be approximately $450,000 subject to adjustment
for the labor hours actually performed and if the period of
performance under such contract extends past July 3, 2014. The
Settlement Agreement also provided a limited release by the B&W
Parties of the USEC Parties, and a limited release by the USEC
Parties of the B&W Parties, including from claims related to or
arising from the formation, management, operation, or ownership of
any interest in ACM and the provision of and payment for any
services or personnel provided by a B&W Party to ACM or any other
USEC Party, except for any Excluded Matter. Excluded Matters
include, among other things, matters related to or arising from
the Chapter 11 Case and the B&W Plan Support Agreement including
B&W's interest in the New Notes and New Common Stock (each as
defined in the B&W Plan Support Agreement); matters related to or
arising from acts or omissions occurring after the Effective Date;
and liabilities for regulatory non-compliance.
The Settlement Agreement will become effective upon approval of
the Bankruptcy Court.
The Settlement Agreement does not affect the plan support
agreement entered into by the Company and Babcock & Wilcox
Investment Company as holder of the Company's Series B-1 12.75%
convertible preferred stock regarding the voluntary Chapter 11
pre-arranged plan of reorganization of the Company, or the
treatment of B&WIC or other holders of Preferred Stock, or the
treatment of holders of Company's outstanding 3.0% convertible
senior notes due October 1, 2014 under the proposed plan of
reorganization in the Chapter 11 Case.
About USEC Inc.
USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014. John R. Castellano signed
the petition as chief restructuring officer. The Hon. Christopher
S. Sontchi presides over the case.
D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel. Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel. Vinson &
Elkins is the Debtor's special counsel. Lazard Freres & Co. LLC
acts as the Debtor's investment banker. AP Services, LLC,
provides management services to the Debtor. Logan & Company Inc.
serves as the Debtor's claims and noticing agent. Deloitte Tax
LLP are the Debtor's tax professionals. The Debtor's independent
auditor is PricewaterhouseCoopers LLP. KPMG LLP provides fresh
start accounting services to the Debtors.
WINDSTREAM TECHNOLOGIES: Has $792K Net Loss in March 31 Quarter
---------------------------------------------------------------
WindStream Technologies, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $792,166 on $237,897 of sales for
the three months ended March 31, 2014, compared with a net loss of
$219,216 on $356,749 of sales for the same period in 2013.
The Company's balance sheet at March 31, 2014, showed $2.54
million in total assets, $5.29 million in total liabilities, and a
stockholders' deficit of $2.75 million.
The Company had an accumulated deficit of $11.27 million and
$10.48 million at March 31, 2014 and Dec. 31, 2013, respectively,
and has a history of recurring net losses and working capital
deficits. These matters among others raise substantial doubt
about our ability to continue as a going concern, according to the
regulatory filing.
A copy of the Form 10-Q is available:
http://is.gd/mOE4KU
WindStream Technologies, Inc., was established in 2008 with the
goal of designing, prototyping and manufacturing affordable and
scalable renewable energy technologies for a global marketplace.
The Company has developed and tested the first-of-its-kind,
integrated, hybrid energy solution and is now marketing and
selling SolarMills? to a worldwide customer base.
ZAZA ENERGY: Posts $1.35-Mil. Net Loss for March 31 Quarter
-----------------------------------------------------------
ZaZa Energy Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.35 million on $3.03 million of total
revenues and other income for the three months ended March 31,
2014, compared with a net loss of $2.88 million on $2.8 million of
total revenues and other income for the same period in 2013.
The Company's balance sheet at March 31, 2014, showed $68.9
million in total assets, $130.67 million in total liabilities, and
a stockholders' deficit of $61.77 million.
In connection with the audit of the Company's financial statements
for the year ended Dec. 31, 2013, its independent registered
public accounting firm issued their report dated March 31, 2014,
that included an explanatory paragraph describing the existence of
conditions that raise substantial doubt about the Company's
ability to continue as a going concern due to its dependency on
the success of its 2014 drilling program with the Company's joint-
venture partners to generate sufficient cash flows to maintain
positive liquidity, according to the regulatory filing.
A copy of the Form 10-Q is available:
http://is.gd/3Ik0ev
Houston, Texas-based ZaZa Energy Corporation is engaged in the
production of oil and natural gas through its subsidiaries,
Toreador Resources Corporation and ZaZa LLC. The holding company
recently entered into an agreement with EOG Resources, Inc. to
jointly develop Eaglebine/Eagle Ford East properties in Texas.
* Dismissal of Unlisted Lawsuit Isn't Automatic
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a district judge wrongly dismissed a former
bankrupt's racial-discrimination lawsuit because she didn't
mention the claim in her lists of assets and liabilities, the U.S.
Court of Appeals in Chicago ruled on June 24.
According to the report, a woman filed Chapter 7 bankruptcy, not
represented by a lawyer, a few months after filing a
discrimination suit where she did have a lawyer. The district
court dismissed the suit on a motion for summary judgment, relying
on the doctrine of judicial estoppel because the discrimination
claim wasn't listed as an asset, the report related.
The case is Spaine v. Community Contacts Inc., 13-3059, U.S. Court
of Appeals for the Seventh Circuit (Chicago).
* Sen. Wants Bankruptcy Option for Some Student Borrowers
---------------------------------------------------------
Law360 reported that Sen. Tom Harkin, D-Iowa, unleashed a bill
that would give private student loan borrowers the ability to
discharge some of their debt in private bankruptcy, renewing calls
from Democratic lawmakers to reform higher education financing.
The bankruptcy proposal came in a discussion draft of the Higher
Education Affordability Act, a bill that would reauthorize the
Higher Education Act, the federal law that governs the
administration federal student aid program. According to the
report, the bill would not affect government-sponsored loans,
which account for the majority of student borrowing and, like
private student loans, cannot be discharged in bankruptcy. The
proposal includes measures that would force universities to
publish more data on student outcomes, the report further related,
citing Harkin, who chairs the Senate Health, Education, Labor and
Pensions Committee.
* Tax Sale Certificate Buyer Owns Tax Lien, NJ Justices Say
-----------------------------------------------------------
Law360 reported that the New Jersey Supreme Court ruled that the
purchaser of a tax sale certificate does possess a tax lien on the
encumbered property, saying the state's tax law is meant to make
such certificates attractive investments for bidders. According
to the report, in response to a question posed to it by the Third
Circuit, the high court determined 5-1 that because the main
purpose of New Jersey's Tax Sale Law is to ensure that third
parties will have an interest in bidding on tax sale certificates,
the purchaser is also acquiring a tax lien on the property when it
buys a tax sale certificate.
The case is In re: Princeton Office Park v. Plymouth Park Tax
Services LLC, case number A-107-11, in the Supreme Court of the
State of New Jersey.
* Citigroup Team's Mortgage Bets Undeterred by Volcker Rule
-----------------------------------------------------------
Dakin Campbell and Jody Shenn, writing for Bloomberg News,
reported that the mortgage-bond bets for Citigroup Inc. made by
Anna Raytcheva's team, lost billions of dollars as the financial
crisis raged, but now, amid new rules meant to curb banks' risky
trading, she's gambling again. According to the report,
Raytcheva, which was put in charge of a four-person team in
Citigroup this year to wager on U.S.-backed mortgage bonds, may be
interpreting the exemptions of the rules more liberally than other
firms.
* Banks Most Likely of Investment Grade to Default, Fitch Says
--------------------------------------------------------------
Bankruptcies of companies that once carried investment-grade
ratings are most likely to occur during recessions, Bill Rochelle,
the bankruptcy columnist for Bloomberg News, reports, citing a
report by Fitch Ratings. According to Bloomberg, Fitch counted 89
defaults from 1990 to 2013 by companies that had investment-grade
ratings within the previous five years. About half were financial
institutions, and they mostly went bust around the time of the
2008 recession, Fitch said on June 25, Mr. Rochelle said.
* SEC Is Gearing Up to Focus on Ratings Firms
---------------------------------------------
Timothy W. Martin, writing for The Wall Street Journal, reported
that Thomas J. Butler, head of the U.S. Securities and Exchange
Commission's Office of Credit Ratings, said he has referred
multiple cases to the agency's enforcement division and is helping
complete several industry regulations to address quality and
transparency in how big debt deals are rated. According to the
Journal, those moves signal a potential flurry of regulatory
activity involving ratings firms, which have been largely
untouched as government oversight has increased in most other
financial sectors in recent years.
* Sales of New U.S. Homes Surge in May to Highest Since 2008
------------------------------------------------------------
Shobhana Chandra and Lorraine Woellert, writing for The Washington
Post, reported that purchases of new homes in the United States in
May showed the highest increase in 22 years, indicating the
industry is rebounding from a winter-induced lull at the start of
the year. According to the report, sales surged 18.6 percent, the
biggest one-month gain since January 1992, to a 504,000 annualized
pace, figures from the Commerce Department showed. The median
sales price rose 6.9 percent from May 2013 to reach $282,000, the
report showed, the Post said.
* Large Companies With Insolvent Balance Sheet
----------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ALSWF US 118.9 (8.4) 1.0
ABSOLUTE SOFTWRE ABT CN 118.9 (8.4) 1.0
ABSOLUTE SOFTWRE OU1 GR 118.9 (8.4) 1.0
ACHAOGEN INC AKAO US 13.8 (0.0) 2.1
ACTINIUM PHARMAC ATNM US 6.6 (13.5) (13.5)
ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3)
ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3)
ADVENT SOFTWARE ADVS US 452.2 (91.1) (90.7)
ADVENT SOFTWARE AXQ GR 452.2 (91.1) (90.7)
AEMETIS INC DW51 GR 99.4 (4.2) (14.6)
AEMETIS INC AMTX US 99.4 (4.2) (14.6)
AEROHIVE NETWORK 2NW GR 69.9 (3.3) 21.5
AEROHIVE NETWORK HIVE US 69.9 (3.3) 21.5
AGILE THERAPEUTI AGRX US 16.0 (1.1) (4.8)
AIR CANADA-CL A AC/A CN 9,964.0 (1,947.0) (185.0)
AIR CANADA-CL A AIDIF US 9,964.0 (1,947.0) (185.0)
AIR CANADA-CL A ADH TH 9,964.0 (1,947.0) (185.0)
AIR CANADA-CL A ADH GR 9,964.0 (1,947.0) (185.0)
AIR CANADA-CL B AC/B CN 9,964.0 (1,947.0) (185.0)
AIR CANADA-CL B AIDEF US 9,964.0 (1,947.0) (185.0)
ALDER BIOPHARMAC ALDR US 26.7 (32.0) 2.5
ALDER BIOPHARMAC 3A9 GR 26.7 (32.0) 2.5
ALDER BIOPHARMAC ALDR1EUR EU 26.7 (32.0) 2.5
ALLIANCE HEALTHC AIQ US 465.3 (136.6) 59.5
AMC NETWORKS-A 9AC GR 3,484.7 (478.3) 642.3
AMC NETWORKS-A AMCX US 3,484.7 (478.3) 642.3
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
AMYRIS INC AMRS US 236.8 (112.5) 33.5
ANGIE'S LIST INC ANGI US 124.3 (20.3) (30.0)
ANGIE'S LIST INC 8AL GR 124.3 (20.3) (30.0)
ANGIE'S LIST INC 8AL TH 124.3 (20.3) (30.0)
ARRAY BIOPHARMA ARRY US 135.2 (23.3) 72.2
ARRAY BIOPHARMA AR2 TH 135.2 (23.3) 72.2
ARRAY BIOPHARMA AR2 GR 135.2 (23.3) 72.2
ASPEN AEROGELS I ASPN US 88.2 (80.7) (5.2)
ASPEN AEROGELS I AP1 GR 88.2 (80.7) (5.2)
AUTOZONE INC AZO US 7,371.8 (1,808.2) (1,016.1)
AUTOZONE INC AZ5 TH 7,371.8 (1,808.2) (1,016.1)
AUTOZONE INC AZ5 GR 7,371.8 (1,808.2) (1,016.1)
AXIM INTERNATION AXIM US 0.1 (0.1) (0.1)
BARRACUDA NETWOR CUDA US 350.1 (5.7) 30.5
BARRACUDA NETWOR 7BM GR 350.1 (5.7) 30.5
BERRY PLASTICS G BERY US 5,367.0 (135.0) 684.0
BERRY PLASTICS G BP0 GR 5,367.0 (135.0) 684.0
BIOCRYST PHARM BO1 TH 43.4 (5.7) 22.0
BIOCRYST PHARM BO1 GR 43.4 (5.7) 22.0
BIOCRYST PHARM BCRX US 43.4 (5.7) 22.0
BRP INC/CA-SUB V DOO CN 2,019.7 (17.0) 172.7
BRP INC/CA-SUB V BRPIF US 2,019.7 (17.0) 172.7
BRP INC/CA-SUB V B15A GR 2,019.7 (17.0) 172.7
BURLINGTON STORE BUI GR 2,547.8 (136.3) 124.8
BURLINGTON STORE BURL US 2,547.8 (136.3) 124.8
CABLEVISION SY-A CVY GR 6,542.9 (5,210.9) 281.8
CABLEVISION SY-A CVC US 6,542.9 (5,210.9) 281.8
CABLEVISION-W/I 8441293Q US 6,542.9 (5,210.9) 281.8
CABLEVISION-W/I CVC-W US 6,542.9 (5,210.9) 281.8
CAESARS ENTERTAI C08 GR 24,376.7 (2,276.8) 566.0
CAESARS ENTERTAI CZR US 24,376.7 (2,276.8) 566.0
CALLIDUS CAPITAL CBL CN 444.5 (4.3) -
CALLIDUS CAPITAL 28K GR 444.5 (4.3) -
CANNABIS CAPITAL CBCA US 0.0 (0.0) (0.0)
CANNAVEST CORP CANV US 10.7 (0.2) (1.3)
CANNAVEST CORP 0VE GR 10.7 (0.2) (1.3)
CAPMARK FINANCIA CPMK US 20,085.1 (933.1) -
CASELLA WASTE CWST US 649.9 (8.5) (18.9)
CASELLA WASTE WA3 GR 649.9 (8.5) (18.9)
CC MEDIA-A CCMO US 14,597.1 (9,128.0) 643.8
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CENVEO INC CVO US 1,206.8 (511.7) 145.0
CHOICE HOTELS CHH US 554.9 (454.6) 109.5
CHOICE HOTELS CZH GR 554.9 (454.6) 109.5
CIENA CORP CIE1 GR 1,795.5 (80.8) 641.3
CIENA CORP CIE1 TH 1,795.5 (80.8) 641.3
CIENA CORP CIEN TE 1,795.5 (80.8) 641.3
CIENA CORP CIEN US 1,795.5 (80.8) 641.3
CINCINNATI BELL CBB US 2,101.5 (670.7) 7.7
CYNK TECHNOLOGY CYNK US - (0.0) (0.0)
DELEK LOGISTICS D6L GR 301.3 (4.1) 14.8
DELEK LOGISTICS DKL US 301.3 (4.1) 14.8
DEX MEDIA INC 9DX GR 2,275.0 (782.0) 162.0
DEX MEDIA INC DXM US 2,275.0 (782.0) 162.0
DIRECTV DTV US 22,520.0 (6,512.0) (929.0)
DIRECTV DTV CI 22,520.0 (6,512.0) (929.0)
DIRECTV DIG1 GR 22,520.0 (6,512.0) (929.0)
DOMINO'S PIZZA DPZ US 524.3 (1,269.0) 113.5
DOMINO'S PIZZA EZV TH 524.3 (1,269.0) 113.5
DOMINO'S PIZZA EZV GR 524.3 (1,269.0) 113.5
DUN & BRADSTREET DNB US 1,807.2 (1,061.9) (85.5)
DUN & BRADSTREET DB5 GR 1,807.2 (1,061.9) (85.5)
EDGEN GROUP INC EDG US 883.8 (0.8) 409.2
ELEVEN BIOTHERAP EBIO US 5.1 (6.1) (2.9)
EMPIRE RESORTS I LHC1 GR 38.7 (14.0) (14.6)
EMPIRE RESORTS I NYNY US 38.7 (14.0) (14.6)
EMPIRE STATE -ES ESBA US 1,122.2 (31.6) (925.9)
EMPIRE STATE-S60 OGCP US 1,122.2 (31.6) (925.9)
FAIRPOINT COMMUN FRP US 1,546.4 (338.8) 25.3
FAIRPOINT COMMUN FONN GR 1,546.4 (338.8) 25.3
FERRELLGAS-LP FGP US 1,589.9 (88.9) 89.0
FERRELLGAS-LP FEG GR 1,589.9 (88.9) 89.0
FIVE9 INC FIVN US 69.2 (9.0) (1.9)
FIVE9 INC 1F9 GR 69.2 (9.0) (1.9)
FREESCALE SEMICO 1FS TH 3,100.0 (3,851.0) 1,244.0
FREESCALE SEMICO 1FS GR 3,100.0 (3,851.0) 1,244.0
FREESCALE SEMICO FSL US 3,100.0 (3,851.0) 1,244.0
GAMING AND LEISU GLPI US 2,561.9 (68.0) (44.7)
GAMING AND LEISU 2GL GR 2,561.9 (68.0) (44.7)
GENTIVA HEALTH GTIV US 1,234.9 (297.6) 99.2
GENTIVA HEALTH GHT GR 1,234.9 (297.6) 99.2
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GLOBALSTAR INC P8S GR 1,350.0 (74.3) (97.3)
GLOBALSTAR INC GSAT US 1,350.0 (74.3) (97.3)
GLORI ENERGY INC GLRI US 0.1 (0.0) -
GOLD RESERVE INC GRZ CN 21.5 (5.6) 1.2
GOLD RESERVE INC GDRZF US 21.5 (5.6) 1.2
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
GTT COMMUNICATIO GTT US 168.5 (0.1) (25.3)
HCA HOLDINGS INC 2BH TH 29,809.0 (6,467.0) 2,986.0
HCA HOLDINGS INC HCA US 29,809.0 (6,467.0) 2,986.0
HCA HOLDINGS INC 2BH GR 29,809.0 (6,467.0) 2,986.0
HD SUPPLY HOLDIN HDS US 6,552.0 (750.0) 1,446.0
HD SUPPLY HOLDIN 5HD GR 6,552.0 (750.0) 1,446.0
HORIZON PHARMA I HPM TH 299.1 (229.2) 93.2
HORIZON PHARMA I HZNP US 299.1 (229.2) 93.2
HORIZON PHARMA I HPM GR 299.1 (229.2) 93.2
HOVNANIAN ENT-A HO3 GR 1,838.8 (462.5) 1,122.1
HOVNANIAN ENT-A HOV US 1,838.8 (462.5) 1,122.1
HOVNANIAN ENT-B HOVVB US 1,838.8 (462.5) 1,122.1
HOVNANIAN-A-WI HOV-W US 1,838.8 (462.5) 1,122.1
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8)
IMPRIVATA INC I62 GR 35.6 (4.3) (10.8)
IMPRIVATA INC IMPR US 35.6 (4.3) (10.8)
INCYTE CORP ICY GR 666.8 (162.4) 474.2
INCYTE CORP ICY TH 666.8 (162.4) 474.2
INCYTE CORP INCY US 666.8 (162.4) 474.2
INFOR US INC LWSN US 6,515.2 (555.7) (303.6)
INTERCEPT PHARMA I4P TH 141.9 (153.7) (148.2)
INTERCEPT PHARMA I4P GR 141.9 (153.7) (148.2)
INTERCEPT PHARMA ICPT US 141.9 (153.7) (148.2)
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
JUST ENERGY GROU 1JE GR 1,642.6 (117.4) 221.0
JUST ENERGY GROU JE US 1,642.6 (117.4) 221.0
JUST ENERGY GROU JE CN 1,642.6 (117.4) 221.0
KINAXIS INC KXS CN 44.6 (70.4) (6.4)
L BRANDS INC LTD GR 6,663.0 (609.0) 1,070.0
L BRANDS INC LB US 6,663.0 (609.0) 1,070.0
L BRANDS INC LTD TH 6,663.0 (609.0) 1,070.0
LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9
LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9
LEE ENTERPRISES LE7 GR 797.3 (155.6) 0.8
LEE ENTERPRISES LEE US 797.3 (155.6) 0.8
LORILLARD INC LLV TH 3,912.0 (2,161.0) 897.0
LORILLARD INC LO US 3,912.0 (2,161.0) 897.0
LORILLARD INC LLV GR 3,912.0 (2,161.0) 897.0
LUMENPULSE INC LMPLF US 29.4 (38.4) 3.5
LUMENPULSE INC LMP CN 29.4 (38.4) 3.5
LUMENPULSE INC 0L6 GR 29.4 (38.4) 3.5
MARRIOTT INTL-A MAR US 6,665.0 (1,625.0) (1,031.0)
MARRIOTT INTL-A MAQ GR 6,665.0 (1,625.0) (1,031.0)
MARRIOTT INTL-A MAQ TH 6,665.0 (1,625.0) (1,031.0)
MDC PARTNERS-A MDCA US 1,570.3 (94.1) (218.7)
MDC PARTNERS-A MDZ/A CN 1,570.3 (94.1) (218.7)
MDC PARTNERS-A MD7A GR 1,570.3 (94.1) (218.7)
MERITOR INC AID1 GR 2,531.0 (782.0) 298.0
MERITOR INC MTOR US 2,531.0 (782.0) 298.0
MERRIMACK PHARMA MACK US 165.0 (65.8) 81.9
MERRIMACK PHARMA MP6 GR 165.0 (65.8) 81.9
MICHAELS COS INC MIM GR 1,716.0 (2,734.0) 493.0
MICHAELS COS INC MIK US 1,716.0 (2,734.0) 493.0
MONEYGRAM INTERN MGI US 4,761.4 (39.5) 115.9
MORGANS HOTEL GR MHGC US 695.2 (202.0) 129.7
MORGANS HOTEL GR M1U GR 695.2 (202.0) 129.7
MOXIAN CHINA INC MOXC US 0.0 (0.0) (0.0)
MPG OFFICE TRUST MPG US 1,280.0 (437.3) -
NATIONAL CINEMED XWM GR 998.4 (179.2) 99.9
NATIONAL CINEMED NCMI US 998.4 (179.2) 99.9
NAVISTAR INTL IHR GR 7,727.0 (4,072.0) 1,070.0
NAVISTAR INTL IHR TH 7,727.0 (4,072.0) 1,070.0
NAVISTAR INTL NAV US 7,727.0 (4,072.0) 1,070.0
NEKTAR THERAPEUT NKTR US 487.0 (9.8) 225.5
NEKTAR THERAPEUT ITH GR 487.0 (9.8) 225.5
NEW ENG RLTY-LP NEN US 180.1 (23.2) -
NEXSTAR BROADC-A NXST US 1,148.8 (8.4) 134.7
NEXSTAR BROADC-A NXZ GR 1,148.8 (8.4) 134.7
NII HOLDING INC NIHD* MM 8,189.7 (8.8) 1,078.9
NORTHWEST BIO NBYA GR 12.5 (31.1) (31.2)
NORTHWEST BIO NWBO US 12.5 (31.1) (31.2)
NYMOX PHARMACEUT NYMX US 0.9 (6.3) (3.8)
OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0)
OPOWER INC 38O TH 63.1 (6.3) (11.9)
OPOWER INC OPWR US 63.1 (6.3) (11.9)
OPOWER INC 38O GR 63.1 (6.3) (11.9)
OVERSEAS SHIPHLD OSGIQ US 3,658.3 (51.3) 480.8
PALM INC PALM US 1,007.2 (6.2) 141.7
PHIBRO ANIMAL HE PAHC LN 473.3 (78.7) 177.3
PHIBRO ANIMAL HE PAO GR 473.3 (78.7) 177.3
PHIBRO ANIMAL HE PAO EU 473.3 (78.7) 177.3
PHIBRO ANIMAL-A PAHC US 473.3 (78.7) 177.3
PHIBRO ANIMAL-A PB8 GR 473.3 (78.7) 177.3
PHILIP MORRIS IN PM1EUR EU 36,137.0 (7,157.0) 854.0
PHILIP MORRIS IN PM1 TE 36,137.0 (7,157.0) 854.0
PHILIP MORRIS IN 4I1 GR 36,137.0 (7,157.0) 854.0
PHILIP MORRIS IN 4I1 TH 36,137.0 (7,157.0) 854.0
PHILIP MORRIS IN PM US 36,137.0 (7,157.0) 854.0
PHILIP MORRIS IN PM1CHF EU 36,137.0 (7,157.0) 854.0
PHILIP MORRIS IN PMI SW 36,137.0 (7,157.0) 854.0
PHILIP MORRIS IN PM FP 36,137.0 (7,157.0) 854.0
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9)
PLY GEM HOLDINGS PG6 GR 1,033.7 (107.2) 199.4
PLY GEM HOLDINGS PGEM US 1,033.7 (107.2) 199.4
PROTALEX INC PRTX US 2.8 (7.0) 2.3
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
QUALITY DISTRIBU QLTY US 443.2 (51.2) 106.0
QUALITY DISTRIBU QDZ GR 443.2 (51.2) 106.0
QUINTILES TRANSN Q US 3,061.9 (559.5) 571.3
QUINTILES TRANSN QTS GR 3,061.9 (559.5) 571.3
RADIUS HEALTH IN 1R8 GR 12.8 (24.5) (22.7)
RADIUS HEALTH IN RDUS US 12.8 (24.5) (22.7)
RADNET INC PQI GR 737.2 (9.3) 61.4
RADNET INC RDNT US 737.2 (9.3) 61.4
REGAL ENTERTAI-A RGC US 2,787.3 (751.2) 142.6
REGAL ENTERTAI-A RETA GR 2,787.3 (751.2) 142.6
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RENTPATH INC PRM US 208.0 (91.7) 3.6
RETROPHIN INC 17R GR 94.0 (35.4) (107.0)
RETROPHIN INC RTRX US 94.0 (35.4) (107.0)
REVLON INC-A REV US 2,105.1 (589.0) 248.9
REVLON INC-A RVL1 GR 2,105.1 (589.0) 248.9
RITE AID CORP RTA GR 6,946.5 (2,046.4) 1,643.0
RITE AID CORP RAD US 6,946.5 (2,046.4) 1,643.0
ROCKWELL MEDICAL RWM TH 26.8 (3.5) 8.2
ROCKWELL MEDICAL RWM GR 26.8 (3.5) 8.2
ROCKWELL MEDICAL RMTI US 26.8 (3.5) 8.2
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
SABRE CORP SABR US 4,750.4 (312.9) (279.6)
SABRE CORP 19S GR 4,750.4 (312.9) (279.6)
SABRE CORP 19S TH 4,750.4 (312.9) (279.6)
SALLY BEAUTY HOL SBH US 2,106.0 (268.8) 715.8
SALLY BEAUTY HOL S7V GR 2,106.0 (268.8) 715.8
SEQUENOM INC QNMA TH 122.9 (58.6) 40.8
SEQUENOM INC SQNM US 122.9 (58.6) 40.8
SERVICEMASTER GL SVW GR 5,197.0 (369.0) 240.0
SERVICEMASTER GL SERV US 5,197.0 (369.0) 240.0
SILVER SPRING NE SSNI US 524.4 (97.1) 97.5
SILVER SPRING NE 9SI TH 524.4 (97.1) 97.5
SILVER SPRING NE 9SI GR 524.4 (97.1) 97.5
SPORTSMAN'S WARE 06S GR 224.2 (121.1) 83.2
SPORTSMAN'S WARE SPWH US 224.2 (121.1) 83.2
SUNEDISON INC SUNE* MM 7,166.1 (236.5) 250.8
SUNEDISON INC WFR TH 7,166.1 (236.5) 250.8
SUNEDISON INC SUNE US 7,166.1 (236.5) 250.8
SUNEDISON INC WFR GR 7,166.1 (236.5) 250.8
SUNGAME CORP SGMZ US 2.2 (3.6) (3.9)
SUPERVALU INC SVU US 4,374.0 (738.0) 52.0
SUPERVALU INC SJ1 TH 4,374.0 (738.0) 52.0
SUPERVALU INC SJ1 GR 4,374.0 (738.0) 52.0
SURNA INC SRNA US 0.1 (2.7) (2.6)
THRESHOLD PHARMA NZW1 GR 94.7 (29.0) 50.3
THRESHOLD PHARMA THLD US 94.7 (29.0) 50.3
TOWN SPORTS INTE CLUB US 410.6 (50.2) 26.1
TRANSDIGM GROUP TDG US 6,399.3 (125.6) 975.5
TRANSDIGM GROUP T7D GR 6,399.3 (125.6) 975.5
TRINET GROUP INC TNET US 1,340.4 (46.1) 93.8
TRINET GROUP INC TN3 GR 1,340.4 (46.1) 93.8
TRINET GROUP INC TNETEUR EU 1,340.4 (46.1) 93.8
ULTRA PETROLEUM UPM GR 2,881.8 (227.7) (374.8)
ULTRA PETROLEUM UPL US 2,881.8 (227.7) (374.8)
UNISYS CORP USY1 TH 2,399.2 (659.6) 421.4
UNISYS CORP UIS1 SW 2,399.2 (659.6) 421.4
UNISYS CORP UISCHF EU 2,399.2 (659.6) 421.4
UNISYS CORP UISEUR EU 2,399.2 (659.6) 421.4
UNISYS CORP USY1 GR 2,399.2 (659.6) 421.4
UNISYS CORP UIS US 2,399.2 (659.6) 421.4
VANGUARD MINING VNMC US 1.4 (1.5) (0.2)
VARONIS SYSTEMS VS2 GR 33.7 (1.5) 1.8
VARONIS SYSTEMS VRNS US 33.7 (1.5) 1.8
VECTOR GROUP LTD VGR US 1,459.2 (12.6) 422.5
VECTOR GROUP LTD VGR GR 1,459.2 (12.6) 422.5
VENOCO INC VQ US 738.2 (130.8) (13.4)
VERISIGN INC VRS GR 2,609.3 (457.6) (253.6)
VERISIGN INC VRS TH 2,609.3 (457.6) (253.6)
VERISIGN INC VRSN US 2,609.3 (457.6) (253.6)
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WEIGHT WATCHERS WW6 GR 1,483.1 (1,452.8) (31.0)
WEIGHT WATCHERS WTW US 1,483.1 (1,452.8) (31.0)
WEIGHT WATCHERS WW6 TH 1,483.1 (1,452.8) (31.0)
WEST CORP WSTC US 3,544.1 (709.4) 405.3
WEST CORP WT2 GR 3,544.1 (709.4) 405.3
WESTMORELAND COA WLB US 1,407.1 (206.2) (30.5)
WESTMORELAND COA WME GR 1,407.1 (206.2) (30.5)
XERIUM TECHNOLOG XRM US 631.1 (11.8) 104.4
XERIUM TECHNOLOG TXRN GR 631.1 (11.8) 104.4
YRC WORLDWIDE IN YRCW US 2,215.1 (363.1) 193.6
YRC WORLDWIDE IN YEL1 TH 2,215.1 (363.1) 193.6
YRC WORLDWIDE IN YEL1 GR 2,215.1 (363.1) 193.6
*********
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 ***