/raid1/www/Hosts/bankrupt/TCR_Public/140923.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, September 23, 2014, Vol. 18, No. 265
Headlines
22ND CENTURY: Sells $10 Million Restricted Shares to Crede
ADELPHI ACADEMY: Seeks Court Approval of Plan Outline
ADELPHI ACADEMY: MCB Asserts Additional Payments for Secured Claim
AFFYMAX INC: Xstelos Intends to Vote Against Liquidation Proposal
ALTEGRITY INC: S&P Cuts CCR to 'CCC-' on Loss of Gov't Contracts
AMERICAN AIRLINES: Reaches Tentative Deal with Flight Attendants
AMERICAN AIRLINES: S&P Rates $500MM Sr. Unsecured Notes 'B-'
AMERICAN APPAREL: Lion/Hollywood Designee Appointed Director
AMERICAN MEDIA: S&P Raises CCR to 'CCC' on Debt Exchange
AMERICUS MORTGAGE: Foreclosure Sale of Receivables on Sept. 26
AMISTAD AMERICA: Oct. 15 Claims Bar Date Set in Receivership Case
ANIXTER INC: S&P Rates $400MM Sr. Unsecured Notes 'BB'
ARTS BLOCK: Case Summary & Largest Unsecured Creditors
AUXILIUM PHARMACEUTICALS: FDA Approves sNDA for STENDRA
AUXILIUM PHARMACEUTICALS: S&P Raises Corp. Credit Rating to CCC+
BATE LAND: Asks for January Extension of Plan Approval Deadline
BATE LAND: Says Market Value for BLC Property Appropriate
BILL BARRETT: S&P Affirms 'B+' CCR on Asset Sales; Outlook Stable
BION ENVIRONMENTAL: Files Patent on Next-Gen Technology Platform
BLACKBRUSH TEXSTAR: Moody's Withdraws Caa1 Corp. Family Rating
BROADWAY FINANCIAL: Stockholders Approve Sale of 9MM Shares
BROKING'S TRANSPORT: Case Summary & 20 Top Unsecured Creditors
CAESARS ENTERTAINMENT: Amends Waiver Agreement with UMB Bank
CENTURY ALUMINUM: S&P Raises Rating on $250MM Sec. Notes to 'B+'
CITADEL RIDGELAND: Case Summary & 10 Largest Unsecured Creditors
CITGO PETROLEUM: S&P Lowers CCR to 'B-' on Parent Downgrade
COLT DEFENSE: S&P Lowers CCR to 'CCC' on Deteriorating Liquidity
CORINTHIAN COLLEGES: Sued by CFPB for Predatory Lending
DAYTON POWER: Fitch Says Separation Order Supportive of IDR
DAYTON POWER: Moody's Lowers Senior Unsecured Debt Rating to Ba3
DEL MONTE FOODS: S&P Revises Outlook to Neg. & Affirms 'B' CCR
DETROIT, MI: Ch. 9 Plan Trial Pushed Back to Sept. 29
DEWEY & LEBOEUF: Defense Seeks Dismissal of Charges v. Ex-Leaders
DOTS LLC: Removal Period Extended to Feb. 16
DOTS LLC: Plan Filing Exclusivity Extended to Jan. 15
DOTS LLC: Wants Citi Forced Compelled to Return $226,000 Balance
DTS8 COFFEE: Incurs $234,000 Net Loss in July 31 Quarter
DUNE ENERGY: To Be Acquired by Eos Petro
E. H. MITCHELL: To Present Plan for Confirmation on Nov. 6
ECOTALITY INC: Shareholders' Class Suit v. Executives Tossed
ECOSPHERE TECHNOLOGIES: Obtains $1 Million Bridge Loan
ENDEAVOUR INT'L: Fails to Comply With NYSE's Listing Rules
ELEPHANT TALK: Six Directors Elected at Annual Meeting
ENTEGRA POWER: US Trustee Unable to Appoint Creditors' Committee
ERF WIRELESS: Rhino to Buy WISP Assets
GALLAGHER WELDING: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: Plaintiffs' Bid for Document Discovery Okayed
GENERAL MOTORS: Ignition Switch Death Toll Rises to 21
GEOMET INC: Stockholders May Act by Written Consent
HALLWOOD ENERGY: Hunton Mostly Escapes $50-Mil. Malpractice Suit
HEALTHWAREHOUSE.COM INC: Bruce Bedrick Holds 15.7% Stake
HULDRA SILVER: Creditors' Meetings in CCAA Proceedings Today
HOWREY LLP: Former Partners Contribute Another $1.5-Mil.
INTERNAL FIXATION: Chapter 7 Trustee Seeks Channeling Injunction
ITR CONCESSION: Indiana Toll Road Operator Files for Ch. 11
ITR CONCESSION: Case Summary & 30 Largest Unsecured Creditors
JEFFREY ALEXANDER DDS: Case Summary & 15 Top Unsecured Creditors
JHD HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
LDK SOLAR: Class Meetings of Creditors Set for Oct. 16 to 17
LPL HOLDINGS: S&P Affirms 'BB-' ICR; Outlook Stable
MARINA BIOTECH: Donald Williams Elected to Board of Directors
MASHANTUCKET PEQUOT: S&P Lowers Issuer Credit Rating to 'CC'
MATTRESS FIRM: Moody's Assigns B1 Rating on $720MM Term Loan
MATTRESS FIRM: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
MEGA RV: Committee Gets Approval to Hire Greenberg as Counsel
METRO AFFILIATES: Judge Orders Termination of 401(k) Plan
MJH EDUCATION: Moody's Hikes Rating on Housing Bonds to 'Caa2'
MOLYCORP INC: Oaktree Capital Owns 9.1% Equity Stake
MOMENTIVE PERFORMANCE: Reaches Accord Over Unpaid Interest
MORGANS HOTEL: Gabelli Funds, Et Al., Hold 5% Equity Stake
MSCI INC: Moody's Affirms Ba1 Corp. Family Rating; Outlook Stable
MUNIRE FURNITURE: Case Summary & 20 Largest Unsecured Creditors
NAARTJIE CUSTOM: Proposes Dorsey & Whitney as Counsel
NEOMEDIA TECHNOLOGIES: Reports $28.5MM Net Income in 2013
NET ELEMENT: CEO Oleg Firer Reports 6.5% Equity Stake
NET ELEMENT: Issues Add'l 2 Million Common Shares to Crede
NII HOLDINGS: Schedules Filing Deadline Extended to Oct. 13
NII HOLDINGS: Proposes Equity Sale Guidelines to Protect NOLs
NII HOLDINGS: US Court Enters Order to Enforce Bankr. Protection
NII HOLDINGS: Taps Prime Clerk as Claims Agent
NII HOLDINGS: Seeks to Employ Prime Clerk as Admin. Advisor
NII HOLDINGS: Court Issues Order Confirming Sec. 362 Protections
NII HOLDINGS: Court Issues Joint Administration Order
NII HOLDINGS: Common Stock to be Delisted From NASDAQ
OCI BEAUMONT: S&P Raises CCR to 'B'; Outlook Stable
OLD TOWNE COMMONS: Case Summary & 20 Top Unsecured Creditors
ONE FIREROCK: Court Dismisses Chapter 11 Bankruptcy Case
PALM BEACH COMMUNITY: Has Until Oct. 3 to Solicit Plan Votes
PALM BEACH COMMUNITY: To Hire Aucamp Dellenback as Appraiser
PALM BEACH COMMUNITY: Wants to Employ New River as Appraiser
PHOENIX PAYMENT: US Trustee Appoints Two New Committee Members
PILOT TRAVEL: S&P Assigns 'BB' Rating on $4.45BB Sr. Facilities
PLYMOUTH EDUCATIONAL: S&P Lowers Rating on Refunding Bonds to 'B-'
PRETTY GIRL: Seeks to Hire Kasowitz Benson as Special Counsel
PRETTY GIRL: Files Schedules of Assets and Liabilities
PRETTY GIRL: Can Use JP Morgan's Cash Collateral Until Sept. 30
PRETTY GIRL: Wants to Hire Petriello as Accountant
PRO MACH: S&P Puts 'B+' Corp. Credit Rating on Watch Negative
RADIOSHACK CORP: Major Supplier Declined to Help Rescue Effort
RANGE RESOURCES: Moody's Affirms Ba1 Corporate Family Rating
RITE AID: Posts Net Income of $127.8 Million in Q2 2015
ROLLING MEADOWS: Fitch Affirms 'BB+' Rating on 17.85MM Rev. Bonds
ROYAL NUMERIC FX: Apartment Complex to Be Sold Oct. 9
RSP PERMIAN: S&P Assigns 'B+' CCR & Rates $450MM Notes 'B-'
SCR-SUN COUNTRY: Case Summary & 20 Largest Unsecured Creditors
SEARS HOLDINGS: Fairholme Owns 23.1% Equity Stake
SEARS HOLDINGS: ESL Says Talks Ongoing to Acquire Loan Interests
SFX ENTERTAINMENT: S&P Keeps 'B-' CCR After $50MM Debt Add-On
SIMPLY WHEELZ: Court Sets Section 503(b)(9) Claims Bar Date
SINO NORTHEAST METALS: Foreclosure Sale Set for Oct. 17
SOUTHERN TITLE INSURANCE: Claims Bar Date Set for January 2015
SUSQUEHANNA AREA: Fitch Lowers Rating on $148MM Sr. Bonds to 'BB+'
SYSTMS OF NEW YORK: Case Summary & 16 Top Unsecured Creditors
TAYLOR BEAN: Freddie Mac Sues Deloitte for $1.3-Bil. Over Fraud
THINKSTREAM INCORPORATED: Involuntary Chapter 11 Case Summary
THOMAS JEFFERSON SCHOOL: S&P Cuts 2008 Rev. Bonds Rating to 'CC'
TUP VI LLC: Case Summary & 17 Largest Unsecured Creditors
UNI-PIXEL INC: Appoints Dr. Arnold Kholodenko as SVP of R&D
UNIVERSAL COOPERATIVES: Has Until Dec. 8 to File Plan
VERITEQ CORP: Magna Equities Reports 9.9% Equity Stake
WALBERT TRUCKING: Case Summary & 20 Largest Unsecured Creditors
WATERSIDE ESTATES AT CRESTHAVEN: Foreclosure Sale on Oct. 17
WHEATLAND MARKETPLACE: Court Orders Dismissal of Chapter 11 Case
WOODLAKE PARTNERS: Case Summary & 20 Largest Unsecured Creditors
ZOGENIX INC: Director James C. Blair Quits
ZOGENIX INC: Inks Third Amendment to Daravita License Agreement
WPCS INTERNATIONAL: Seeks Approval of Authorized Shares Hike
* California Man Found Guilty in $5.8MM Mortgage Fraud Scheme
* Credit Suisse Loans Draw Fed Scrutiny
* Global X Liquidates 2 New York-Based Exchange-Traded Funds
* New York Announces New Debt Collection Rules
* Student-Loan Borrowers Have Chance to Refinance at Lower Rates
* Washington Warily Eyes Cities' Loan-Seizure Proposals
* Baker & McKenzie Adds Two Transactional Partners in New York
* Large Companies With Insolvent Balance Sheet
*********
22ND CENTURY: Sells $10 Million Restricted Shares to Crede
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22nd Century Group, Inc., said it has closed a private placement
with Crede CG III, Ltd, pursuant to which 22nd Century sold
3,871,767 shares of restricted stock for the purchase price of
$10,000,000. The pricing was determined by the 3-day volume-
weighted average price (VWAP) from September 10 through 12.
Proceeds of the financing will be used to conduct exposure
studies, product launches, acquisitions, potential joint ventures,
and for general working capital purposes.
As one of the largest shareholders of the Company, Crede continues
to demonstrate its long-term investment horizon by investing new
money in restricted common stock of 22nd Century Group at current
market prices - without a discount.
Joseph Pandolfino, founder and CEO of 22nd Century Group, stated,
"Crede has been a long-term shareholder and is assisting the
Company in achieving its strategic objectives. Additionally,
Crede has been instrumental in our Asian strategic initiatives and
we are hopeful these lead to attractive opportunities for 22nd
Century in the coming weeks."
"The proceeds from this private placement will greatly strengthen
our balance sheet. Further, the funds will facilitate several R&D
catalysts as well as the achievement of revenue-generating
milestones," explained John T. Brodfuehrer, 22nd Century's CFO.
He added, "I expect the coming months to be very exciting for our
shareholders."
Chardan Capital Markets, LLC, acted as the exclusive placement
agent in this transaction.
License Agreement with Anandia
22nd Century announced that its wholly-owned subsidiary, Botanical
Genetics, LLC, has entered into a worldwide license agreement with
Anandia Laboratories Inc. (Anandia), a plant biotechnology company
based in Vancouver, granting 22nd Century Group exclusive rights
in the U.S. to four genes required for cannabinoid production in
the cannabis plant.
The proprietary technology licensed from Anandia allows the
modification of cannabinoid levels in cannabis providing 22nd
Century Group an exclusive competitive advantage in the burgeoning
area of cannabis biotechnology. In brief, the proprietary
technology allows for the (i) increase in the production and
content of all or certain subsets of cannabinoids in the cannabis
plant, (ii) elimination of cannabinoids in hemp varieties, and
(iii) modification of the cannabinoid profile (percentage content
of each cannabinoid to the total content of all cannabinoids) for
the production of unique cannabis plant varieties for the medical
marijuana industry.
The license also grants 22nd Century Group co-exclusive rights
with Anandia to this proprietary technology in all countries
outside of the U.S. and Canada. Anandia retains exclusive rights
in Canada. The technology includes 23 patent applications filed
between August 2010 and June 2014, one of which recently received
a Notice of Allowance by the U.S. Patent and Trademark Office.
Jonathan Page, PhD, co-founder, president and chief scientific
officer of Anandia is an inventor on all of the patents licensed
to 22nd Century Group. Dr. Page, one of the lead investigators in
the first cannabis genome project, assisted in the sequencing of
some 30,000 genes that make up the genome of Cannabis sativa.
Cannabinoids are a class of diverse naturally-occurring compounds
that act on the cannabinoid receptors on human cells. The most
notable cannabinoid is the phytocannabinoid ?9-
tetrahydrocannabinol (THC), the primary psychoactive compound of
cannabis. There are dozens of other cannabinoids in the cannabis
plant, including cannabidiol (CBD), cannabigerol (CBG),
cannabichromene (CBC), cannabinol (CBN) and tetrahydrocannabivarin
(THCV), all of which may have medical applications independently
or in combination with other cannabinoids.
Joseph Pandolfino, Founder and CEO of 22nd Century Group, stated,
"The main reason 22nd Century was attracted to Anandia's
proprietary technology is that it gives us a level of exclusivity
in the cannabinoid biosynthetic pathway in cannabis similar to
what we have achieved in the nicotinic biosynthetic pathway in
tobacco - exclusive freedom to operate in the entire pathway."
Dr. Page explained, "22nd Century's track record in developing
complex patent portfolios in the plant biotechnology area is
impressive. For an early stage company such as Anandia, 22nd
Century Group is an ideal licensing partner."
Hemp, a type of cannabis, has been refined into products such as
hemp seed for food, hemp oil, wax, resin, rope, cloth, pulp,
paper, plastics and biofuels - most of these for centuries. The
fact that commercial hemp varieties, which are the same species as
marijuana (Cannabis sativa), contain very low levels of THC, has
greatly limited the production of hemp during the modern era in in
the western world, including the U.S. Over centuries, recreational
marijuana was bred for elevated THC levels, but hemp was bred for
yield and other characteristics. Hemp was one of man's first
agricultural crops, and remained one of the planet's largest crops
and most important industrial crops until late in the nineteenth
century when many paper and fiber products were produced from
hemp. Up until that time, the very low THC levels in hemp were
not considered a problem by governments, unlike today. For
example, Canada and the European Union only permit cultivation of
hemp varieties that contain less than 0.3% THC, which greatly
increases the risk to farmers of growing hemp.
Hemp based products have various advantages over their
counterparts such as strength and durability which are important
for recycling. Hemp has the longest fiber out of any of the
natural fibers. According to Hemp.com, various car makers are
beginning to use hemp bi-products in their cars, including Audi,
BMW, Ford, GM, Chrysler, Honda, Mercedes, Porsche and Volkswagen.
Michael R. Moynihan, PhD, vice president of Research and
Development of 22nd Century, explains, "The elimination of
cannabinoids in hemp is expected to revitalize the hemp industry
worldwide."
In addition to the license agreement, as part of the transaction,
22nd Century Group acquired a 25% stake in Anandia. 22nd Century
Group invested approximately $1,500,000 in cash and restricted
stock in this transaction. This investment in Anandia reflects
22nd Century's strategic interest in cannabis, which will be
further expanded through collaborative R&D funding of Anandia's
Vancouver-based facilities.
For additional information, please visit: www.xxiicentury.com
About 22nd Century
Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.
22nd Century reported a net loss of $26.15 million in 2013, a net
loss of $6.73 million in 2012 and a net loss of $1.34 million in
2011. As of June 30, 2014, the Company had $11.24 million in
total assets, $2.11 million in total liabilities, and $9.12
million in total shareholders' equity.
ADELPHI ACADEMY: Seeks Court Approval of Plan Outline
-----------------------------------------------------
Adelphi Academy asked the U.S. Bankruptcy Court for the Eastern
District of New York to approve its Chapter 11 reorganization plan
and the disclosure statement outlining its proposed plan.
The restructuring plan filed on Sept. 12 proposes a 100%
distribution to creditors on account of their claims. Payments to
creditors will be funded from the proceeds of an exit financing
arrangement with Titan Capital ID, LLC in the amount of $8.75
million, and from Adelphi Academy's available cash on hand on the
effective date of the plan.
Under the plan, priority claim in Class 1 will be paid in full in
cash subject to provisions of the plan governing disputed claims.
Class 1 consists of TIAA CREF's unsecured priority claim in the
scheduled amount of $27,284 for contributions to employee benefit
plans.
Unsecured claims in Class 3 will also be paid in full in cash.
Adelphi Academy expects that the amount that will be paid to
unsecured creditors won't exceed $350,000.
Meanwhile, secured creditor Metropolitan Commercial Bank will
receive from the proceeds more than $6.33 million, plus per diem
charges of $1,315 from Sept. 1 through the closing of the $8.75
million financing.
Each class of claims is unimpaired, thus, creditors are deemed to
have accepted the restructuring plan and their votes are not being
solicited, according to court filings.
A full-text copy of the disclosure statement is available without
charge at http://is.gd/ohJoSi
About Adelphi Academy
Adelphi Academy -- operator of the Adelphi Academy of Brooklyn, a
not-for-profit, 501(c)(3), private and independent school from
property it owns at 8515 Ridge Boulevard in Bay Ridge, Brooklyn --
filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-43065) in
Brooklyn on June 16, 2014. The bankruptcy case is assigned to
Judge Elizabeth S. Stong.
The proposed attorney for the Debtor is A. Mitchell Greene, Esq.
at Robinson, Brog, Leinwand, Greene, Genovese, & Gluck PC of New
York, New York.
Metropolitan Commercial Bank is represented by Lee Attanasio,
Esq., at Sidley Austin LLP, in New York.
ADELPHI ACADEMY: MCB Asserts Additional Payments for Secured Claim
------------------------------------------------------------------
Metropolitan Commercial Bank said it won't object to the Chapter
11 plan proposed by Adelphi Academy on condition that it receives
additional payments if its secured claim isn't paid in full by
Sept. 30.
According to the bank, it is entitled to receive more than $6.78
million, plus per diem charges of $3,946 from Oct. 1 through the
closing of Adelphi's $8.75 million financing deal with Titan
Capital ID, LLC if it doesn't receive full payment of its claim by
the end of the month.
Under Adelphi's reorganization plan, the bank will receive from
the proceeds of the financing deal more than $6.33 million, plus
per diem charges of $1,315 from Sept. 1 through the closing of the
deal.
Meanwhile, in court papers filed by Titan, the company said it
wasn't given the opportunity to review the plan prior to its
filing, and that the document doesn't include terms necessary for
the company to fund Adelphi's exit from bankruptcy.
"Unless and until those documents are revised to Titan's
satisfaction, Titan hereby reserves all of its rights regarding
the plan," the company said in court filings.
MetBank is represented by:
Todd B. Marcus, Esq.
Lee S. Attanasio, Esq.
SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, NY 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
E-mail: todd.marcus@sidley.com
lattanasio@sidley.com
Titan is represented by:
Seth H. Lieberman, Esq.
PRYOR CASHMAN LLP
7 Times Square
New York, New York 10036-6569
Tel: (212) 421-4100
Fax: (212) 326-0806
E-mail: slieberman@pryorcashman.com
About Adelphi Academy
Adelphi Academy -- operator of the Adelphi Academy of Brooklyn, a
not-for-profit, 501(c)(3), private and independent school from
property it owns at 8515 Ridge Boulevard in Bay Ridge, Brooklyn --
filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-43065) in
Brooklyn on June 16, 2014. The bankruptcy case is assigned to
Judge Elizabeth S. Stong.
The proposed attorney for the Debtor is A. Mitchell Greene, Esq.
at Robinson, Brog, Leinwand, Greene, Genovese, & Gluck PC of New
York, New York.
Metropolitan Commercial Bank is represented by Lee Attanasio,
Esq., at Sidley Austin LLP, in New York.
AFFYMAX INC: Xstelos Intends to Vote Against Liquidation Proposal
-----------------------------------------------------------------
Xstelos Holdings, Inc. and the members of its Schedule 13D group
own approximately 5.0% of the outstanding shares of common stock
of Affymax, Inc. On Sept. 19, 2014, the Xstelos Group announced
its intention to vote its shares against Affymax's proposed plan
of liquidation at the September 23, 2014 Special Meeting of
Shareholders.
The Company's management and Board of Directors have proposed a
plan of liquidation whereby, according to Affymax's Definitive
Proxy Statement on Schedule 14A filed on August 18, 2014, the
Company's shareholders are estimated to receive between $0.05 and
$0.06 per share. The Xstelos Group continues to believe that the
consideration shareholders are expected to receive under the Plan
of Liquidation is woefully inadequate. In fact, the shares have
not closed below $0.13 per share following the filing of the
Xstelos Group's Schedule 13D on August 22, 2014 and no lower than
$0.16 per share following the filing of Amendment No. 1 to the
Schedule 13D on August 25, 2014, which is nearly triple the amount
that shareholders are expected to receive under the Plan of
Liquidation.
"We believe this level of trading indicates the market's belief
that the Plan of Liquidation would represent a clearly undervalued
transaction, and is not in the shareholders' best interests. We
share that view," Xstelos Group said.
"We believe that prior to proposing a transaction such as the Plan
of Liquidation, the Board and management had a fiduciary
obligation to conduct a complete and extensive evaluation of all
reasonable alternatives. We do not believe that such a process
was conducted. While certain specific options may have been
considered by the Company, we do not believe that a full and
complete process was conducted, nor were all available options
considered. In particular, we were disappointed that we have
received limited responses to our proposals, and in fact received
no substantive response to our formal proposal dated August 25,
2014. Pursuant to the Xstelos Proposal, we offered to, among
other things, tender, at $0.10 per share, for up to 25% of the
outstanding shares of the Company, subject to limitations under
Section 382 of the Internal Revenue Code of 1986, as amended.
Under the Xstelos Proposal, the tender price would have been
approximately double the amount estimated by the Company to be
received by shareholders in the Plan of Liquidation.
"We believe that the Board, consistent with its fiduciary duties,
is under an obligation to complete a full and thorough review of
all strategic alternatives to the Plan of Liquidation, including
the Xstelos Proposal, in order to maximize value for shareholders.
In the event that the Plan of Liquidation is not approved, we
intend to pursue all options available to enhance shareholder
value, including, among other things, further discussions with
management and the Board regarding the Xstelos Proposal and other
value maximizing transactions, as well as seeking the election of
new director candidates to the Board who are committed to
maximizing shareholder value.
For the foregoing reasons, the Xstelos Group intends to vote its
shares AGAINST the proposal to approve the Plan of Liquidation."
About Affymax
Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California. In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S. The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.
Bankruptcy Warning
The Company said in the Quarterly Report for the period ended
March 31, 2014, "Because we have not made an irrevocable decision
to liquidate, the accompanying condensed financial statements have
been prepared under the assumption of a going concern basis that
contemplates the realization of assets and liabilities in the
ordinary course of business. Operating losses have been incurred
each year since inception, resulting in an accumulated deficit of
$559.5 million as of March 31, 2014. Nearly all of our revenues
to date have come from our collaboration with Takeda. As a result
of the February 23, 2013 nationwide voluntary recall of OMONTYS
and the suspension of all marketing activities, there is
significant uncertainty as to whether we will have sufficient
existing cash to fund our operations for the next 12 months.
Given our limited resources, there is no assurance that we will be
able to reduce our operating expenses enough to meet our existing
and future obligations and conduct ongoing operations. If we do
not have sufficient funds to continue operations, we could be
required to liquidate our assets, seek bankruptcy protection or
other alternatives. Any failure to dispel any continuing doubts
about our ability to continue as a going concern could adversely
affect our ability to enter into collaborative relationships with
business partners. These matters raise substantial doubt about
our ability to continue as a going concern. Our financial
statements do not include any adjustments that may result from the
outcome of this uncertainty."
Affymax reported a net loss of $14.42 million in 2013 following a
net loss of $93.41 million in 2012. As of June 30, 2014, the
Company had $5.38 million in total assets, $214,000 in total
liabilities, all current, and $5.17 million in total stockholders'
equity.
Ernst & Young LLP, in Redwood City, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that there is significant uncertainty as to whether the Company
will have sufficient financial resources to fund its operations
for the next 12 months. This condition raises substantial doubt
about the Company's ability to continue as a going concern.
ALTEGRITY INC: S&P Cuts CCR to 'CCC-' on Loss of Gov't Contracts
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Falls Church, Va.-based Altegrity Inc. to 'CCC-' from
'CCC+'. The outlook is negative.
At the same time, S&P lowered its rating on the senior secured
asset-backed revolver (ABL) and first-lien debt to 'CCC' from
'B-'. The recovery ratings on the ABL and first-lien debt are
'2', indicating that lenders could expect substantial (70% to 90%)
recovery in the event of a payment default.
In addition, S&P lowered its ratings on Altegrity's senior secured
second-lien, senior secured third-lien, senior unsecured, and
subordinated debt to 'C' (the lowest possible issue rating for an
instrument that is not in default) from 'CCC-'. The recovery
rating on this debt is '6', indicating that lenders could expect
negligible (0% to 10%) recovery in the event of a payment default.
"The downgrade follows the OPM's notification to USIS that it will
not exercise its remaining options on its fieldwork and support
services contracts," said Standard & Poor's credit analyst Rodney
Olivero. "As a result, we believe Altegrity's already weak
liquidity will be further strained, potentially resulting in a
liquidity event or restructuring over the next six months."
The ratings reflect Altegrity's diminished competitive position in
a highly fragmented industry, with low barriers to entry, where
intense price competition continues to pressure revenue growth,
leading to margin compression. More specifically, the loss of the
OPM business related to a recent data intrusion breach in the USIS
segment, as well as intense competition in the HireRight and Kroll
segments hinder Altegrity's ability to improve market share and
expand EBITDA margins. S&P projects adjusted leverage above 12x,
negative funds from operations to debt, and EBITDA to cash
interest coverage of approximately 0.8x.
S&P's forecast assumes financial sponsor Providence Equity
Partners provides no meaningful funds. S&P also assumes no
meaningful asset sale proceeds.
"We would downgrade the company if it announces that it will miss
its next interest payment, states its intent to file for
bankruptcy, or transact a restructuring that we view tantamount to
a default," said Mr. Olivero. "A higher rating is unlikely but
could occur if the company improves liquidity and profitability
without impairing repayments to lenders through a restructuring."
AMERICAN AIRLINES: Reaches Tentative Deal with Flight Attendants
----------------------------------------------------------------
Chelsey Dulaney, writing for The Wall Street Journal, reported
that American Airlines Group Inc. said it has reached a tentative
agreement on a collective bargaining agreement for more than
24,000 of its flight attendants. According to the report, the
airline did not outline the details of the agreement but said it
would be communicating to flight attendants by their bargaining
agent, the Association of Professional Flight Attendants, and the
ratified in a vote.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements. AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors. It was the third largest airline in the United States
at the time of the bankruptcy filing.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.
The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.
AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.
The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways. By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.
Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.
In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit. The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.
AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.
* * *
The Troubled Company Reporter, on Sep. 2, 2014, reported that
Standard & Poor's Ratings Services revised its rating outlooks on
American Airlines Group Inc. (AAG) and its subsidiaries American
Airlines Inc. and US Airways Inc. to positive from stable. At the
same time, S&P affirmed its ratings on the companies, including
the 'B' corporate credit ratings.
The TCR, on Sept. 22, 2014, reported that Standard & Poor's
Ratings Services assigned its 'A (sf)' issue rating to American
Airlines Inc.'s series 2014-1 class A pass-through certificates,
which have an expected maturity of Oct. 1, 2026. At the same
time, S&P assigned its 'BBB- (sf)' issue rating to the company's
series 2014-1 class B pass-through certificates, which have an
expected maturity of Oct. 1, 2022. The final legal maturity dates
will be 18 months after the expected maturity dates. American
Airlines is issuing the certificates under a Rule 415 shelf
registration.
The TCR, on the same day, reported that Moody's Investors Service
assigned a B3 (LGD5) rating to the $500 million of new five year
unsecured notes that American Airlines Group Inc. ("AAG") offered
for sale earlier. Its subsidiaries, American Airlines, Inc.
("AA"), US Airways Group, Inc. and US Airways, Inc. will guarantee
AAG's payment obligations under the indenture on a joint and
several basis. Moody's Corporate Family rating of AAG is B1 with a
stable outlook.
The TCR also reported that Fitch Ratings has assigned a rating of
'B+/RR4' to the $500 million unsecured notes to be issued by
American Airlines Group Inc. The Issuer Default Ratings (IDR) for
American Airlines Group Inc., American Airlines, Inc., US Airways
Group, Inc., and US Airways, Inc. remain unchanged at 'B+' with a
Stable Outlook.
AMERICAN AIRLINES: S&P Rates $500MM Sr. Unsecured Notes 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '5' recovery rating to American Airlines Group Inc.'s
new $500 million senior unsecured notes due 2019. The '5'
recovery rating indicates S&P's expectation for modest (10%-30%)
recovery in a payment default scenario. Subsidiaries American
Airlines Inc., US Airways Group Inc., and US Airways Inc.
guarantee the notes.
S&P's existing 'B-' issue-level rating and '5' recovery rating on
US Airways Group Inc.'s senior unsecured debt, which American
Airlines and parent American Airlines Group guarantee, are
unchanged.
S&P's recovery rating on the senior unsecured debt factors in the
possibility that American Airlines Inc. could choose to issue up
to $1.8 billion of additional senior secured credit facilities, as
the company noted in the prospectus.
Standard & Poor's revised its rating outlooks on American Airlines
Group (AAG) and its subsidiaries American Airlines and US Airways
Inc. to positive from stable on Aug. 29, 2014. At the same time,
S&P affirmed its ratings on the companies, including the 'B'
corporate credit ratings.
AAG reported strong earnings during the first half of 2014, with
net income of $1.3 billion, and S&P expects that this trend will
continue for the remainder of the year and into 2015. The company
is benefiting from generally positive revenue conditions in the
U.S. airline industry, since the largest four airlines, which have
a combined market share of more than 80%, are adding capacity
cautiously and focusing on raising load factors (utilization) and
yield (pricing). AAG is also capturing merger cost and revenue
synergies, which should increase once regulatory approvals (a
single operating certificate) allow the full operational
integration of the company's two airline operating subsidiaries.
That integration, which AAG expects to be complete in late 2015,
also carries risks, since it will involve combining information
technology systems and aircraft crews.
RATINGS LIST
American Airlines Group Inc.
American Airlines Inc.
US Airways Inc.
Corporate Credit Rating B/Positive/---
New Ratings
American Airlines Group Inc.
Senior Unsecured
$500M notes B-
Recovery Rating 5
AMERICAN APPAREL: Lion/Hollywood Designee Appointed Director
------------------------------------------------------------
The Board of Directors of American Apparel, Inc., appointed Robert
Mintz as a Class C director to fill one of the existing vacancies
on the Board, according to a regulatory filing with the U.S.
Securities and Exchange Commission. Mr. Mintz is a designee of
Lion/Hollywood L.L.C. under the Investment Agreement, dated as of
March 13, 2009, as amended, between the Company and Lion.
Mr. Mintz is the former chief executive officer of Rupari Food
Services, Inc., a food service manufacturer and branded retail
distributor of refrigerated meat products. The Board determined
that Mr. Mintz qualifies as an independent director under the
rules of the NYSE MKT LLC.
About American Apparel
Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel. As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.
Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being. Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece. The deal allows the investors to purchase additional
27.4 million shares at the same price.
American Apparel has been in the red as far back as 2010. The
Company reported a net loss of $106.29 million on $633.94 million
of net sales for the year ended Dec. 31, 2013, as compared with a
net loss of $37.27 million on $617.31 million of net sales for the
year ended Dec. 31, 2012. American Apparel posted a net loss of
$39.31 million on $547.33 million of net sales for the year ended
Dec. 31, 2011, compared with a net loss of $86.31 million on
$532.98 million of net sales during 2010. In 2011, American
Apparel announced a restatement of its 2009 financial reports.
The Company's balance sheet at June 30, 2014, showed
$314.36 million in total assets, $381.96 million in total
liabilities, and a $67.60 million total stockholders' deficit.
* * *
The TCR reported on Nov. 21, 2013, that Moody's Investors Service
downgraded American Apparel Inc.'s corporate family rating to
Caa2. The clothing retailer's probability of default was also
lowered one level and the outlook is negative.
As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Los Angeles-based
American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is
negative.
"The downgrade reflects our assessment that a debt restructuring
appears inevitable within six months, absent unanticipated
significantly favorable changes in the company's circumstances,"
said Standard & Poor's credit analyst Ryan Ghose.
AMERICAN MEDIA: S&P Raises CCR to 'CCC' on Debt Exchange
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Boca Raton, Fla.-based American Media Inc. to 'CCC' from
'SD' (selective default). The rating outlook is negative.
At the same time, S&P lowered its issue-level rating on American
Media's 11.5% first-lien notes due 2017 to 'CCC' from 'CCC+' and
revised the recovery rating to '4' from '3'. The '4' recovery
rating indicates S&P's expectation for meaningful recovery (30%-
50%) for lenders in the event of a payment default.
The upgrade follows a review of American Media's business and
financial risk profile assessments following its exchange of
approximately $7.8 million 13.5% second-lien senior notes due 2018
and approximately $113.3 million 10% second-lien senior payment-
in-kind (PIK) notes due 2018 for equity. The transaction lowers
the company's total indebtedness by about $121 million to $393
million. Despite the reduction in debt outstanding, S&P believes
that without an unforeseen reversal of revenue trends the issuer
will likely default on interest over the next 12 months as or a
violate its first-lien leverage covenant.
S&P's corporate credit rating on American Media reflects its
expectation that its leverage will remain high and its operations
will remain subject to structural pressures from declining
newsstand sales and volatile print advertising revenues in the
magazine publishing business. Nearly 60% of the company's 2014
revenue consisted of sales from its celebrity publishing segment
(National Enquirer, Star, and Ok! magazines), which declined 6% in
2014 and 8% in 2013. Based on S&P's revised forecast, it now
expects the celebrity segment to decline in the mid-teen percent
rate following the May 2014 bankruptcy of the company's second
largest newsstand distributer Source Interlink Distribution LLC.
Revenue declined 13% in the fiscal first quarter of 2015,
including a 9% decline in the celebrity publishing segment. S&P
expects that fiscal second-quarter results will be worse, since it
will include a full three months of the disruption, compared with
the roughly six weeks included in the first-quarter results.
Aside from the distribution setbacks, S&P's unfavorable view of
newsstand magazine sales stems from the widespread availability
of digital alternatives, such as social media and websites, that
provide free celebrity-oriented content. For these reasons, S&P
assess the company's business risk profile as "vulnerable."
The company's two other business segments--women's active
lifestyle and men's active lifestyle--together accounted for about
36% of sales in fiscal 2014 and have performed more steadily than
the celebrity segment because they are less dependent on newsstand
sales. The company's ad pages declined less than 1% year-over-
year for the first three months of 2014. S&P expects that the
distribution disruption will lower both segments' 2015 performance
but not to the degree of the celebrity segment. In addition, the
company's initiative to drive digital revenue, which accounted for
7% of 2014 revenue, is still developing.
"We assess the company's financial risk profile as "highly
leveraged," based on our expectation of leverage in the high-8x
area at fiscal year-end 2015--an increase from 8.1x as of fiscal
year-end 2014. American Media is owned by financial sponsors
Chatham Asset Management LLC and Omega Charitable Partnership L.P.
Given the company's high annual interest expense, we expect that
its cash flow from operations will be borderline breakeven and
that its discretionary cash flow will be negative in fiscal 2015.
We also expect that the company's cushion of compliance with its
z.25x first lien secured leverage covenant will be continuously
thin over the next four testing periods before it steps down to
4.5x for the Sept. 30, 2015. We further expect that the company
will likely require another amendment in fiscal 2016 or later,"
S&P said.
AMERICUS MORTGAGE: Foreclosure Sale of Receivables on Sept. 26
--------------------------------------------------------------
Allquest Home Mortgage Corporation, as the foreclosing secured
lender, will conduct a public sale of all of Americus Mortgage
Corporation's (f/k/a Allied Home Mortgage Capital Corporation)
right, title, and interest in and to certain receivables,
certificates of deposit, cash, and other monies held by various
sureties -- including without limitation North American Specialty
Insurance Company and/or Washington International Insurance
Company -- as collateral and sums posted and pledged in connection
with the issuance of mortgage broker/banker surety bonds, where
CAP is the principal.
The sale will be held September 26, 2014, at 10:00 a.m. CDT.
The sale will take place at the offices of Nathan Sommers Jacobs,
2800 Post Oak Blvd., 61st Floor, Conference Room C, Houston, Texas
77056.
The Receivables will be sold as a single lot, on a strictly "as
is, where is" basis, with all faults and without recourse to AQ.
AQ makes no representation or warranty, express or implied, with
respect to the Receivables, including without limitation the value
or collectability thereof, or relating to the title, possession,
or any other representation or warranty with respect to the
Receivables whatsoever; AQ expressly disclaims any such
warranties. The Receivables will be sold to the highest bid for
cash (in U.S. Dollars).
AQ reserves the right to bid at the sale and to credit bid all or
any part of the total amount of its secured claims in partial or
full satisfaction of the purchase price. AQ further reserves its
right on or prior to the date of sale to modify, waive, or amend
any terms or conditions of the sale or impose any other terms or
conditions on the sale, and, if AQ deems appropriate, to reject
any bids and/or to adjourn, delay, or terminate the sale.
To obtain bid procedures and for more information relating to the
public sale or the Receivables, contact:
Seth A. Miller
NATHAN SOMMERS JACOBS
2800 Post Oak Blvd., 61st Floor
Houston, TX 77056
Tel: 713-960-0303
Fax: 713-892-4800
E-mail: smiller@nathansommers.com
AMISTAD AMERICA: Oct. 15 Claims Bar Date Set in Receivership Case
-----------------------------------------------------------------
The Superior Court for the Judicial District of Hartford, Conn.,
entered orders granting the receivership and appointing Katharine
B. Sacks, Esq., as receiver of Amistad America Inc. for sufficient
reasons set forth in the Complaint, filed Aug. 21, 2014.
The Receiver's appointment became effective as of August 21.
Atty. Sacks' obligations as receiver to the Court include,
broadly, the operation of all aspects of the Receivership's
business. Her functions as a receiver are overseen by the Court.
The Receiver cannot be deemed to have assumed responsibility for
any claim or obligation of any kind, including any lease contract,
which was incurred prior to August 21, 2014, the date upon which
the Receivership became effective, unless she has consented in
writing thereto.
The Court also restrains and enjoins the commencement,
prosecution, or continuance of the prosecution, of any action,
suit, arbitration proceeding, hearing, or any foreclosure,
reclamation, or repossession proceeding, both judicial and non-
judicial, or any other proceeding, in law, or in equity, or under
any statute, or otherwise, against the Receiver.
Any person or entity claiming a financial or property interest of
any kind that arose prior to the Effective Date of the
Receivership, with respect to the entity named in the caption to
this notice, is instructed to provide written notice to:
Pre-Receivership Claims
Amistad America Inc.
P.O. Box 6409
Hamden, CT 06517
for delivery no later than noon on October 15, 2014, the Bar Date.
Claims received after noon on October 15, 2014, the Bar Date, and
claims that do not comply with the substantive requirements will
not be considered by the Court.
The Court will hold a claims hearing on a date to be determined
and properly noticed at Connecticut Superior Court, 95 Washington
Street, Hartford, Connecticut 06106. At this hearing, the
Receiver will report to the Court a list of Pre-Receivership
claimants who filed timely claims, the amount of each asserted
claim, and recommended actions relative to claims recognition.
ANIXTER INC: S&P Rates $400MM Sr. Unsecured Notes 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue-level rating to Glenview, Ill.-based Anixter Inc.'s $400
million senior unsecured notes due 2021. The recovery rating on
this debt is '4', indicating S&P's expectation of average (30%-
50%) recovery for lenders in the event of a payment default.
The 'BB' corporate credit rating on parent Anixter International
Inc., the guarantor of the notes, remains unchanged. Anixter
International Inc. is a leading distributor of specialty wire and
cable systems and industrial fasteners, and has consistent
profitability. Although the company derives about half of its
revenues from a relatively narrow market segment, it benefits from
its global capabilities. The company had 2014 revenues (Jan.
fiscal year end) of $6.23 billion. The ratings reflect the
company's "satisfactory" business risk profile due to its
demonstrated effective management of its cost structure and
working capital levels through cyclical industry conditions. S&P
views its financial risk profile as "significant." Anixter has
used special dividends and share repurchases to bolster
shareholder returns, and is likely to continue to use acquisitions
to supplement growth. Debt to EBITDA is currently in the low-2x
area, but could fluctuate based on growth rates and associated
working capital requirements. Although debt levels are currently
strong for the rating, S&P expects the company to maintain total
debt to EBITDA at a ratings-appropriate level over time, with
temporary peak leverage not exceeding 4x. Liquidity is "adequate"
with cash of $121 million on July 4, 2014.
RATINGS LIST
Anixter International Inc.
Anixter Inc.
Corporate Credit Rating BB/Stable/--
Anixter Inc.
$400 mil. notes due 2021
Senior Secured BB
Recovery Rating 4
ARTS BLOCK: Case Summary & Largest Unsecured Creditors
------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Arts Block LLC 14-30916
59 Shearer Road
Colrain, MA 01340
The Pushkin, LLC 14-30917
332 Main Street (4 Federal Street)
Greenfield, MA 01301
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: September 21, 2014
Court: United States Bankruptcy Court
District of Massachusetts (Springfield)
Judge: Hon. Henry J. Boroff
Debtors' Counsel: Louis S. Robin, Esq.
LAW OFFICES OF LOUIS S. ROBIN
1200 Converse Street
Longmeadow, MA 01106
Tel: (413) 567-3131
Email: louis.robin@FitzgeraldOBrienRobin.net
Total Total
Assets Liabilities
---------- -----------
Arts Block LLC $750,000 $1.48MM
The Pushkin, LLC $450,000 $751,000
The petitions were signed by Edward Weirzbowski, manager.
A list of Arts Block's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/mab14-30916.pdf
A list of Pushkin LLC's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/mab14-30917.pdf
AUXILIUM PHARMACEUTICALS: FDA Approves sNDA for STENDRA
--------------------------------------------------------
VIVUS, Inc., and Auxilium Pharmaceuticals, Inc., announced that
the U.S. Food and Drug Administration (FDA) has approved a
supplemental new drug application (sNDA) for STENDRA(R)
(avanafil). STENDRA is now the only FDA-approved erectile
dysfunction (ED) medication indicated to be taken as early as
approximately 15 minutes before sexual activity.
STENDRA is a prescription medication in a class of drugs known as
phosphodiesterase type 5 (PDE5) inhibitors approved for the
treatment of ED in men 18 years or older. STENDRA is available in
multiple dosage strengths (50, 100 and 200 mg tablets) and may be
taken with or without food and moderate alcohol consumption (up to
three drinks). In clinical studies, when compared to placebo,
STENDRA helped more men achieve an erection in as early as
approximately 15 minutes that lasted long enough to successfully
complete sexual intercourse.
"ED patients in my practice are looking for a safe and effective
treatment option that also works fast," said Wayne JG Hellstrom,
M.D., FACS, Professor of Urology at Tulane University School of
Medicine in New Orleans and primary investigator for the clinical
trial. "In my opinion, STENDRA can be an appropriate and
important treatment option because the clinical trial demonstrated
that it provides a rapid onset of action in many men in as early
as approximately 15 minutes."
"STENDRA is the first FDA-approved ED drug in nearly a decade and
offers men and their partners an exciting new option," said Adrian
Adams, chief executive officer and president of Auxilium
Pharmaceuticals. "We believe this label expansion helps position
STENDRA as an exciting 'on demand' ED treatment and assists with
the very important aspect of spontaneity for men and their
partners in real world use. We believe this provides a meaningful
benefit for men with ED and further underscores Auxilium's
commitment to being an innovative leader in men's healthcare."
"We are pleased with the approval of the sNDA for STENDRA," said
Seth H. Z. Fischer, chief executive officer of VIVUS. "The
positive clinical study results, now part of the label,
demonstrate STENDRA's rapid onset of action. We believe this is
good news for men suffering from ED and for the healthcare
providers who treat them."
ED is the inability to attain or maintain a penile erection for
sufficient sexual performance(i). Men may experience ED
differently. Many men with ED experience one or more of the
following: trouble achieving an erection; difficulty achieving an
erection firm enough for penetration; or erections not lasting
long enough to have successful intercourse(ii). In the
Massachusetts Male Aging Study, it is estimated that 52% of men
over 40 years of age experience some degree of ED(iii). In
addition to advanced age, recognized risk factors for erectile
dysfunction include cardiovascular disease (hypertension,
atherosclerosis, and hyperlipidemia), diabetes, depression,
alcohol use, smoking, pelvic/perineal surgery or trauma,
neurologic disease, obesity, pelvic radiation, and Peyronie?s
disease(iv).
The sNDA filed by VIVUS was based on results from Study TA-501
entitled, "A Randomized, Double-Blind, Placebo-Controlled
Evaluation of Avanafil for On-Demand Treatment of Men with
Erectile Dysfunction." The study was designed to assess the
efficacy of two dosage strengths of STENDRA as early as
approximately 15 minutes after dosing. In this 440-patient study
conducted at 30 sites in the U.S., patients treated with STENDRA
had a significantly higher proportion of attempts that enabled an
erection sufficient for successful sexual intercourse as early as
approximately 15 minutes following administration compared to
placebo. The previously approved prescribing information
recommended administration approximately 30 minutes before sexual
activity.
Presented at ASSH Annual Meeting
Auxilium announced the first presentation of positive safety and
efficacy data from the AUX-CC-867 MULTICORD (MULtiple Treatment
Investigation of Collagenase Optimizing the Resolution of
Dupuytrens) Phase 3b study. This study evaluated collagenase
clostridium histolyticum (CCH) for the treatment of two
Dupuytren's cords concurrently in the same hand. In addition, the
study examined expanded flexibility with timing of the finger
extension procedure. Additional positive data were presented from
the AUX-CC-862 retreatment study that evaluated the retreatment of
recurrent contracture in joints that were previously treated with
CCH. These data were presented at the 69th Annual Meeting of the
American Society for Surgery of the Hand (ASSH) being held in
Boston, Sept. 18-20, 2014. XIAFLEX(R) (CCH) is a biologic
approved in the U.S., EU, Canada and Australia for the treatment
of adult Dupuytren's contracture (DC) patients with a palpable
cord.
DC is a progressive hand disease that can present with multiple
collagen "cords" that limit finger movement. It is estimated that
35 to 40 percent of annual surgical procedures in the U.S. are
performed to treat more than one DC cord at a time(1).
"I believe these dual joint results are encouraging as they
strongly suggest that XIAFLEX should provide a non-surgical option
for treating appropriate DC patients with two affected joints
concurrently in one office visit," said Gary M. Pess, M.D., an
orthopedic surgeon with Central Jersey Hand Surgery.
"Additionally, data supporting the ability to delay the finger
manipulation procedure for up to 72 hours show that there should
be a benefit to both patients and physician offices' scheduling
flexibility."
"In my opinion, the retreatment data support that XIAFLEX can
provide expanded treatment options for physicians and appropriate
DC patients," said James R. Verheyden, M.D. president of The
Center for Orthopedic and Neurosurgical Care & Research. "The
study provides data supporting that XIAFLEX retreatment may be an
option for recurrent DC patients who were previously treated with
XIAFLEX using the non-surgical, in-office injection procedure."
"These data from the MULTICORD study formed the basis of our sBLA
filing for a labeling expansion for the treatment of two cords
concurrently and delayed finger extension" said Adrian Adams,
chief executive officer and president of Auxilium Pharmaceuticals.
"We are looking forward to our PDUFA date in October and if
approved, we believe that two concurrent XIAFLEX injections may
allow more rapid overall treatment of multiple affected joints,
without the need to wait approximately four weeks between
treatments as required in the current labeling."
The U.S. Food and Drug Administration is currently reviewing
Auxilium's submission of a supplemental Biologics License
Application (sBLA) requesting approval of XIAFLEX for the
treatment of two Dupuytren's cords concurrently. The PDUFA date
for the sBLA is Oct. 20, 2014.
About Auxilium
Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a
fully integrated specialty biopharmaceutical company with a focus
on developing and commercializing innovative products for
specialist audiences. With a broad range of first- and second-
line products across multiple indications, Auxilium is an emerging
leader in the men's healthcare area and has strategically expanded
its product portfolio and pipeline in orthopedics, dermatology and
other therapeutic areas.
Auxilium now has a broad portfolio of 12 approved products. Among
other products in the U.S., Auxilium markets edex(R) (alprostadil
for injection), an injectable treatment for erectile dysfunction,
Osbon ErecAid(R), the leading device for aiding erectile
dysfunction, STENDRATM (avanafil), an oral erectile dysfunction
therapy, Testim(R) (testosterone gel) for the topical treatment of
hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting
implantable testosterone replacement therapy, XIAFLEX(R)
(collagenase clostridium histolyticum or CCH) for the treatment of
Peyronie's disease and XIAFLEX for the treatment of Dupuytren's
contracture.
The Company also has programs in Phase 2 clinical development for
the treatment of Frozen Shoulder syndrome and cellulite.
The Company's balance sheet at June 30, 2014, showed $1.11 billion
in total assets, $935.82 million in total liabilities and $179.40
million in total stockholders' equity.
* * *
As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium Pharmaceuticals, Inc.,
including the Corporate Family Rating to B3 from B2. "The
downgrade reflects Moody's expectations that declines in Testim,
Auxilium's testosterone gel, will materially reduce EBITDA
in 2014, resulting in negative free cash flow, a weakening
liquidity profile, and extremely high debt/EBITDA," said Moody's
Senior Vice President Michael Levesque.
In the Aug. 20, 2014, edition of the TCR, Standard & Poor's
Ratings Services affirmed its 'CCC' corporate credit rating on
Auxilium Pharmaceuticals Inc. following the company's announcement
that it had obtained an amendment to its credit agreement
permitting the change of control associated with the company's
proposed merger with a Canadian biotechnology firm QLT Inc. The
outlook is negative.
AUXILIUM PHARMACEUTICALS: S&P Raises Corp. Credit Rating to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Auxilium Pharmaceuticals Inc. to 'CCC+' following the
announced restructuring program and a $50 million add-on to its
existing first-lien term loan.
"At the same time, we raised our senior secured rating to 'B-'
from 'CCC+'. The '2'recovery rating is unchanged and reflects our
expectation for substantial (70%-90%) recovery in the event of
payment default," S&P noted.
"The upgrade reflects our view that the near-term risk of a
covenant breach has abated. Auxilium's credit agreement allows
the company to add expected restructuring cost savings to EBITDA,
enabling covenant compliance," said credit analyst Maryna
Kandrukhin. "Still, the 'CCC+' rating on Auxilium primarily
reflects our view that the company's capital structure is
unsustainable. We believe continued free cash outflow, resulting
from high contingent consideration payments, will constrain the
company's ability to refinance its debt in 2017 to 2018."
S&P's stable outlook on Auxilium reflects its expectation that
revenue will grow 15% in 2015 and that the company's cash balance,
improved by the expected QLT merger and the $50 million add-on
loan, will provide an ample liquidity cushion over the next year.
This is despite S&P's expectation of near-term cash flow deficits,
mainly resulting from high contingent consideration payments.
Downside scenario
S&P could lower the rating if the company depletes cash faster
than it currently estimates, or if the realized cost savings are
significantly weaker than it projects, increasing the likelihood
of a covenant breach over the next 12 months.
Upside scenario
S&P could raise its rating if it become convinced that Auxilium
can refinance its financial obligations in 2017 to 2018. In S&P's
view, stronger EBITDA margins, improved by restructuring efforts
and stable revenue growth, would likely result in minimal/zero
cash flow deficits, possibly signaling a sustainable capital
structure.
BATE LAND: Asks for January Extension of Plan Approval Deadline
---------------------------------------------------------------
Bate Land & Timber, LLC, asks the bankruptcy court to enter an
order extending the 180-day period for obtaining confirmation of
its Chapter 11 plan from Oct. 1, 2014 to Jan. 1, 2015.
The Debtor filed its Plan on August 30, 2013. The Debtor's
confirmation hearing was concluded on May 28, 2014. To date, an
order has not been entered as to confirmation.
The deadline for the 180-day period for obtaining confirmation of
the Plan is currently Oct. 1, 2014. The Debtor's counsel, George
Mason Oliver, Esq., at Oliver Friesen Cheek, PLLC, says the motion
for an extension is made for good cause and not for purpose of
delay.
About Bate Land & Timber
Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.C. Case No. 13-04665) on July 25, 2013. Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.
The Debtor, in amended schedules, disclosed $53,477,624 in assets
and $74,162,211 liabilities as of the Chapter 11 filing. The
petition was signed by Brad Cheers, manager.
The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.
BATE LAND: Says Market Value for BLC Property Appropriate
---------------------------------------------------------
Bate Land & Timber, LLC, is asking the bankruptcy court to confirm
its "debt for dirt" plan over objections of lender/secured
creditor Bate Land Company, LP ("BLC").
The Debtor says it has proposed its Plan in good faith, and the
necessary votes have been cast. After exhaustive testimony and
hearings, the evidentiary record is complete. According to the
Debtor, valuation of the property to be returned to the creditor
is a key finding that the bankruptcy trial judge must make, and
this Court heard extensive testimony from appraisers valuing the
collateral property.
The Debtor's Plan of Reorganization dated August 30, 2013, as
supplemented by the Amended Treatment to Class 4, and the Amended
(Clarified) Treatment to Class 4 on Dec. 23, 2013, and Jan. 3,
2014, cannot be confirmed because it fails to meet the
requirements of Sec. 1129 of the Bankruptcy Code, says BLC in its
supplemental memorandum in support of its objections to
confirmation. A copy of the document is available for free at:
http://bankrupt.com/misc/Bate_Land_Obj_Plan_Supp.pdf
The Debtor's supplemental brief in support of confirmation
primarily focuses on two cases that were mentioned by counsel for
the parties after the evidentiary record was closed: In re Brown,
746 F.3d 1236 (11th Cir. 2014) and CWCapital Asset Management, LLC
v. Burcam Capital II, LLC, 5:13-CV-278-F (E.D.N.C. June 24, 2014).
According to the Debtor, Burcam was mentioned by counsel for BLC
ostensibly to support its objection that Debtor's Plan was not
filed in good faith. However, according to the Debtor, the facts
of Burcam are so dissimilar to the instant case as to have no
relevance whatsoever. With respect to In re Brown, the Debtor
says that the recent decision in In re Brown establishes that this
Court is not bound by the rationale of Associates Commercial Corp.
v. Rash, 520 U.S. 953, 962 (1997), that the disposition and use of
the collateral is irrelevant, and that the collateral in a dirt
for debt case should be valued based on replacement or market
value. A copy of the Debtor's brief is available for free at:
http://bankrupt.com/misc/Bate_Land_Plan_Supp_Brief.pdf
Under the Plan, the Debtor proposes to treat BLC as secured in an
amount equal to the outstanding principal and interest due as of
the Petition Date, plus costs and expenses approved by the Court
under Sec. 506(c), less any postpetition payments. Based on the
Court's valuation of certain specified tracts of real property in
Pamlico, Beaufort, Craven, Jones, Brunswick and Pender, the Debtor
will then either elect to surrender some or all of the proposed
properties in full or partial satisfaction of the remaining
balance, and/or pay the remaining balance based on a 20-year
amortization, with interest accruing at a rate equal to 4.5% per
annum.
According to the Debtor, unlike a traditional bank, BLC was a
decades-long owner and manager of the original seventy-nine tracts
of collateral property before selling them via Purchase Money
Financing to Debtor, who has paid over $60 million of the original
purchase price. Prior to filing its Petition, the Debtor recorded
a Deed conveying certain collateral property to BLC intending to
satisfy the outstanding debt to BLC of approximately $13 million,
which included accrued interest. BLC filed a secured claim,
despite the fact that North Carolina law limits the remedies of
purchase money lenders to return of collateral property.
"Particularly under the facts of this case, where the creditor BLC
is not a traditional third party bank who simply loaned money to a
debtor to purchase property, but a savvy and long-term holder and
manager of real estate who sold the property to the Debtor, the
return of collateral property at its market value (if not the
original purchase price) is the indubitable equivalent of the
claim," says the Debtor's counsel, George Mason Oliver, Esq., at
Oliver Friesen Cheek, PLLC.
About Bate Land & Timber
Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.C. Case No. 13-04665) on July 25, 2013. Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.
The Debtor, in amended schedules, disclosed $53,477,624 in assets
and $74,162,211 liabilities as of the Chapter 11 filing. The
petition was signed by Brad Cheers, manager.
The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.
BILL BARRETT: S&P Affirms 'B+' CCR on Asset Sales; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Denver-based Bill Barrett Corp., following its
agreement to sell assets in the Piceance and Powder River Basins
for a total value of $757 million. The outlook is stable.
At the same time, S&P lowered its issue-level rating on the
company's unsecured debt to 'B-' from 'B' and revised its recovery
rating on the debt to '6' from '5'. The revised recovery rating
on this debt reflects S&P's expectation of negligible (0% to 10%)
recovery in the event of a payment default.
"We are affirming the ratings on Bill Barrett Corp. following the
company's announcement that it has agreed to sell natural-gas-
focused properties in the Colorado Piceance Basin and oil-focused
assets in the Wyoming Powder River Basin to multiple parties for
total consideration of $757 million, said Carin Dehne-Kiley.
As a result of the asset sales, S&P is revising its assessment of
Bill Barrett's business risk profile to "vulnerable" from "weak."
S&P assess Bill Barrett's financial risk profile as "aggressive."
The company expects to use a portion of the cash proceeds to pay
down outstanding borrowings on its credit facility, currently
about $280 million, with the remainder going to fund capital
spending next year. S&P classifies Bill Barrett's liquidity as
"adequate," given that it expects sources of liquidity to exceed
uses by 1.2x over the next 12 months.
The stable outlook reflects S&P's view that Bill Barrett will
continue to expand its oil production and reserves, while
maintaining FFO to debt above 30% and debt to EBITDA below 3x.
S&P could lower its rating if it expects FFO to debt to fall below
30% for a sustained period, which would most likely occur if
production did not ramp up as anticipated from the Niobrara, or if
capital spending exceeded our estimates without corresponding
production growth.
While S&P considers an upgrade unlikely over the next 12 months,
it could consider raising the rating if Bill Barrett were able to
meaningfully increase its size and scale, and increase its
percentage of proved developed reserves, while maintaining
appropriate leverage.
BION ENVIRONMENTAL: Files Patent on Next-Gen Technology Platform
----------------------------------------------------------------
Bion Environmental Technologies, Inc., said it has filed a new
patent application for its next-generation livestock waste
treatment technologies. This latest technology platform
incorporates advancements that will reduce capital costs while
increasing system performance for wet livestock waste applications
such as dairy and beef cattle.
Bion's next-generation technology platform has been under
development for the past two years at the Kreider Farms dairy
installation, as well as other offsite locations. The patent
application is based on Bion's "Separate and Aggregate" strategy
that was previously announced in August 2012. Bion's goals for
the next-generation technology initiative were to:
-- Significantly increase nutrient recoveries from the waste
stream that can then be incorporated into marketable by-
products.
-- Reduce capital cost by up to 60% (compared to initial
Kreider Farms dairy installation).
-- Significantly increase pathogen reduction capabilities.
-- Generate an effluent discharge stream absent solids.
Bion's proprietary onsite data-based software, that was central in
securing verified credit regulatory status at the initial Kreider
Farms installation, provided the insight that has driven this
technology development program. Final pilot testing will be
completed this fall/winter prior to a full-scale installation.
Bion's dairy waste treatment technology platform at Kreider Farms
was recently reviewed by the U.S. Department of Agriculture/Rural
Development under their Technical Assessment review process, the
most technically rigorous of all USDA grant programs, as real
operating data from commercial-scale operations is required prior
to qualification. The USDA findings stated that "The [Bion]
project is deemed to be functional, verifiable, and sufficiently
advanced to qualify to apply for USDA programmatic funding". The
enhanced capabilities of the next-generation platform, coupled
with its lower cost, will further Bion's efforts to participate in
the clean-up of the Chesapeake Bay.
Pennsylvania failed to meet its 2013 Chesapeake Bay nitrogen
reduction target by 2 million pounds. Further, to meet its 2017
mandate, Pennsylvania is required to reduce 10 million pounds of
nitrogen from agriculture, urban stormwater and on-lot septic
systems, since the municipal wastewater and forests sectors are on
track to achieve their 2017 targets. Agriculture is clearly the
low-cost solution as was reflected in the Pennsylvania Legislative
Budget & Finance Committee (LBFC) study. The study projected up
to 80 percent reduction (up to $1.5B annually by 2025) in
Chesapeake Bay compliance costs if a competitive bidding program
for verified nitrogen reduction credits were adopted.
Both federal and state laws require that taxpayer funds must be
utilized to procure "a cost-effective solution and alternatives
[such as credits] must be considered." Today, all credits in
Pennsylvania must be verified to be utilized as a qualified offset
to permit requirements; thus, verified credits are a commodity ?
the only commodity - that can be applied to a permit as an
alternative (qualified offset) to a treatment plant upgrade.
EPA Region III recently issued a technical memorandum that calls
for a 50% "uncertainty factor" to be applied to modeled credits,
such as agricultural best management practices. The change was
based upon EPA's determination, along with other studies, that the
measurable benefits of modeled reductions have been significantly
overestimated. This reduction in available credits, along with
the elimination of "wastewater paper or capacity" credits, will
further drive demand for verified nutrient credits to meet
Pennsylvania's compliance shortfall.
A regulatory process that inhibits competition will always result
in higher compliance costs that are inevitably borne by the
public. A verified nutrient credit is a verified nutrient credit,
regardless of its source: public or private; agriculture,
wastewater or stormwater. Verified nutrient credits are a
commodity, no different than paper clips; and, Bion and others
have argued, should be procured by state governments using
standard state commodity procurement programs. Failure to adopt
the regulatory and policy reforms as outlined in the LBFC study
would enable the continuance of a system that meets neither the
legal requirements regarding use of taxpayer funds nor the very
basic function of government as a fiduciary of those funds.
The National Milk Producers Federation, Pennsylvania Farm Bureau
and other agricultural organizations have recently come out
publicly in support of PA Senate Bill 994, which would create a
competitively-bid verified nutrient procurement program as
envisioned by the bi-partisan LBFC study. Bion believes that the
successful adoption of such a program in Pennsylvania will result
in a working template that can be used to cost-effectively meet
nutrient reduction targets nationwide.
Established in 1990, Bion's Environmental Technologies' patented,
next-generation technology provides comprehensive treatment of
livestock waste that achieves substantial reductions in nutrients
(nitrogen and phosphorus), ammonia, greenhouse and other gases, as
well as pathogens, hormones, herbicides and pesticides in the
waste stream.
About Bion Environmental
Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).
GHP HORWATH, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013. The independent auditors noted that
the Company has not generated significant revenue and has suffered
recurring losses from operations. These factors raise substantial
doubt about its ability to continue as a going concern.
The Company's balance sheet at March 31, 2014, showed $6.92
million in total assets, $12 million in total liabilities, $22,900
of series B redeemable convertible preferred stock, and a $5.09
million total deficit.
BLACKBRUSH TEXSTAR: Moody's Withdraws Caa1 Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings
involving BlackBrush TexStar LP (BlackBrush). The withdrawals
follow the sale of BlackBrush and the retirement of all of its
rated debt obligations.
Ratings Withdrawn:
Outlook Actions:
Issuer: BlackBrush TexStar LP
Outlook, Changed To Rating Withdrawn From Stable
Withdrawals:
Probability of Default Rating, Withdrawn , previously rated Caa1-
PD
Speculative Grade Liquidity Rating, Withdrawn , previously rated
SGL-4
Corporate Family Rating, Withdrawn , previously rated Caa1
Senior Secured Bank Credit Facilities (Local Currency) Withdrawn,
previously rated Caa1(LGD3)
Ratings Rationale
Prior to its sale, BlackBrush TexStar LP was headquartered in San
Antonio, Texas. The company was a holding company whose
subsidiaries engaged in natural gas and crude oil production,
natural gas gathering, treating, and processing, and natural gas
liquids transportation and fractionation.
BROADWAY FINANCIAL: Stockholders Approve Sale of 9MM Shares
-----------------------------------------------------------
Broadway Financial Corporation disclosed with the U.S. Securities
and Exchange Commission that it held an annual meeting of
stockholders on Sept. 17, 2014, at which the stockholders elected
three directors - Albert Maddox, Daniel Medina and Virgil Roberts.
The stockholders also approved an amendment to the Company's
Certificate of Incorporation to increase the number of authorized
shares of non-voting Common Stock to 25,000,000 shares, authorized
the Company to sell up to 9,000,000 shares of Common Stock in a
private placement, and authorize the Company to sell shares to
certain directors, an executive officer and the Broadway Federal
Bank, f.s.b. Employee Stock Ownership Plan as part of the private
placement. The stockholders ratified the appointment of Moss
Adams LLP as the Company's independent registered public
accounting firm for 2014 and approved the Company's executive
compensation.
The shares to be sold in the private placement are expected to
consist of approximately 1,856,229 shares of voting Common Stock
and 6,973,320 shares of non-voting Common Stock, which will be
sold at a price of $1.10 per share, which will generate
approximately $9.7 million in gross proceeds. The placement will
be consummated concurrently with the completion of a negotiated
extension of the maturity of the Company's outstanding Floating
Rate Junior Subordinated Debentures from March 17, 2014, to
March 17, 2024, on the terms previously announced, which is
subject to receipt of written non-objection from the Federal
Reserve Board and certain other conditions. There is no assurance
that such conditions will be satisfied and, therefore, no
assurance that the Company will be able to consummate the private
placement or the extension of the maturity of the Debentures.
Chief Executive Officer, Wayne Bradshaw stated, "We are pleased to
report that stockholders overwhelmingly supported our proposals
presented at the Annual Meeting this week, in particular the
proposals to amend our Certificate of Incorporation to increase
the number of authorized shares of non-voting Common Stock and
authorize the Company to issue shares of voting and non-voting
Common Stock in the proposed private placement. We are working
with our regulators at the FRB to obtain approval to consummate
the extension of the maturity of the Debentures, which will also
allow us to close the placement. Upon consummation of these
transactions, we will have completed the restructuring of the
Company's balance sheet, enhanced the liquidity of the Company and
positioned the Bank for growth.
We believe that our streamlined balance sheet, which will have
substantially reduced debt, no outstanding preferred stock and a
common equity base of almost $36 million, will enhance our ability
to support profitable growth of the Bank. We are continuing to
rebuild our loan portfolio to grow net interest income, with a
particular emphasis on loans to smaller multi-family residential
properties that are managed by experienced owners who are
committed to maintaining their properties and providing affordable
housing to low-to-moderate income households throughout Southern
California.
We wish to thank our stockholders again for their continued
support, and we remain focused on continuing our efforts to resume
growth for the Company and increase value for our stockholders."
About Broadway Financial
Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank. In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b. The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.
The Company is regulated by the Board of Governors of the Federal
Reserve System. The Bank is regulated by the Office of the
Comptroller of the Currency and the Federal Deposit Insurance
Corporation.
Broadway Financial reported a loss allocable to common
stockholders of $1.08 million in 2013, a loss allocable to common
stockholders of $693,000 in 2012 and a net loss available to
common shareholders of $15.36 million in 2011.
The Company's balance sheet at March 31, 2014, the Company had
$335.07 million in total assets, $308.51 million in total
liabilities and $26.56 million in total stockholders' equity.
BROKING'S TRANSPORT: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Broking's Transport Incorporated
1407 E. Highway 2
Grand Rapids, MN 55744
Case No.: 14-50704
Chapter 11 Petition Date: September 19, 2014
Court: United States Bankruptcy Court
District of Minnesota (Duluth)
Judge: Hon. Gregory F Kishel
Debtor's Counsel: Michael F McGrath, Esq.
RAVICH MEYER KIRKMAN & MCGRATH NAUMAN
4545 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
Tel: 612-332-8511
Email: mfmcgrath@ravichmeyer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Broking, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb14-50704.pdf
CAESARS ENTERTAINMENT: Amends Waiver Agreement with UMB Bank
------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., and Caesars
Entertainment Corporation executed an Amended and Restated Waiver
Agreement dated and effective as of Aug. 12, 2014, for the benefit
of UMB Bank, National Association, as the trustee under the
indentures governing the Senior Secured Notes, and the registered
and beneficial holders from time to time of CEOC's 11.25% senior
secured notes due 2017, 8.5% senior secured notes due 2020 and 9%
senior secured notes due 2020, according to a regulatory filing
with the U.S. Securities and Exchange Commission.
Pursuant to the Agreement, if the Trustee or Holders provide a
notice of default in respect of Specified Defaults under any or
all of the Indentures at any time on or after the Effective Date,
that notice of default will be deemed to have been given as of the
Effective Date of the Agreement for any and all purposes; provided
that:
(i) if provided on or after Sept. 19, 2014, and before
Sept. 26, 2014, each Specified Default alleged in that
notice of default under Section 6.01(c) or (j) of any or
all of the Indentures will become an "Event of Default" if
CEOC does not cure such Specified Default within ten
calendar days; or
(ii) if provided on or after Sept. 26, 2014, each Specified
Default alleged in such notice of default under Section
6.01(c) or (j) of any or all of the Indentures shall become
an "Event of Default" if CEOC does not cure such Specified
Default within three calendar days.
Subject to written extension by CEOC and CEC, any notice of
default that is provided more than 120 days after the Effective
Date of the Agreement will not have the benefit of the Agreement.
Notwithstanding the Agreement, CEOC reserved all rights to
challenge whether or not any Specified Defaults constitute actual
defaults under the applicable Indentures.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies. Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas.
Harrah's announced its re-branding to Caesar's in mid-November
2010.
Caesars Entertainment reported a net loss of $2.93 billion in
2013, as compared with a net loss of $1.50 billion in 2012. As of
June 30, 2014, the Company had $27.06 billion in total assets,
$29.64 billion in total liabilities and a $2.57 billion
total deficit.
* * *
As reported by the TCR on April 9, 2013, Moody's Investors Service
downgraded Caesars Entertainment Corporation's Corporate Family
Rating to Caa2.
"The downgrade of Caesars' ratings considers that its same store
EBITDA growth in 2012-2013 has failed to materialize to any
significant degree, and so Caesars' credit metrics have
deteriorated and its free cash flow deficit will be higher than
Moody's previous expectations," stated Moody's analyst Peggy
Holloway.
In the April 10, 2014, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiaries, Caesars Entertainment Operating Co. (CEOC) and
Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that
Caesars' capital structure is unsustainable, and the amount of
cash the company will burn in 2014 and 2015 creates conditions
under which S&P believes a restructuring of some form is
increasingly likely over the near term absent an unanticipated
significantly favorable change in operating performance.
As reported by the TCR on May 1, 2014, Fitch Ratings had
downgraded the Issuer Default Ratings (IDRs) of Caesars
Entertainment Corp (CEC) and Caesars Entertainment
Operating Company (CEOC) to 'CC' from 'CCC'.
CENTURY ALUMINUM: S&P Raises Rating on $250MM Sec. Notes to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue-
level ratings on Chicago-based aluminum producer Century Aluminum
Co.'s $250 million senior secured notes to 'B+' from 'B', and
revised the recovery rating to '2' from '3'. S&P's 'B' corporate
credit rating on the company is unchanged.
Century plans to construct a new aluminum smelter in Helguvik,
Iceland if it is able to conclude negotiations with contracted or
other power suppliers. However, the project has been stalled for
more than a year. S&P no longer assumes that the company will
incur additional debt to finance the Helguvik facility. If
Century moves forward with this project, S&P would re-evaluate its
capital structure and other aspects of its analysis at that time.
"We are raising our rating on the notes as a result of our revised
assumptions for the Helguvik facility. Recovery prospects for
holders of the senior secured notes improve because of less
higher-ranking debt than we previously assumed. Our recovery
rating of '2' on the notes indicates our expectation for
"substantial" (70% to 90%) recovery of principal in the event of
payment default," S&P said.
The corporate credit rating on Century is based on S&P's "weak"
assessment of its business risk profile, reflecting the company's
exposure to the cyclical and volatile aluminum industry and the
relatively limited scope of its operations. S&P considers its
U.S. facilities (about 65% of currently operating capacity) to
have relatively high market-based power costs, while Century's
existing smelter in Iceland (35% of operating capacity) benefits
from attractively structured hydro- and geothermal-power supply
arrangements and efficient aluminum production.
S&P's "highly leveraged" assessment of Century's financial risk
profile reflects its view that EBITDA, cash flow, and leverage
ratios will remain volatile. S&P's base-case forecast indicates
adjusted leverage could decline below 3x within the next few
quarters, down from 6.1x as of June 30, 2014, and 14.5x as of
Dec. 31, 2013. S&P expects Century's liquidity to remain
"strong."
S&P's updated recovery analysis reflects Century's capital
structure as of June 30, 2014, which includes a $150 million
asset-based revolving (ABL) facility due 2018, the $250 million
7.5% senior secured notes due 2021, $7.8 million of industrial
revenue bonds (IRBs) due 2028, and a $50 million revolving credit
facility due 2016 for Century's existing Iceland operations in
Grundartangi.
S&P assessed recovery prospects for holders of the senior secured
notes on the basis of a reorganization value of about $375
million, which is $75 million less than S&P's previous valuation.
S&P lowered its estimate to give effect to its revised assumptions
about the Helguvik project; we also no longer include about $200
million of potential priority debt towards the build-out of the
Helguvik facility.
"Our recovery analysis contemplates that the value of the
collateral securing the ABL facility would be sufficient to cover
the amount owed. Although the facility has a total commitment of
$150 million, we assumed exposure (borrowings/drawn letters of
credit) for purposes of our default scenario of about $75 million.
This estimate reflects a borrowing base of about $135 million, net
of about $60 million of standby letters of credit (that support
Century's obligations to electricity providers) which we assume
would remain undrawn but ongoing contingent obligations. Included
in our $75 million estimate are letters of credit that back
Century's IRBs, which we assume would be drawn," S&P said.
S&P also assumed that the $50 million Iceland revolving credit
facility would be fully drawn. Under S&P's analysis, the foreign
debt does not constitute a Chapter 11 bankruptcy claim per se but
decreases the equity value of Century's foreign subsidiaries--
thereby reducing the distributable value in a Chapter 11
proceeding.
As S&P sees it, a default scenario would most likely involve a
prolonged period of depressed primary aluminum prices, coupled
with increased energy and raw material costs.
Simulated default assumptions:
-- Year of default: 2017
-- EBITDA at emergence: $75 million
-- Implied enterprise value (EV) multiple: 5x
-- Gross EV: $375 million
Simplified waterfall:
-- Net EV, after 5% administrative costs: $355 million
-- Priority claims (ABL facility - about $80 million) and
foreign debt adjustments (Iceland revolving credit facility
- about $50 million): $130 million
-- Remaining value: $225 million
-- Estimated senior secured notes claim: $260 million
-- Recovery range for senior secured notes: 70%-90%
Note: Estimated claim amounts include about six months' worth of
accrued but unpaid interest.
Ratings List
Century Aluminum Co.
Corporate credit rating B/Stable/--
Century Aluminum Co.
Rating Raised; Recovery Rating Revised
To From
$250 mil sr secd notes B+ B
Recovery rating 2 3
CITADEL RIDGELAND: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Citadel Ridgeland Center, Ltd. A Texas Ltd. Partnership
P.O. Box 830
LaGrange, TX 78945
Case No.: 14-35144
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: September 19, 2014
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Karen K. Brown
Debtor's Counsel: Richard L Fuqua, II, Esq.
FUGUA & ASSOCIATES, PC
5005 Riverway, Ste. 250
Houston, TX 77056
Tel: 713-960-0277
Email: fuqua@fuquakeim.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Gregory D. Mathis, president, Citadel
Realty Investments, GP.
A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb14-35144.pdf
CITGO PETROLEUM: S&P Lowers CCR to 'B-' on Parent Downgrade
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit on CITGO Petroleum Corp. to 'B-' from 'B'. At
the same time, S&P lowered its senior secured debt ratings on
CITGO to 'B+' from 'BB-'. The senior secured recovery rating of
'1' is unchanged. The outlook is stable.
The rating action on CITGO follows the downgrade of PDVSA to
'CCC+' from 'B-'. S&P bases its downgrade on the application of
Group Ratings Methodology and its assessment of CITGO as an
insulated subsidiary to its Venezuelan parent, PDVSA. S&P assess
the group credit profile of PDVSA at 'ccc+', in line with its
corporate credit rating on PDVSA. S&P believes the facts and
circumstances warrant CITGO being rated one notch above PDVSA. In
S&P's view, there could be scenarios in which PDVSA could incur
financial distress, but CITGO's creditworthiness remains
relatively unscathed. CITGO is severable from PDVSA, has
independent financial prospects, and holds itself out as a
separate entity. The cross-border ownership and the highly
restrictive debt covenants at CITGO lower the probability of it
being drawn into a potential PDVSA bankruptcy. At the same time,
S&P believes no more than one notch of separation is warranted
given PDVSA's full control over CITGO. There is no presence of
independent directors or other structural ring-fencing features.
"The company's credit measures improved significantly during the
past two years, and we expect crack spreads will continue to
produce favorable margins," said Standard & Poor's credit analyst
Nora Pickens.
The outlook is stable. CITGO's rating mirrors that of PDVSA. The
rating on PDVSA reflects that on Venezuela. S&P don't expect
PDVSA's relationship with the government to change significantly
in the next two to three years. S&P also believes that the
government won't significantly reduce its heavy involvement in the
sector or in the company. Therefore, the rating on PDVSA will
likely follow the rating trajectory on the sovereign.
COLT DEFENSE: S&P Lowers CCR to 'CCC' on Deteriorating Liquidity
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Connecticut-based gun manufacturer Colt Defense
LLC to 'CCC' from 'CCC+'. The outlook is negative. At the same
time, S&P lowered the issue-level ratings on the unsecured notes
to 'CC' from 'CCC-' with a recovery rating of '6' indicating
expectations for negligible (0%-10%) recovery in a payment default
scenario.
"The downgrade reflects deterioration in Colt's liquidity position
stemming from poor earnings and cash flow in recent months," said
Standard & Poor's credit analyst Chris Mooney.
S&P believes a lack of revenue visibility, combined with the
company's high borrowing costs, make financial commitments,
including the Nov. 15, 2014 coupon payment on the bonds,
vulnerable to nonpayment in the event that adverse business
conditions continue. Colt's very weak credit measures, if they
persist, could make refinancing difficult for the company when its
bonds mature in 2017. This may increase the likelihood of the
company considering a distressed exchange or restructuring before
2017, which S&P would consider a default under its criteria.
The negative outlook reflects the possibility that the company may
not have sufficient liquidity to meet near-term debt service
requirements as well as uncertainty surrounding S&P's base-case
forecast because of the unpredictable and competitive nature of
international awards and the potential for delayed spare and other
U.S. government orders stemming from U.S. defense budget
reductions.
S&P could lower the rating if it came to believe that a default or
distressed exchange appears inevitable within six months. This
could be caused by a continued lack of international orders such
that operating losses result in inadequate cash to service debt
requirements or that lead to covenant violations that Colt is
unable to resolve.
S&P could revise the outlook to developing or raise the rating if
the company's liquidity profile improves, including increased
covenant headroom, effective management of cash, and a growing
backlog.
CORINTHIAN COLLEGES: Sued by CFPB for Predatory Lending
-------------------------------------------------------
Alan Zibel, writing for The Wall Street Journal, reported that the
U.S. consumer-finance regulator has sued troubled for-profit
education firm Corinthian Colleges Inc., alleging the company
prodded students into taking out unaffordable loans and used
aggressive debt-collection tactics. According to the report, the
Consumer Financial Protection Bureau's lawsuit, filed in federal
court in Illinois, is the latest blow for the financially troubled
company, which reached a deal in July with the U.S. Department of
Education to sell off the bulk of its more than 100 campuses and
wind down the rest.
Corinthian Colleges, Inc. offers post-secondary courses in the
areas of health care, business, criminal justice, transportation
technology and maintenance, information technology, and
construction trades. The Santa Ana, California-based Company
currently caters to 81,300 students.
DAYTON POWER: Fitch Says Separation Order Supportive of IDR
-----------------------------------------------------------
On Sept. 17, 2014, the Public Utilities Commission of Ohio (PUCO)
approved Dayton Power & Light Co.'s (DP&L) request to transfer or
sell its generating assets, which Fitch Ratings considers
supportive of DP&L's current ratings. The PUCO also approved
DP&L's request to temporarily maintain up to 75% or $750 million,
whichever is higher, in debt within its regulatory capital
structure through Jan. 1, 2018, which is in line with Fitch's
expectations. Fitch affirmed the ratings for DP&L ('BB+', Outlook
Stable) and its parent company, DPL, Inc. (DPL, 'B+', Outlook
Stable) on Sept. 11, 2014.
Maintaining the approved capital structure beyond Jan. 1, 2018
will need the PUCO approval, else the debt in the regulatory
capital structure must be reduced to 50%. Fitch considers it
likely that DP&L will seek additional time to reach the 50% debt
target.
The other provisions of the regulatory order are largely neutral
to DP&L's current credit profile, such as ability to recover costs
associated with the transfer of assets, including taxes, and
continuation of the service stability rider through Jan. 1, 2017
as approved in the 2013 electric security plan. The regulatory
order prohibits issuance of new debt that will preclude divesture
of generating assets. The divesture of generating assets will be
at net book value, but if DP&L sells these assets then it must
inform the PUCO of the fair market value, at least 30 days before
the sale of the assets.
The commission has denied DP&L's request to keep environmental
liabilities associated with the generating assets. The order
reiterates that the DP&L must use excess cash to reduce debt and
must maintain a positive retained earnings balance. The
regulators allowed DP&L to keep its share in the Ohio Valley
Electric Corporation until transferred to a non-regulated
affiliate with the consent of the co-owners, but it must a good
faith effort to receive consent from other co-owners to transfer
to a non-regulated affiliate.
DAYTON POWER: Moody's Lowers Senior Unsecured Debt Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service downgraded the senior secured long-term
debt rating of Dayton Power & Light Company (DP&L) and its backed
revenue bond ratings to Baa2 from Baa1. Concurrently, Moody's
affirmed DP&L's Baa3 Issuer and senior unsecured rating as well as
its Ba2 preferred stock rating. Separately, Moody's downgraded the
senior unsecured long-term debt rating of DPL Inc and Dolphin Sub
II, Inc.'s (assumed by DPL Inc.) to Ba3 from Ba2. These rating
actions conclude the review for possible downgrade that commenced
on September 15, 2014. The rating outlook of DP&L and DPL is
stable.
Ratings Rationale
The rating action on DP&L's ratings is prompted by the Order
issued by the Public Utility Commission of Ohio (PUCO) on
September 17, 2014. PUCO authorized some of the key items as
requested by DP&L under its generation asset separation plan. The
rating action is largely driven by the PUCO's decision to grant
temporary relief from DP&L's commitment to maintain a 50% debt to
equity capital structure. PUCO is allowing the utility to record
long term debt of $750 million or total debt equal to 75% of its
remaining transmission and distribution rate base at the time of
the generation asset separation on January 1, 2017. While this
capital structure is not commensurate with an investment grade
rating Moody's factors in the rating action that this will be
temporary and that excess cash flows will be used to further
reduce outstanding indebtedness at the utility such that it will
be able to record a debt to total book value ratio that is
commensurate with the Baa-rating category according to the key
financial ratios outlined in Moody's regulated electric and gas
utility rating methodology. This assumption is largely predicated
on PUCO's requirement for the utility to return this temporary
adjusted capital structure back to a 50% debt to equity capital
structure no later than January 1, 2018. Moody's acknowledges that
the PUCO has foreseen the possibility that DP&L will not be able
to do so by that date and has requested the utility to file an
application by no later than January 1, 2017 where it explains why
it is not able to achieve the 50% debt to equity capital structure
and details the planned steps to achieve a balanced capital
structure. Importantly, Moody's affirmation of DP&L's Issuer and
senior unsecured rating also assumes that after the generation
asset separation the utility will be able to record cash flow
credit metrics that are well positioned within the Baa-rating
category. Specifically, interest coverage and retained cash flow
(RCF) to debt credit metrics are expected to exceed 20% and 5.0x,
respectively. Nevertheless, DP&L's rating continues to be
constrained by the material amount of holding company debt at DPL
that currently aggregates to around $1.4 billion. Moody's expects
that the utility's cash up-streams will remain the holding
company's main source of cash flows to service its outstanding
indebtedness.
Moody's decision to downgrade DP&L's senior secured debt rating to
Baa2 reflects Moody's opinion that the transfer of the generation
assets by not later than January 1, 2017 to an affiliate without
any transfer of associated debt will result in a significant
decrease in the amount of collateral that currently supports the
utility's total outstanding secured debt. As a result, Moody's
believes that is appropriate to reduce the notching difference
between DP&L's secured and unsecured ratings from Moody's typical
two to one alpha-numeric rating differential given the expected
lower amount of asset coverage.
The rating action to downgrade DPL's senior unsecured rating
(including Dolphin's long-term debt that was assumed by DPL) to
Ba3 from Ba2 is largely prompted by a wider rating notching
consideration between the parent and its utility subsidiary senior
unsecured rating from two to three notches. Consistent with the
approach used to rate DPL's peers, the three notch difference is
largely driven by the very high holding company indebtedness that
is expected to hover around 60% of the total consolidated debt
over the foreseeable future. It further reflects the expected
increase after 2016 in the group's exposure to non-regulated
operations with the addition of DP&L's power generation assets to
DPL's retail activities. This is largely predicated on Moody's
understanding that DPL's strategy is currently focused on
maintaining the merchant fleet over the foreseeable future as part
of the group's operations. The rating action to widen the notching
to three notches further considers that PUCO's Order dated
September 17, 2014 did not impose any restrictions of DP&L's
ability to upstream cash flows to DPL as requested by the OCC and
Staff, a credit positive for DPL.
The stable outlook of DP&L assumes that the utility will be able
to record cash flow credit metrics that are well positioned within
the Baa-rating category, that it will use excess cash flows to
further reduce its outstanding indebtedness after the separation
of its generation assets such that it records a capital structure
commensurate with an investment grade regulated utility. The
stable outlook further assumes that DPL will not increase its
holding company indebtedness and will use any excess cash flows
received from DP&L and its unregulated operations to reduce its
outstanding debt. DPL's stable outlook further assumes that it
will prudently manage its debt maturities and assumes a successful
completion of the ongoing tender process which is expected to
extend the maturity of the bulk of Dolphin's $450 million
outstanding global notes due in 2016.
An upgrade of DP&L's ratings is unlikely over the foreseeable
future given that the utility's anticipated 75% debt to equity
capital structure upon the separation of its generation assets on
January 1, 2017. That said, an upgrade of its ratings could be
triggered after the utility achieves its targeted 50% debt to
equity capital structure as requested by PUCO and following a
material reduction in the outstanding holding company
indebtedness. This currently constrains DP&L's ratings as Moody's
expects the utility's cash flows will remain the holding company's
main source of cash flows to service the DPL's outstanding
indebtedness. An upgrade of DPL's rating is also unlikely over the
foreseeable future; however, an upgrade could be triggered if the
holding company is able to reduce its material holding company
debt either through an equity infusion from AES and/or if DPL
chooses to dispose its generation assets and use the proceeds to
reduce outstanding indebtedness and improve its capital structure
while also reducing the group's exposure to unregulated
operations.
A downgrade of DP&L's ratings could be triggered after the
separation of its generation assets if the utility is unable to
record cash flow credit metrics that remain commensurate with the
Baa-rating category, and/or achieve a 50% debt to equity capital
structure for a extended period of time after January 1, 2017.
DPL's ratings could come under pressure should PUCO's change its
decision under the September 17, 2014 Order such that it imposes
significant dividend restrictions on DP&L or if the requirement to
improve DP&L's debt to total capitalization ratio results in a
significant curtailment of the cash upstreamed from DP&L or if DPL
increases its holding company indebtedness if required to infuse
equity into the utility.
The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in December 2013.
Downgrades:
Issuer: Boone (County of) KY
Senior Secured Revenue Bonds (Local Currency), Downgraded to
Baa2 from Baa1
Issuer: Dayton Power & Light Company
Senior Secured First Mortgage Bonds (Local Currency),
Downgraded to Baa2 from Baa1
Issuer: Dolphin Sub II, Inc.
Senior Unsecured Regular Bond/Debenture (Local Currency),
Downgraded to Ba3 from Ba2
Issuer: DPL Inc.
Senior Unsecured Bank Credit Facility (Local Currency),
Downgraded to Ba3 from Ba2
Senior Unsecured Regular Bond/Debenture (Local Currency),
Downgraded to Ba3 from Ba2
Issuer: Ohio Air Quality Development Authority
Senior Secured Revenue Bonds (Local Currency), Downgraded to
Baa2 from Baa1
Issuer: Ohio Water Development Authority
Senior Secured Revenue Bonds (Local Currency), Downgraded to
Baa2 from Baa1
Outlook Actions:
Issuer: Dayton Power & Light Company
Outlook, Changed To Stable From Rating Under Review
Issuer: Dolphin Sub II, Inc.
Outlook, Changed To No Outlook From Rating Under Review
Issuer: DPL Inc.
Outlook, Changed To Stable From Rating Under Review
Affirmations:
Issuer: Dayton Power & Light Company
Issuer Rating, Affirmed Baa3
Pref. Stock Preferred Stock (Local Currency), Affirmed Ba2
Senior Unsecured Bank Credit Facility (Local Currency), Affirmed
Baa3
DPL Inc. is a regional energy company headquartered in Dayton,
Ohio and is the parent company of The Dayton Power and Light
Company a regulated electric utility.
DP&L provides electric service to more than 513,000 retail
customers in West Central Ohio. Its primary source of internal
generating capacity is from ownership in eight coal-fired power
plants with a combined generating capacity of 2,465 megawatts
(MW). Additionally, DP&L owns in aggregate 432 MW's of incremental
solar/natural gas/diesel-fired generating capacity.
DPL also owns retail energy suppliers DPL Energy Resources, Inc.
or DPLER and MC Squared Energy Services, LLC and operates 556 MWs
of merchant peaking capacity in Ohio and Indiana through its DPL
Energy, LLC subsidiary.
DPL is a subsidiary of The AES Corporation (AES: Ba3 Corporate
Family Rating, stable), a globally diversified power holding
company.
DEL MONTE FOODS: S&P Revises Outlook to Neg. & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
San Francisco-based Del Monte Foods Inc. to negative from stable.
At the same time, S&P affirmed its 'B' corporate credit rating on
the company.
The rating actions follow the company's weaker-than-expected
operating performance in fiscal 2014 and first-quarter fiscal
2015.
"The negative outlook reflects our concern that the company may
not be able to restore profitability and decrease leverage if it
is unable to improve operating performance," said Standard &
Poor's credit analyst Bea Chiem.
S&P also revised the recovery rating to '3' from '2' and lowered
the issue-level rating on the company's first-lien term loan to
'B' from 'B+'. The lower rating reflects S&P's revised valuation
of the company's enterprise value given its recent weak operating
performance and recently upsized asset-based revolver. The '3'
recovery rating indicates S&P's expectations for meaningful (50%
to 70%) recovery in the event of a payment default. S&P affirmed
its 'CCC+' issue-level rating on the company's second-lien term
loan. The recovery rating remains '6', indicating that lenders
could expect negligible (0% to 10%) recovery in the event of a
payment default.
DETROIT, MI: Ch. 9 Plan Trial Pushed Back to Sept. 29
-----------------------------------------------------
U.S. Bankruptcy Judge Steven Rhodes in Michigan pushed back to
Sept. 29 the trial on the confirmation of the plan of debt
adjustment for the city of Detroit to give Financial Guaranty
Insurance Co. and several hedge funds time to refashion their
objections to the plan, Law360 reported.
Judge Rhodes' decision follows the announcement of a deal between
the city and Syncora Holdings Ltd., which agreement left FGIC the
only remaining objector to the plan. Bill Rochelle and Sherri
Toub, bankruptcy columnists for Bloomberg News, reported that the
bankruptcy judge gave FGIC and others 10 days to conduct
investigations regarding the latest iteration of the plan Detroit
filed this week to encompass the Syncora settlement.
BankruptcyData reported that the 10 hedge funds and financial
institutions allowed 10 days to probe the Syncora settlement are
Deutsche Bank AG, London, Dexia Credit Local and Dexia Holdings,
Panning Capital, Monarch Alternative Capital, Bronze Gable,
Aurelius Capital Management, Stone Lion Capital Partners,
BlueMountain Capital Management, the Macomb Interceptor Drain
Drainage District and Wilmington Trust in its capacity as
successor contract administrator. FGIC and the 10 others have
until Sept. 26 to file objections to the Plan.
Lisa Lambert, writing for Reuters, reported that, in connection
with the plan trial, Judge Rhodes allowed an expert witness hand-
picked by the federal judge overseeing Detroit's historic
bankruptcy case to testify on the feasibility of the plan without
restrictions. Judge Rhodes said Martha Kopacz, a senior managing
director at Phoenix Management Services in Boston, is qualified to
give her expert opinion, noting that her "specialized knowledge
will help the court to understand the evidence and to determine
whether the city's plan of adjustment is feasible," the Reuters
report said. Judge Rhodes, in allowing Ms. Kopacz to testify
without restrictions, denied Detroit's Police and Fire Retirement
System and General Retirement System's motion to exclude Ms.
Kopacz's testimony relating to the pension systems, contending she
lacks qualifications on those matters and testifying about the
pension funds was beyond the scope of her appointment.
About City of Detroit, Michigan
The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers was appointed
in the case. The Retirees' Committee is represented by Dentons US
LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.
* * *
Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its
ratings on five bond CUSIPs of Detroit's outstanding sewerage
disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P
indicated it would do in its report dated Aug. 28, 2014. The
outlook is stable.
DEWEY & LEBOEUF: Defense Seeks Dismissal of Charges v. Ex-Leaders
-----------------------------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reported that
lawyers for the four men accused of cooking the books at defunct
law firm Dewey & LeBoeuf LLP have argued in court that charges
against the former executives be dismissed. According to the
report, at a hearing in Manhattan Supreme Court, defense attorneys
for three former Dewey leaders told Justice Robert Stolz there was
no evidence that their clients had intended to engage in
accounting trickery or to "permanently" deprive Dewey's lenders
and bondholders of their property.
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.
DOTS LLC: Removal Period Extended to Feb. 16
--------------------------------------------
Dots, LLC, et al., obtained an order extending the time within
which they may file a notice of removal with respect to any civil
action commenced prior to the filing of the Chapter 11 cases
through and including Feb. 16, 2015, without prejudice to further
extensions.
About DOTS LLC
Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women. Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States. Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.
Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.
Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker. Donlin, Recano & Company, Inc., is the claims and notice
agent.
As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility. The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities. Moreover, the Debtors have
aggregate unsecured debts of $47.0 million. The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.
Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP. The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.
The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.
Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
DOTS LLC: Plan Filing Exclusivity Extended to Jan. 15
-----------------------------------------------------
Dots, LLC, et al., sought and obtained an order (i) extending the
period during which they have the exclusive right to file a plan
or plans until Jan. 15, 2015, and (ii) extending the period during
which they have the exclusive right to solicit acceptances of the
plan until March 16, 2015, without prejudice to the right to seek
further extensions.
About DOTS LLC
Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women. Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States. Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.
Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.
Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker. Donlin, Recano & Company, Inc., is the claims and notice
agent.
As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility. The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities. Moreover, the Debtors have
aggregate unsecured debts of $47.0 million. The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.
Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP. The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.
The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.
Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
DOTS LLC: Wants Citi Forced Compelled to Return $226,000 Balance
----------------------------------------------------------------
Dots, LLC, et al., ask the bankruptcy court to enter an order
compelling Citibank, N.A., to turn over property of the Debtors'
estates, consisting of the balance in a bank account at Citibank
with an account number ending in 74093.
Prior to the Petition Date, the Debtors opened the Bank Account as
the local depository account for cash and checks received from
customers at their retail store located in Central Islip, New
York. In the ordinary course of the Debtors' business, funds
deposited into the Bank Account were subsequently transferred via
automated clearinghouse ("ACH") from the Bank Account to the
Debtors' cash concentration account at KeyBank, N.A. Since the
Petition Date, Citibank has not permitted the Debtors to withdraw
funds from the Bank Account by ACH, wire transfer, or reverse wire
drawdown, despite numerous requests by the Debtors. As of the date
hereof, the balance in the Bank Account is $225,581.
On Feb. 28, 2014, the Debtors commenced store-closing sales at all
of their remaining retail stores, including the Central Islip
Store. The Store-Closing Sale at the Central Islip Store
concluded on May 31, 2014. Accordingly, the Debtors have no
further need to maintain the Bank Account. Moreover, the funds in
the Bank Account constitute proceeds of the Store-Closing Sales,
which the Debtors are contractually obligated to remit to the
agent that conducted the Store-Closing Sales pursuant to an agency
agreement approved by the Court.
Due to Citibank's refusal to remit the funds in the Bank Account
to the Debtors, the Debtors were required to borrow funds from
their postpetition lender in order to fund their obligations under
the Agency Agreement and have incurred interest charges thereon.
About DOTS LLC
Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women. Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States. Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.
Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.
Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker. Donlin, Recano & Company, Inc., is the claims and notice
agent.
As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility. The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities. Moreover, the Debtors have
aggregate unsecured debts of $47.0 million. The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.
Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP. The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.
The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.
Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
DTS8 COFFEE: Incurs $234,000 Net Loss in July 31 Quarter
--------------------------------------------------------
DTS8 Coffee Company, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $233,789 on $88,063 of sales for the three months
ended July 31, 2014, compared to a net loss of $64,042 on $71,355
of sales for the same period in 2013.
The Company's balance sheet at July 31, 2014, showed $3.37 million
in total assets, $972,440 in total liabilities, all current, and
$2.39 million in total stockholders' equity.
"At July 31, 2014, the Company had an accumulated deficit in
addition to limited cash, limited revenue and unprofitable
operations. For the three months ended July 31, 2014, the Company
sustained net losses. These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern for a reasonable period of time," the Company stated
in the Form 10-Q.
A full-text copy of the Quarterly Report is available for free at:
http://is.gd/hrHZ2m
About DTS8 Coffee
DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd. On
April 30, 2012, the Company acquired 100 percent of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.
DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008. DTS8 Coffee's
office and roasting factory is located in Shanghai, China. DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China. It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.
DTS8 Coffee incurred a net loss of $2.31 million on $310,003 of
sales for the year ended April 30, 2014, as compared with a net
loss of $1.11 million on $253,790 of sales during the prior year.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification in its report on the Company's financial statements
for the year ended April 30, 2014, citing that the Company has
suffered recurring losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.
DUNE ENERGY: To Be Acquired by Eos Petro
----------------------------------------
Dune Energy, Inc., has entered into a definitive agreement with
Eos Petro, Inc., whereby Eos will acquire all of the outstanding
shares of the Company for $0.30 per share in cash pursuant to an
Agreement and Plan of Merger dated Sept. 17, 2014.
Under the terms of the agreement, Eos, through a merger
subsidiary, will commence a tender offer no later than Oct. 9,
2014, for all outstanding common stock of the Company for $0.30
per share in cash. The Tender Offer will expire on the 20th
business day following and including the commencement date, unless
extended in accordance with the terms of the agreement and the
applicable rules and regulations of the Securities and Exchange
Commission. Following the completion of the Tender Offer, the
parties will complete a second-step merger in which any remaining
shares of the Company will be converted into the right to receive
the same price per share paid in the Tender Offer. Eos will
negotiate with the management team at Dune to have them become a
part of Eos' management team and expects James Watt to become the
president and chief executive officer of Eos at the closing of the
Merger.
The announcement follows a comprehensive review undertaken by the
Company's Board of Directors to maximize stockholder value. The
Company's Board of Directors unanimously approved the agreement
and unanimously recommends that the Company's stockholders tender
their shares in the Tender Offer.
"The Board considered a range of potential alternatives, including
continuing to operate as an independent entity, the returns and
dilution associated with issuing additional equity in a public or
private offering, the possibility of certain asset sales, and a
sale to or combination with a public or private merger partner,"
said Robert Schmitz, non-executive Chairman of the Company's
Board. "After an exhaustive evaluation, our Board of Directors
unanimously concluded that this transaction with Eos is in the
best interests of our stockholders."
Commenting on the transaction, Nikolas Konstant, current chief
financial officer and Chairman of the Board of Directors of Eos,
said, "We believe Dune's high-quality assets and its outstanding
management team will be a positive addition to our asset portfolio
and we look forward to working with the Company. We are excited
at the possibility of having James Watt on board as our new
President and CEO, as well as a member of Eos' Board of Directors,
and believe that the rest of his management team will add
significant value."
The closing of the Tender Offer is subject to certain conditions
including the tender of a number of Dune shares that represent at
least a majority of the total number of Dune's outstanding shares,
and other customary conditions. There is no financing condition
to the obligations to consummate the transaction.
In connection with the transaction, Perella Weinberg Partners
served as financial advisors to the Company. Haynes and Boone,
LLP served as the Company's legal counsel. Global Hunter
Securities LLC served as financial advisors to Eos, and Baker
Hostetler LLP served as its legal counsel.
A copy of the Agreement and Plan of Merger is available at:
http://is.gd/aD5hOG
About Dune Energy
Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast. The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.
Dune Energy reported a net loss of $46.98 million in 2013, a net
loss of $7.85 million in 2012 and a net loss of $60.41 million in
2011.
As of June 30, 2014, the Company had $231.47 million in total
assets, $143.03 million in total liabilities and $88.43 million in
total stockholders' equity.
Going Concern
"We monitor our financial progress very carefully and attempt to
adjust our available projects in order to meet all of the
covenants of the Credit Agreement. Notwithstanding these efforts,
our future revolver availability is also driven by the amount of
Notes outstanding, as they are part of the EBITDAX covenant
calculation used to determine our borrowing limit under the
revolver. As a result of the PIK feature contained in the Notes,
the amount outstanding has increased over time and, therefore,
continues to put pressure on the EBITDAX covenant and limit
borrowing availability. As we are no longer in compliance with
the financial covenant of the Credit Agreement, additional
borrowings may not permitted, and the outstanding revolver loans
may become due and payable upon notice to us by the Bank of
Montreal. Absent relief from the Credit Agreement Lenders, the
restructuring of a material portion of the Notes or the emergence
of a new lender, our ability to meet our obligations in due course
is threatened. Management is currently in discussions with all
parties and seeking new credit providers or other strategic
alternatives in an effort to resolve this liquidity stalemate.
"These and other factors raise substantial doubt about our ability
to continue as a going concern for the next twelve months," the
Company stated in the Form 10-Q Report for the period ended
June 30, 2014.
E. H. MITCHELL: To Present Plan for Confirmation on Nov. 6
----------------------------------------------------------
E. H. Mitchell & Company LLC received the go signal from the
bankruptcy court to solicit votes for the plan of reorganization.
Bankruptcy Judge Jerry A. Brown on Sept. 8 entered an order
approving the Debtor's Third Amended Disclosure Statement and set
these deadlines:
-- Oct. 30, 2014, is fixed as the last day for filing
acceptances or rejections of the plan of reorganization pursuant
to 11 U.S.C. Section 1125.
-- Oct. 30, 2014 is fixed as the last day for filing and
serving, pursuant to Rule 3020(b)(1), written objections to
confirmation of the Plan.
-- No later than Oct. 2, 2014 the Debtor's counsel will
transmit the: (a) the Third Amended Disclosure Statement;
(b) the Plan; (c) the ballot; and (d) a copy of the Disclosure
Statement Order; by mail to the creditors, equity security
holders, other parties in interest and to the United States
Trustee.
-- The hearing on confirmation of the Plan will be held on
November 6, 2014, at 10:00 a.m.
-- Counsel is to tabulate the acceptances and rejections of the
plan and is to have it verified by the Clerk of Bankruptcy Court
at least three days prior to the confirmation hearing date.
As reported in the Sept. 12, 2014 edition of the TCR, the Debtor's
Chapter 11 Plan proposes 100% payment to all creditors. The
Debtor proposed to fund the plan obligations from business income
and the sale of some or all of its immoveable properties.
Payments will be made to Unsecured Creditors periodically until
paid in full or paid in advance based on unanticipated excess
revenues or the sale of properties.
A copy of the Third Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/EHMITCHELL_172_3ds.pdf
About E. H. Mitchell & Company LLC
E. H. Mitchell & Company LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. La. Case No. 13-12786) on Oct. 8,
2013. The case is assigned to Judge Jerry A. Brown.
The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed
$300,027,297 in assets and $1,281,148 in liabilities.
The petition was signed by Michael Furr, secretary/member.
Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors.
ECOTALITY INC: Shareholders' Class Suit v. Executives Tossed
------------------------------------------------------------
Law360 reported that a California federal judge tossed a putative
shareholder class action against the directors and officers of
bankrupt electric vehicle charger maker ECOtality Inc., ruling
that their allegedly misleading statements about the company's
viability were either protected forward-looking statements or not
intentionally misleading. According to the report, the
consolidated class action brought by five ECOtality shareholders
accused the company's CEO H. Ravi Brar, CFO Susie Herrmann and
directors Enrique Santacana, Kevin Cameron and Andrew Tang of
making misleading statements that led plaintiffs to buy overvalued
stock in the company, which declared bankruptcy last year after
its electric vehicle infrastructure project, funded by the U.S.
government through the Recovery Act, saw dismal commercial sales
and declining revenues.
The case is In re: ECOTality Inc. Securities Litigation, case
number 3:13-cv-03791 in the U.S. District Court for the Northern
District of California.
About Ecotality Inc.
Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.
Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.
The cases are assigned to Chief Judge Randolph J. Haines. The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California. The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona. FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor. The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.
Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million. Unlike most
companies in bankruptcy, Ecotality has no secured debt. It simply
ran out of money. There's $5 million owing on convertible notes,
plus liability on leases. Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department. In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.
On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.
In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.
ECOSPHERE TECHNOLOGIES: Obtains $1 Million Bridge Loan
------------------------------------------------------
Ecosphere Technologies, Inc., entered into a $1,000,000 one-year
bridge loan transaction with a large non-affiliated shareholder on
Sept. 15, 2014, which provides the Company and its intellectual
property brokerage firm, ICAP Patent Brokerage, sufficient time to
seek to monetize part of the Company's intellectual property
portfolio.
Under the Securities Purchase Agreement and related agreements
with Brisben Water Solutions, LLC (the "Purchaser"), the Purchaser
acquired a $1,000,000 convertible promissory note from the Company
which matures one year from issuance and bears interest at 10% per
annum. The Note is convertible into common stock of the Company
at a fixed price of $0.115 per share, subject to certain customary
adjustments in the event of a stock split, dividend, or certain
other events affecting the Company's common stock. The Note and
the related warrants do not contain what is commonly referred to
as a "death spiral provision" concerning adjustment of the
conversion price.
The Note is secured by first liens on the Company's Ecos
PowerCube(R), the Company's patent related to the Ecos
PowerCube(R), and the right to a portion of the proceeds from the
sale of the Company's interest in Fidelity National Environmental
Solutions, LLC, to satisfy the debt if the Purchaser elects to.
In the event of any sale of the Collateral upon a default under
the Note, the Company would be entitled to any proceeds remaining
after satisfaction of any amounts outstanding under the Note and
related costs.
Pursuant to the Agreement, the Purchaser also acquired 17,391,304
five-year warrants to purchase shares of the Company's common
stock at a price per share of $0.115, and the terms of
approximately 536,000 warrants held by an affiliate of the
Purchaser were reset to match the terms of the Warrants.
About Ecosphere Technologies
Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets. Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.
Ecosphere Technologies reported net income of $19.16 million in
2013 following net income of $1.05 million in 2012. The Company's
balance sheet at June 30, 2014, showed $16.72 million in total
assets, $2.96 million in total liabilities, $3.76 million in total
redeemable convertible cumulative preferred stock, and $10 million
in total equity.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company had a loss from operations and cash used in
operations along with an accumulated deficit. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
"As of August 6, 2014, Ecosphere had cash on hand of approximately
$0.3 million. Due to the nature of its technology licensing
business model, Ecosphere presently does not have any regularly
recurring revenue. These factors raise substantial doubt about
the Company's ability to continue as a going concern," the Company
stated in its quarterly report for the period ended June 30, 2014.
ENDEAVOUR INT'L: Fails to Comply With NYSE's Listing Rules
----------------------------------------------------------
The New York Stock Exchange had notified Endeavour International
Corporation that it is not in compliance with two of the NYSE's
continued listing standards.
The NYSE requires that the average closing price per share of a
listed company's stock be in excess of $1.00 for a consecutive 30-
trading day period. Under this continued listing criteria,
Endeavour has a period of six months, subject to possible
extension, to bring its average share price back over $1.00. The
Company's common stock expects to be listed and traded on the NYSE
during this period. Endeavour plans to notify the NYSE that it
anticipates that this deficiency will be cured and that it will
return to compliance with the NYSE continued listing standard.
In addition, the Company's total market capitalization has
averaged less than $50 million over a consecutive 30 trading-day
period and its last reported shareholders' equity (deficit) was
also below $50 million. In accordance with NYSE procedures,
Endeavour has 45-days from receipt of the NYSE notice to submit a
business plan to the NYSE demonstrating how it intends to comply
with the NYSE's continued listing standards. Endeavour intends to
develop and submit such a business plan to bring the Company in
compliance, within the required 18 month timeframe. The Company's
stock expects to trade on the NYSE during the plan period, subject
to the compliance with other NYSE continued listing requirements.
About Endeavour International
Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.
Endeavour International reported net loss of $95.47 million in
2013, a net loss of $126.22 million in 2012 and a net loss of
$130.99 million in 2011.
As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.70 million in
series c convertible preferred stock and a $41.48 million total
stockholders' deficit.
* * *
As reported by the TCR on Sept. 8, 2014, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating (CFR) to Ca from Caa2. The downgrade follows Endeavour's
decision to not make interest payments on its $404 million 12%
First Priority Notes due March 2018, $150 million 12% Second
Priority Notes due June 2018, and $18 million 6.5% Convertible
Senior Notes due November 2017.
In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'. The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.
ELEPHANT TALK: Six Directors Elected at Annual Meeting
------------------------------------------------------
Elephant Talk Communications Corp. held its 2014 annual meeting of
stockholders on Sept. 12, 2014, at which the stockholders:
(1) elected Steven van der Velden, Yves van Sante, Geoffrey
Leland, Carl Stevens, Jaime Bustillo and Dr. Francisco Ros
to the Board of Directors;
(2) approved an increase in the number of shares of the
Company's common stock authorized for issuance under the
2008 Plan by 10,000,000 shares; and
(3) ratified the appointment of Squar, Milner, Peterson, Miranda
& Williamson, LLP, as the Company's independent registered
public accounting firm for the fiscal year ending Dec. 31,
2014.
About Elephant Talk
Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.
Elephant Talk reported a net loss of $22.13 million in 2013, a net
loss of $23.13 million in 2012 and a net loss of $25.31 million in
2011. As of June 30, 2014, the Company had $44.72 million in
total assets, $23.24 million in total liabilities and $21.47
million in total stockholders' equity.
"If the Company is unable to achieve its anticipated revenues or
financing arrangements with its major vendors, the Company will
need to attract further debt or equity financing. Although the
Company has been successful in the past in meeting its cash needs,
there can be no assurance that proceeds from additional revenues,
vendor financings or debt and equity financings, where required,
will be received in the required time frames. If the Company is
unable to achieve its anticipated revenues or obtain financing it
may need to delay and restructure its operations. As of June 30,
2014, these conditions raise substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended June 30, 2014.
ENTEGRA POWER: US Trustee Unable to Appoint Creditors' Committee
----------------------------------------------------------------
The U.S. Trustee for Region 3 announced that a committee of
unsecured creditors in Entegra Power Group, LLC's Chapter 11 case
has not yet been appointed as of September 15.
The agency cited as reason the "insufficient response to the
United States Trustee communication [or] contact for service on
the committee."
About Entegra Power Group
Entegra Power Group LLC and its affiliates operate an independent
power company that owns one of the largest gas-fueled power plants
in the United States, located in El Dorado, Arkansas. In
addition, affiliate Gila River Energy Holdco LLC indirectly owns
one-half of another of the country's largest gas-fueled power
plants, in Gila Bend, Arizona. The Entegra entities market
electric power from the two facilities to wholesale customers in
the southeastern and southwestern United States.
Entegra, Gila, and 10 other affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11859) on Aug. 4,
2014. The cases are pending before the Honorable Peter J. Walsh,
and the Debtors have requested that their cases be jointly
administered.
The Debtors have tapped Richards, Layton & Finger, P.A., as
counsel, and Prime Clerk LLC as claims and notice agent.
The Gila facility's direct owners are not debtors in the Chapter
11 cases, and the Gila Facility will not become property of the
Debtors' estates.
ERF WIRELESS: Rhino to Buy WISP Assets
--------------------------------------
ERF Wireless, Inc., entered into an asset purchase agreement that
was effective as of Sept. 1, 2014, with Rhino Communications,
Inc., involving certain obligations of JAB Wireless, Inc.,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.
The Agreement is for the purchase of certain of the Company's WISP
(Wireless Internet Service Provider) assets required for operating
the Company's WISP services in certain geographical areas which
were not associated with the Company's oil and gas sector
communications operations. The purchase price of $2,377,000, is
payable in cash (including a holdback amount of $475,400 to be
placed in an interest bearing account for a period of 90 days
pending determination of any required price adjustment).
About ERF Wireless
Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.
ERF Wireless reported a net loss attributable to the Company of
$7.26 million in 2013, a net loss attributable to the Company of
$4.81 million in 2012 and a net loss attributable to the Company
of $3.37 million in 2011.
The Company's balance sheet at June 30, 2014, showed $3.59 million
in total assets, $11.69 million in total liabilities and a $8.10
million total shareholders' deficit.
GALLAGHER WELDING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Gallagher Welding & Construction, LLC
16355 Co Rd J
Wheeler, TX 79096
Case No.: 14-20307
Chapter 11 Petition Date: September 21, 2014
Court: United States Bankruptcy Court
Northern District of Texas (Amarillo)
Judge: Hon. Robert L. Jones
Debtor's Counsel: Bill Kinkead, Esq.
KINKHEAD LAW OFFICES
6937 Bell St., Suite G
Amarillo, TX 79109
Tel: 806-353-2129
Fax: 806-353-4370
Email: bkinkead713@hotmail.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael E. Gallagher, managing member.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.
GENERAL MOTORS: Plaintiffs' Bid for Document Discovery Okayed
-------------------------------------------------------------
On Sept. 19, 2014, Judge Jesse Furman, presiding over the General
Motors Ignition Switch Multi-District Litigation in the Southern
District Court of New York granted Plaintiffs request to move
forward with document discovery.
Bob Hilliard, who is one of three co-lead attorneys representing
the Plaintiffs states, "GM has admitted it will not seek
bankruptcy protection from post bankruptcy injuries and deaths.
Yet, GM refused to agree to participate in discovery and trial
preparation. This was a nonsensical position by GM and Judge
Furman has determined that discovery should begin immediately. "
"We have been ordered to begin a 'reasonable yet aggressive
schedule for discovery' -- that tells me the Court will insist
this case move quickly and efficiently over the next few months."
Hilliard currently represents 90 families of victims who were
killed and over 1300 individuals who were injured in General
Motors' defective vehicle.
About HMG
Hilliard Munoz Gonzales LLP (HMG) -- http://www.hmglawfirm.com/--
specializes in mass torts, personal injury, product liability,
commercial and business litigation, and wrongful death. Hilliard
Mu¤oz Gonzales LLP has been successfully representing clients in
the United States and Mexico since 1986. Bob Hilliard obtained
the Largest Verdict in the country in 2012 and the #1 verdict in
Texas in 2013.
HMG is actively seeking to represent other victims of GM's
defective vehicles.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.
General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing. The U.S. government
provided financing. The deal was closed July 10, 2009, and Old GM
changed its name to Motors Liquidation Co.
Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel; and Morgan Stanley, Evercore Partners and the Blackstone
Group LLP as financial advisor. Garden City Group is the claims
and notice agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
GENERAL MOTORS: Ignition Switch Death Toll Rises to 21
------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
the death toll from a defect in older model General Motors Co.
small cars increased to 21, and could go higher, according to
Kenneth Feinberg, a victims' compensation expert hired by the
company. Mr. Feinberg said the compensation program has received
143 death claims out of a total of 675 injury claims as of Sept.
22, the report related, citing a statement.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.
General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing. The U.S. government
provided financing. The deal was closed July 10, 2009, and Old GM
changed its name to Motors Liquidation Co.
Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel; and Morgan Stanley, Evercore Partners and the Blackstone
Group LLP as financial advisor. Garden City Group is the claims
and notice agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
GEOMET INC: Stockholders May Act by Written Consent
---------------------------------------------------
GeoMet, Inc., announced that, at the special meeting of
stockholders held on Sept. 19, 2014, the necessary stockholder
votes were received to authorize:
(1) the approval of an amendment to the Company's Amended and
Restated Certificate of Incorporation to remove the
prohibition for stockholders to act by written consent; and
(2) the adoption of resolutions that have been adopted by the
Company's board of directors to ratify the Certificate of
Amendment to the Certificate of Designations of Series A
Convertible Redeemable Preferred Stock of the Company that
was filed with the Secretary of State of the State of
Delaware on Dec. 21, 2010, as more fully described in the
definitive proxy statement filed by the Company with the
Securities and Exchange Commission on Aug. 21, 2014.
The Amendment was authorized at the Special Meeting by the holders
of 85.7% of the outstanding shares of the Company's Series A
Convertible Redeemable Preferred Stock and by the holders of 67.1%
of the Preferred Stock (on an as-converted basis) voting together
with the holders of the Company's common stock as a single class.
The Resolution Adoption was authorized at the Special Meeting by
the holders of 85.9% of the outstanding shares of the Preferred
Stock and by the holders of 67.6% of the Preferred Stock (on an
as-converted basis) voting together with the holders of the Common
Stock as a single class.
About Geomet Inc.
Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas. Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia. It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia. As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.
As of June 30, 2014, the Company had $27.95 million in total
assets, $3.96 million in total liabilities and $45.90 million in
series A convertible redeemable preferred stock and a $21.92
million total stockholders' deficit.
Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net working capital deficiency that raise substantial doubt about
the Company's ability to continue as a going concern.
HALLWOOD ENERGY: Hunton Mostly Escapes $50-Mil. Malpractice Suit
----------------------------------------------------------------
Law360 reported that U.S. District Judge A. Joe Fish in Texas left
Hallwood Energy LP's estate trustee a single "narrow" claim in its
$50 million malpractice suit against Hunton & Williams LLP,
agreeing with a bankruptcy judge who ruled the trustee could only
seek a recovery of fees. According to the report, Judge Fish
adopted a bankruptcy judge's November 2013 report, and granted the
law firm's bid to escape negligence and aiding and abetting breach
of fiduciary duty claims.
Law360 recalled that Bankruptcy Judge Stacey G. C. Jernigan had
ruled that Hallwood Energy I Creditors' Trust trustee Ray Balestri
had not pointed to specific deals HELP missed out on because of
Hunton & William's representation.
The case is Ray Balestri v. Hunton & Williams LLP et al., case
number 3:11-cv-03359, in the U.S. District Court for the Northern
District of Texas.
About Hallwood Energy
Based in Dallas, Texas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation, engaging in the exploration, acquisition, development
and production of oil and gas properties.
The Company and five of its affiliates filed separate petitions
for Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31253) on
March 1, 2009. Kathleen M. Patrick, Esq., Michael R. Rochelle,
Esq, Scott Mark DeWolf, Esq., and Sean Joseph McCaffity, Esq., at
Rochelle McCullough L.L.P., represent the Debtors in their
restructuring efforts.
Blackhill Partners LLC serves as the Debtors' business consultant.
Brian A. Kilmer, Esq., at Okin Adams & Kilmer LLP, in Dallas, and
Brian D. Roman, Esq., at Okin Adams & Kilmer LLP, in Houston,
represent the official committee of unsecured creditors. In its
bankruptcy petition, Hallwood estimated assets between $50 million
and $100 million, and debts between $100 million and $500 million.
HEALTHWAREHOUSE.COM INC: Bruce Bedrick Holds 15.7% Stake
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Bruce Bedrick disclosed that as of Aug. 20, 2014, he
beneficially owned 5,850,000 shares of common stock of
HealthWarehouse.com, Inc., representing 15.7 percent of the shares
outstanding. A copy of the regulatory filing is available for
free at http://is.gd/nZ9nl2
About HealthWarehouse.com
HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012, citing significant losses and the need to raise additional
funds to meet the Company's obligations and sustain its
operations.
The Company reported a net loss of $5.57 million on $11.08 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $5.71 million on $10.36 million of net sales during
the prior year.
As of June 30, 2014, the Company had $1.02 million in total
assets, $5.50 million in total liabilities and a $4.48 million
total stockholders' deficit.
HULDRA SILVER: Creditors' Meetings in CCAA Proceedings Today
------------------------------------------------------------
Peter Espig, CEO & Director of Huldra Silver Inc., reminds the
company's creditors under its proceedings and restructuring under
the Companies' Creditors Arrangement Act (Canada) that meetings of
the creditors will be held on Sept. 23, 2014 at Suite 900 - 885
West Georgia Street, Vancouver, British Columbia at 2:00 p.m.
(Vancouver time).
A copy of the Plan of Compromise and Arrangement was provided to
creditors of the Company by the monitor in the CCAA proceedings.
Under the Plan, subject to receipt of the requisite approvals, the
Company intends to compromise and settle its outstanding
obligations, exit creditor protection under the CCAA, and
restructure its affairs and focus on recommencing the Company's
business operations. Common shares of the Company that will be
issued to creditors pursuant to the Plan in settlement of debt are
expected to be subject to a hold period of four months and one day
under the policies of the TSX Venture Exchange.
In order for the Plan to be approved by the creditors, it needs to
be approved by a majority in number of creditors in each class and
by creditors having claims amounting to at least 2/3 in dollar
value of the total creditor claims in each class.
Creditors who are unable to attend the Creditors' Meetings were
encouraged to complete, sign and return their creditor proxy to
the monitor. Proxies were to be sent by Sept. 22 to the monitor
by mail, courier, facsimile or e-mail (in PDF format) at this
address:
Grant Thornton Limited
Grant Thornton Place, Suite 1600
333 Seymour Street
Vancouver, B.C. V6B 0A4
Attention: Michelle Madrigga
Fax No. (604) 685-6569
E-mail: michelle.madrigga@ca.gt.com
Huldra's Post-Restructuring Business Plan
Following completion of the restructuring, the Company intends to
focus on transforming its Merritt Mill Property into a processing
facility for mill feed for other gold and silver mining companies
as there are significant costs associated with securing land,
purchasing and building a processing mill, and a lined tailings
facility. Such a facility would provide the opportunity for other
companies to avoid the significant capital expenditure
requirements necessary to build such a processing facility. In
addition, the Company intends to resume exploration activities at
its Treasure Mountain Project.
About Huldra
Headquartered in Vancouver, Canada, Huldra Silver Inc. --
http://www.huldrasilver.com/-- is a junior exploration company
engaged in the business of acquiring, exploring and developing
mineral and natural resource properties.
HOWREY LLP: Former Partners Contribute Another $1.5-Mil.
--------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Allan Diamond, the trustee for Howrey LLP, has reached settlements
with 31 former partners of the bankrupt law firm, bringing in
close to $5.1 million to pay back creditors. According to the
report, in May, the trustee reached settlements with 60 ex-
partners that raised $4.2 million for creditors.
About Howrey LLP
Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP. The filing
was in San Francisco, where the firm had an office. The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP. The firm at one time had more than 700 lawyers in 17
offices. The partners voted to dissolve in March 2011.
The firm specialized in antitrust and intellectual-property
matters. The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.
The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm. In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.
Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison. Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.
The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.
In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee. The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.
INTERNAL FIXATION: Chapter 7 Trustee Seeks Channeling Injunction
----------------------------------------------------------------
Jacqueline Calderin, the Chapter 7 Trustee of the bankruptcy
estate of debtor Internal Fixation Systems, Inc., asks the U.S.
Bankruptcy Court of the Southern District of Florida, in Miami, to
enter a channeling injunction and bar order in connection with the
Chapter 7 Trustee's Motion to (I) Approve Settlement Agreement
with Certain of Debtors' Former Counsel, Directors and Officers
and Certain Investor Plaintiffs; and (II) Authorize Disbursement
of Settlement Payment, Including Payment of Contingency Fee and
Reimbursement of Expenses to Counsel. The Settlement Motion is
subject to bankruptcy court approval.
The Settlement resolves all of the claims among the Parties and
serves to end the heavily contested litigation and disputes among
them. The Settlement provides, among other things, for (a) an
agreed payment in the amount of $1,000,000 as set forth in the
Settlement Motion to be paid by insurer Continental Casualty
Company on behalf of the Defendants; (b) the waiver of claims of
approximately $200,000 against the Debtor's Estate; and (c)
general releases between the Parties.
An integral part and requirement of the Settlement Agreement is
that the Court enter a channeling injunction and bar order
enjoining, among other things, the commencement and/or prosecution
by any third parties of any Enjoined Claims, arising out of or
related to involvement, transactions, acts, or events in any
manner related to the Debtor against the Bar Order Parties, which
include, inter alia, the (a) Defendants; (b) any known or unknown
principals, officers, directors, controlling persons,
representatives and employees of the Debtor; (c) any known or
unknown individuals or entities asserting coverage under the
Policy; (d) the Insurer, and (e) all of their respective
professionals, agents, assigns, and representatives.
A hearing on the Chapter 7 Trustee's request for channeling
injunction is set for Oct. 16, 2014, at 10:30 a.m. Objections to
the request must be filed two business days prior to the hearing.
On August 29, 2012, certain of the Investor Plaintiffs filed a
complaint against the Debtor and Defendants in the United States
District Court for the Southern District of Florida Case No. 2012-
23137-JAL styled Blum, et al. v. Internal Fixation Systems, Inc.,
et al., alleging that certain actions and omissions of the Debtor,
and its directors, officers and counsel, caused them to suffer
damages. The Defendants filed a Motion to Dismiss, and the
District Court has not ruled on the Motion.
The "Investor Plaintiffs" constitute the following group of the
Debtor's investors and/or shareholders: Jonathan Blum; Bromson
Investments, Ltd.; Beauperthuy Enterprises; Neisser Burgos; Jaime
Carbonell; Daniel Chan; Robert and Kara Dunne; Gary Hill; Karen
Keller; KAKT Inc.; George and Keri Kolettis; Gregg Lacoste;
Christopher Lopez; Michael Melchior; Matthew Mendez-Zfass; Mark
Merlin; Robert Norton; Stephen Quinnan; Christopher Reeves; Jeremy
Schwartz; J Bones Holdings, LLC; Daniel Segina; Alan Selner;
Steven and Stacey Steinlauf; AACJ Properties LP; and Christopher
Wong.
The "Defendants" are: (i) the Estate of Stephen Jay Dresnick; (ii)
Jay Higgins, (iii) Bob Kuechenberg; and (iv) Robert F. Hoffman.
Internal Fixation Systems was a publicly traded medical technology
company specializing in the manufacturing and marketing of generic
orthopedic and podiatric surgical implants, many of which were FDA
approved. Internal Fixation Systems filed a voluntary petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. S.D.
Fla. Case No. 12-39145) on December 5, 2012.
Counsel to the Chapter 7 Trustee is:
Christopher B. Spuches, Esq.
EHRENSTEIN CHARBONNEAU CALDERIN
501 Brickell Key Drive, Suite 300
Miami, FL 33131
Tel: 305-722-2002
Fax: 305-722-2001
E-mail: cbs@ecclegal.com
ITR CONCESSION: Indiana Toll Road Operator Files for Ch. 11
-----------------------------------------------------------
Sara Randazzo and Patrick Fitzgerald, writing for Daily Bankruptcy
Review, reported that ITR Concession Co., the operator of the
Indiana Toll Road, filed for bankruptcy protection on Sept. 21
with a plan to restructure some $6 billion in debt by selling its
assets or reorganizing its business. According to the report, the
toll road operator will pursue a two-track restructuring process -
- one would be a sale process that has a deadline of Aug. 1, 2015,
and the other would be a debt-for-equity deal under which senior
creditors will swap their stakes for a 95.75% stake in a
reorganized ITR Concession Co. Holdings LLC.
ITR CONCESSION: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
ITR Concession Company LLC 14-34284
205 North Michigan Avenue, Suite 2510
Chicago, IL 60601
ITR Concession Company Holdings LLC 14-34285
205 North Michigan, Suite 2510
Chicago, IL 60601
Statewide Mobility Partners LLC 14-34287
205 North Michigan Avenue, Suite 2510
Chicago, IL 60601
Type of Business: The Debtors operate a 157-mile, four- to six-
lane toll road in Northern Indiana commonly
referred to as the Indiana Toll Road.
Chapter 11 Petition Date: September 21, 2014
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Jacqueline P. Cox (14-34285)
Hon. Pamela S. Hollis (14-34284)
Debtors' Counsel: Marc Kieselstein, Esq.
Chad J Husnick, Esq.
KIRKLAND & ELLIS LLP
Gregory F Pesce, Esq.
KIRKLAND & ELLIS LLP
300 N. LaSalle
Chicago, IL 60604
Tel: (312) - 8622000 Ext.
E-mail: marc.kieselstein@kirkland.com
chusnick@kirkland.com
gregory.pesce@kirkland.com
Debtors' MOELIS & COMPANY LLC
Investment
Banker and
Financial
Advisor:
Debtors' KURTZMAN CARSON CONSULTANTS LLC
Notice,
Claims, and
Balloting
Agent:
Estimated Estimated
Assets Liabilities
---------- --------------
ITR Concession COmpany LLC More than $1BB More than $1BB
ITR Concession Company Holdings More than $1BB More than $1BB
Statewide Mobility More than $1BB More than $1BB
The petitions were signed by Fernando Redondo, chief executive
officer.
Consolidated List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Interstate Constructors Corp. Trade Debt $816,304
Attn: John Mackanin, P.E.,
President
39W866 Fabyan Pkwy.
Elburn, IL 60119
Tel: (630) 232-7280
Fax: (630) 232-7281
Brooks Construction Trade Debt $396,290
Company, Inc.
Attn: Andy Brooks, President
6525 Ardmore Ave.
Fort Wayne, IN 46809
Tel: (260) 478-1990
Fax: (260) 747-7086
Email: info@brooks1st.com
Kapsch TrafficCom Trade Debt $194,311
IVHS Inc.
Walsh & Kelly, Inc. Trade Debt $125,005
Rieth-Riley Construction Co. Trade Debt $109,764
Northern Indiana Construction Co. Trade Debt $77,333
CH2M Hill Engineers, Inc. Trade Debt $52,435
Northern Indiana Public Service Co. Utility Service $32,926
AON Risk Services, Inc. of Illinois Trade Debt $25,000
The Troyer Group, Inc. Trade Debt $18,524
CGI Technologies and Trade Debt $15,130
H.W. Lochner, Inc. Trade Debt $14,865
CTE Engineers, Inc. Trade Trade $12,790
Niblock Excavating Trade Trade $12,642
Zones Inc. Trade Trade $12,245
Kabelin Ace Hardware Trade Debt $11,003
Corporate Graphic Solutions Trade Debt $10,308
Indiana Michigan Power Utility Service $9,224
Michigan Rental, LLC Trade Debt $9,192
PCM, Inc. Trade Debt $9,179
Weller Truck Parts, LLC Trade Debt $8,560
CDM Smith Inc. Trade Debt $6,802
Selking International Trade Debt $5,323
Wire Supplies Inc. Trade Debt $5,311
Bellman Oil Co., Inc. Trade Debt $5,237
Purity Cylinder Gases Utility Service $5,077
Ronson Equipment Company Trade Debt $4,921
URS Corporation Trade Debt $4,870
Crichlow Products Co. Trade Debt $4,404
E-ZPass Interagency Group Contractual Unliquidated
obligation
JEFFREY ALEXANDER DDS: Case Summary & 15 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Jeffrey P. Alexander, DDS, Inc.
dba A Youthful Tooth
8201 Edgewater Dr, Ste 106
Oakland, CA 94621
Case No.: 14-43851
Chapter 11 Petition Date: September 19, 2014
Court: United States Bankruptcy Court
Northern District of California (Oakland)
Judge: Hon. William J. Lafferty
Debtor's Counsel: Chris D. Kuhner, Esq.
KORNFIELD, NYBERG, BENDES AND KUHNER, P.C.
1970 Broadway #225
Oakland, CA 94612
Tel: (510)763-1000
Email: c.kuhner@kornfieldlaw.com
Total Assets: $3.55 million
Total Liabilities: $3.95 million
The petition was signed by Jeffrey P. Alexander, president.
A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb14-43851.pdf
JHD HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JHD Holdings, LLC
13735 Riverport Drive
Maryland Heights, MO 63043
Case No.: 14-47455
Chapter 11 Petition Date: September 19, 2014
Court: United States Bankruptcy Court
Eastern District of Missouri (St. Louis)
Judge: Hon. Charles E. Rendlen III
Debtor's Counsel: Robert A. Breidenbach, Esq.
GOLDSTEIN AND PRESSMAN
10326 Old Olive Street Road
St. Louis, MO 63141-5922
Tel: (314) 727-1717
Fax: (314) 727-1447
Email: rab@goldsteinpressman.com
- and -
Steven Goldstein, Esq.
GOLDSTEIN & PRESSMAN, P.C.
10326 Old Olive Street Raod
St. Louis, MO 63141
Tel: (314) 727-1717
Fax: (314) 727- 1447
Email: sg@goldsteinpressman.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Mercurio, manager.
A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/moeb14-47455.pdf
LDK SOLAR: Class Meetings of Creditors Set for Oct. 16 to 17
------------------------------------------------------------
Upon the application of LDK Solar Co., Ltd., in provisional
liquidation (acting by Joint Provisional Liquidators, Tammy Fu and
Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited) and its
subsidiary, LDK Silicon & Chemical Technology Co., Ltd., by
summons dated Aug. 29, 2014, to the Grand Court of the Cayman
Islands, the Cayman Court made an order dated Sept. 12, 2014, and
filed on Sept. 16, 2014, to direct the Company and LDK Silicon to
convene the class meetings of their creditors on Oct. 16, 2014,
(starting at 8:00 p.m.), Cayman time, and Oct. 17, 2014 (starting
at 9:00 a.m.), Hong Kong time.
The Cayman Court is currently scheduled to hear the petition in
respect of the schemes of arrangement on Nov. 6, 2014, at which
hearing the Cayman Court will determine whether or not to sanction
the schemes of arrangement.
The Company, LDK Silicon and LDK Silicon Holding Co., Limited
previously made a filing to commence their schemes of arrangement
in the High Court of Hong Kong. The Hong Kong Court is currently
scheduled to hear on Sept. 23, 2014, the applications on behalf of
the Company, LDK Silicon and LDK Silicon Holding to convene the
class meetings of their creditors for the Hong Kong schemes of
arrangement on or around Oct. 17, 2014, Hong Kong time.
All of these proceedings are designed to implement the Company's
previously described plans for the restructuring of its offshore
operations, which restructuring the Company hopes to conclude in
November 2014.
About LDK Solar
LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.
LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.
LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.
KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012. The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes. These conditions raise substantial doubt about the
Group's ability to continue as a going concern.
LPL HOLDINGS: S&P Affirms 'BB-' ICR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'BB-' long-term issuer credit rating on LPL Holdings Inc. S&P
also affirmed its 'BB-' senior secured debt rating on the
company's revolving credit facility, Term Loan A, and Term Loan B.
The outlook is stable.
"The affirmation of our ratings on LPL Holdings Inc. incorporates
the company's plans for a second amendment and extension of its
senior secured revolving credit facility and Term Loan A," said
Standard & Poor's credit analyst Charles Rauch. "If LPL
successfully completes the amendment and extension within the
terms currently proposed, there would be no impact on our
ratings."
Specifically, LPL seeks to extend the maturities on its revolver
and Term Loan A by two and a half years to Sept. 2019. S&P views
the potential maturity extension as a positive ratings factor.
LPL is also seeking to increase the size of the revolver by $150
million, bringing total borrowing capacity to $400 million. LPL
plans to use the $150 million to buy back additional shares
through Dec. 2015. This is on top of an expected $150 million
($25 million per quarter) of share buybacks that will be financed
with operating cash flows through the next six quarters. The
anticipated draw down of the revolver will add to LPL's already
heavy debt burden, which is a negative rating factor.
The stable outlook reflects S&P's expectation that modest organic
growth in LPL's financial advisors and client assets will generate
modest revenue growth, but that higher interest expense and
compliance and risk management costs will keep a lid on pretax
profits through 2014 and into 2015. S&P expects LPL's EBITDA-to-
interest coverage to remain above 7.5x and EBITDA-to-debt multiple
to remain below 3.5x. At the same time, S&P expects the company
to continue to operate with very modest credit and market risk
exposures.
S&P could lower its ratings on LPL if the company's debt leverage
and interest coverage metrics fall outside S&P's parameters or if
on-balance sheet unencumbered cash falls below $200 million. S&P
do not see any potential for a ratings upgrade until management
throttles back its aggressive financial and capital policies.
MARINA BIOTECH: Donald Williams Elected to Board of Directors
-------------------------------------------------------------
Marina Biotech, Inc., announced that all five of the director
nominees submitted to the company's stockholders for election at
Marina Biotech's 2014 Annual Meeting of Stockholders held on
Sept. 15, 2014, in San Diego, CA, were elected to serve as members
of the company's board of directors. The director nominees
included four incumbent directors - J. Michael French, Stefan
Loren, Ph.D., Joseph W. Ramelli and Philip C. Ranker - as well as
new board member Donald A. Williams.
The stockholders ratified the appointment of Wolf & Company, P.C.,
as the Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2014, and approved an amendment to
the Company's Amended and Restated Certificate of Incorporation to
effect a reverse stock split, at any time within two years
following the Annual Meeting, and in such ratio between a one-for-
two and one-for-ten reverse stock split, to be determined by the
Board of Directors, to be in the best interest of the Company.
The adoption of the Company's 2014 Long-Term Incentive Plan was
approved. A total of 5,000,000 shares of Common Stock are subject
to the granting of awards under the 2014 Plan. The stockholders
also approved the compensation of the Company's named executive
officers.
"I am pleased to welcome Don Williams to Marina Biotech's Board of
Directors," stated J. Michael French, president and CEO of Marina
Biotech. "Don's extensive finance experience including strong
expertise in developing and funding growth companies will be
instrumental as we continue Marina's turn-around and rebuild
shareholder value. I look forward to working with Don and the
rest of the board of directors through this effort."
Mr. Williams is a 35-year veteran of the public accounting
industry, retiring in 2014. Mr. Williams spent 18 years as an
Ernst & Young (E&Y) Partner and the last seven years as a Partner
with Grant Thornton (GT). Mr. Williams' career focused on private
and public companies in the technology and life sciences sectors.
During the last seven years at Grant Thornton, he served as the
National Leader of Grant Thornton's Life Sciences Practice and the
Managing Partner of the San Diego Office. He was the lead partner
for both E&Y and GT on multiple initial public offerings;
secondary offerings; private and public debt financings; as well
as numerous mergers and acquisitions. From 2001 to 2014, Mr.
Williams served on the Board of Directors and is past President
and Chairman of the San Diego Venture Group and has served on the
Board of Directors of various charitable organizations in the
communities in which he has lived. Mr. Williams is a graduate of
Southern Illinois University with a B.S. degree.
Extends CEO's Term Until 2017
On Sept. 15, 2014, Marina Biotech entered into an Amended and
Restated Employment Agreement with Michael J. French, its
president and chief executive officer, pursuant to which Mr.
French will serve as the president and chief executive officer of
the Company until Sept. 14, 2017.
Pursuant to the Employment Agreement, Mr. French is entitled to
annual base compensation of $425,000 commencing as of April 1,
2014. He is also eligible to receive annual performance-based
incentive cash compensation, with the targeted amount of such
incentive cash compensation being 50% of his annual base
compensation for the year, but with the actual amount to be
determined by the Board or the Compensation Committee.
Under the Employment Agreement, the Company granted options to Mr.
French to purchase up to 771,000 shares of the common stock, par
value $0.006 per share, of the Company, at an exercise price of
$1.07 per share, of which 257,000 options will vest on the first
anniversary of the grant date, 257,000 options shall vest monthly
in equal installments commencing after the first anniversary of
the grant date and will be vested in full on the second
anniversary of the grant date, and 257,000 options shall vest
monthly commencing after the second anniversary of the grant date
and will be vested in full on the third anniversary of the grant
date.
The Employment Agreement also provides that the Company will cause
the nomination and recommendation of Mr. French for election as a
director at the Company's annual meetings of stockholders that
occur during the employment term, and use all best efforts to
cause Mr. French to be elected as a non-independent director.
In general, Mr. French has agreed not to compete with the Company
during the employment term and for six months thereafter, to
solicit the partners, consultants or employees of the Company for
one year following the end of the employment term, or to solicit
the Company's clients during the employment term and for twelve
months thereafter.
Grant of Stock Options to Directors
On Sept. 15, 2014, the Board approved the issuance to each of
Stefan Loren, Ph.D., Joseph W. Ramelli, Philip C. Ranker and
Donald A. Williams of options to purchase up to an aggregate of
62,000 shares of Common Stock at an exercise price of $1.07 per
share, which represented the initial option grant to such non-
employee directors, and 50% of the annual option grant for the
2014 calendar year (covering the third and fourth quarters,
respectively, of the 2014 calendar year).
About Marina Biotech
Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation. The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients. The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.
On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated. As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary. As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.
As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as
the principal accountants for Marina Biotech, Inc., and Wolf &
Company, P.C., had been engaged as replacement.
In 2013, the Company incurred a net loss of $1.57 million on $2.11
million of license and other revenue, compared to a net loss of
$9.54 million on $4.21 million of license and other revenue in
2012.
The Company's balance sheet at June 30, 2014, $11.10 million in
total assets, $14.43 million in total liabilities and a $3.32
million total stockholders' deficit.
MASHANTUCKET PEQUOT: S&P Lowers Issuer Credit Rating to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on Mashantucket, Conn.-based casino operator
Mashantucket (Western) Pequot Tribe to 'CC' from 'CCC-'. The
rating outlook is negative.
"The downgrade reflects our expectation that Mashantucket will be
unable to make full and timely interest payments to its junior
debt holders on Sept. 30, 2014 because it received a blocking
notice from senior lenders," said Standard & Poor's credit analyst
Carissa Schreck.
Because Mashantucket failed to comply with certain financial
covenants under its senior credit facility at the June 30, 2014
test date, senior lenders exercised their rights to block interest
payments to junior debtholders in order to preserve liquidity for
themselves. Under the terms of the current agreements,
Mashantucket is allowed to accrue or pay in kind junior payments
until the blocking notice is waived by senior lenders. Although
S&P expects Mashantucket will remain current on the interest and
principal payments on its senior credit facility, and although the
junior debt service accruals are not events of default under
Mashantucket's agreements, S&P would consider the failure to make
full and timely interest payments on all pieces of Mashantucket's
capital structure to be a default under our criteria. Upon a
missed interest payment on the junior debt at Sept. 30, 2014, S&P
would likely lower the issuer credit rating on Mashantucket to
'SD'.
The negative rating outlook reflects the likelihood that
Mashantucket will be unable to make full and timely payment on all
debt obligations in the near term because senior lenders have
exercised their rights to block payments to junior debtholders.
S&P would consider the failure to make full and timely interest
payments on all pieces of Mashantucket's capital structure to be a
default under its criteria and would in that case lower the issuer
credit rating on Mashantucket.
S&P is unlikely to consider a revision of the outlook to stable or
an upgrade given the senior lender blocking notice. However,
absent the blocking notice, S&P is unlikely to consider higher
ratings absent a meaningful outperformance relative to its current
expectations that results in Mashantucket's capital structure
being sustainable in the long term.
MATTRESS FIRM: Moody's Assigns B1 Rating on $720MM Term Loan
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
senior secured term loan of Mattress Holding Corp., a subsidiary
of Mattress Firm Holding Corp. ("Mattress Firm") and parent
company of the primary operating entity, Mattress Firm, Inc.
Mattress Firm's B2 Corporate Family Rating and B2-PD Probability
of Default Ratings were confirmed. At the same time, Moody's
affirmed Mattress Firm's SGL-2 Speculative Grade Liquidity Rating.
The rating outlook is stable. This rating action concludes the
ratings review on Mattress Firm initiated on September 5, 2014.
Proceeds from the new 7-year, $720 million term loan, along with
excess cash, modest borrowings under the new 5-year, $125 million
ABL revolving credit facility (unrated by Moody's) and
approximately $40 million of common stock issuance, will be used
to acquire The Sleep Train, Inc. ("Sleep Train") and Back to Bed.
In addition, the company intends to repay its existing debt of
approximately $297 million and pay fees and expenses.
The confirmation of the B2 rating reflects Moody's expectations
that the pending acquisitions will bring significant strategic
benefits, including a nationwide delivery and distribution system
and cost synergies that counterbalance Mattress Firm's increased
leverage and meaningful integration risk in the near term.
The deal will increase LTM Q2 2014 Moody's-adjusted debt/EBITDA by
over 1 time to the mid-6 times (pro-forma, including the run-rate
impact of acquisitions and Moody's estimates of near-term
synergies). Importantly, while Mattress Firm has a track record of
executing numerous smaller acquisitions, the transformative nature
of the Sleep Train deal introduces meaningful integration risk.
Rating actions:
Issuer: Mattress Holding Corp.
$720 million first lien senior secured term loan due 2021,
assigned B1 (LGD3)
Issuer: Mattress Firm Holding Corp.
Corporate Family Rating, confirmed at B2
Probability of Default Rating, confirmed at B2-PD
Speculative Grade Liquidity rating, affirmed at SGL-2
Stable outlook
The ratings are subject to receipt and review of final
documentation. The ratings of the company's existing credit
facilities will be withdrawn following the close of the
transaction.
Ratings Rationale
The B2 Corporate Family Rating reflects the company's dependence
on discretionary consumer spending and narrow product focus as a
mattress retailer. The rating also considers Mattress Firm's high
lease-adjusted leverage, meaningful integration risk following the
Sleep Train acquisition and aggressive expansion strategy, which
limits the pace of de-leveraging. At the same time, the rating is
supported by the company's good interest coverage, its position as
the largest specialty player with coast-to-coast reach in the
highly fragmented U.S. retail mattress market, good liquidity, and
pent-up demand for housing-related consumer durables, including
bedding products.
The stable outlook reflects Moody's expectation that Mattress Firm
will reduce leverage to the mid-5 to low-6 times through earnings
growth primarily from store expansion and synergy realization. The
outlook also reflects Moody's view that the company will maintain
a good liquidity profile, including positive free cash flow
generation, but will continue to prioritize cash towards bolt-on
acquisitions.
The ratings could be downgraded if the company faces challenges
integrating Sleep Train, if revenue and earnings decline, or the
company's liquidity profile deteriorates for any reason.
Quantitatively, ratings could be downgraded if debt/EBITDA is
sustained above 6.5 times or EBITA/Interest falls below 1.25
times.
The ratings could be upgraded if the company achieves planned
synergies through the integration of its 2014 acquisitions and
demonstrates solid revenue and earnings growth, such that lease-
adjusted leverage is sustained at or below 5.0 times and
EBITA/interest expense above 2.25 times.
The principal methodology used in these ratings was Global Retail
Industry published in June 2011. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.
Mattress Firm Holding Corp. (Mattress Firm) is a mattress retailer
with over 1,500 company-operated and franchised stores in 36
states. The company is publicly traded but J.W. Childs owns 46.96%
(on a pro forma basis after giving effect to the issuance of
shares to the Sleep Train shareholders). Mattress Holding Corp. is
a subsidiary of Mattress Firm and the parent company of the
primary operating entity, Mattress Firm, Inc. Mattress Holding
Corp. is the borrower under the bank credit facilities. Revenues
for the twelve months ended July 29, 2014 were approximately $1.4
billion.
MATTRESS FIRM: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Houston-based Mattress Firm Holding Corp. The
outlook is stable.
Concurrently, S&P assigned a 'B' issue-level rating to the
company's term loan B with a '3' recovery rating, which indicates
S&P's expectation for meaningful (50% to 70%) recovery in the
event of a payment default. S&P is also assigning a 'BB-' issue-
level rating with a '1' recovery to the company's asset-based
revolver, which indicates very high (90% to 100%) recovery in the
event of a payment default.
The company will use debt proceeds combined with balance sheet
cash and equity to purchase Sleep Train and other smaller "bolt
on" acquisitions, refinance nearly $300 million in existing debt,
and pay fees and expenses.
"The rating on Mattress Firm reflects the company's aggressive
financial policy and weak credit metrics," said credit analyst
Diya Iyer. "It also reflects the big-ticket and commoditized
nature of Mattress Firm's main bedding products and continued
potential for volatility in profits relative to retail peers given
the mattress sector's highly discretionary and cyclical nature."
The stable outlook incorporates S&P's expectation that Mattress
Firm's credit metrics and market position will improve over the
next year if the company can successfully integrate its latest
acquisitions including Sleep Train and manage the inventory
overhang that has pressured the industry overall given the
consolidation that has occurred among top suppliers in recent
years. Overall, S&P believes execution risk is a major factor
that would derail this aggressive expansion strategy into new
geographies, and remain cautious on the industry's particular
vulnerability to economic headwinds.
Downside Scenario
S&P would lower the rating if performance falls significantly
below its projections because of flat sales and margin
contraction. Under this scenario, revenue growth would slow and
gross margin would shrink more than 100 basis points, with an
unsustainable capital structure that includes accompanying
tightened liquidity, flat free operating cash flow, and interest
coverage below 2.0x. S&P would also lower its rating if the
company takes on additional debt to fund another sizable
acquisition in the next one year.
Upside Scenario
To consider an upgrade, Mattress Firm would deliver performance
ahead of S&P's expectations, with revenue growth 10 to 20
percentage points ahead of expectations and gross margin expansion
of more than 100 basis points. At that time, leverage and
coverage would be in the 4.0x range, with FFO/debt in the mid-
teens percent area. S&P considers this scenario unlikely in the
next one year given acquisition integration and potential for
further deals as part of the company's expansion strategy.
MEGA RV: Committee Gets Approval to Hire Greenberg as Counsel
-------------------------------------------------------------
Mega RV Corp.'s official committee of unsecured creditors received
court approval to hire Greenberg Glusker Fields Claman &
Machtinger LLP as its general bankruptcy counsel.
As legal counsel, Greenberg will assist the committee in its
consultations and negotiations with Mega RV, in evaluating the
prospects for the sale of the company's assets, and in formulating
and drafting of any plan of reorganization or liquidation for the
company.
The firm will also prepare court documents, and attend court
hearings and meetings on behalf of the committee.
Greenberg will be paid on an hourly basis and will receive
reimbursement for work-related expenses. The hourly rates range
from $275 to $750 for attorneys, and from $135 to $295 for
paralegals. The rates for the professionals expected to be
most active in Mega RV's case are as follows:
Professional Position Hourly Rate
------------ -------- -----------
Brian L. Davidoff Partner $640
Courtney E. Pozmantier Associate $425
James C. Behrens Associate $325
Neither Greenberg nor any attorney at the firm holds or represents
an interest adverse to Mega RV's estate, according to a
declaration by Mr. Davidoff, Esq., a partner at Greenberg.
About Mega RV Corp.
Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 14-13770) on June 15, 2014. Brent McMahon signed
the petition as president. The Debtor estimated assets and
liabilities of at least $10 million. Goe & Forsythe, LLP, serves
as the Debtor's counsel. Judge Mark S Wallace presides over the
case.
The U.S. Trustee for Region 16 on July 3 appointed three creditors
of Mega RV Corp. to serve on the official committee of unsecured
creditors.
METRO AFFILIATES: Judge Orders Termination of 401(k) Plan
---------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York ordered the termination of Metro Affiliates,
Inc.'s 401(k) plan.
The company and the administrators of the 401(k) plan, The
Principal Financial Group and Advantage Benefits Consultants,
Inc., were authorized to implement the procedures for the
termination of the plan, which include distributing vested account
balances and notifying participants under the plan about the
termination.
About Metro Affiliates
Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591). The
case is assigned to Judge Sean Lane. In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.
Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors. Silverman Shin & Byrne
PLLC serves as special counsel. Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.
The Joint Chapter 11 Plan of Liquidation filed by Metro
Affiliates, Inc. and its debtor affiliates embodies a global
settlement among the Debtors, the Creditors Committee, Wells Fargo
and Wayzata for a fair allocation of the Debtors' remaining
assets. Wayzata holds a substantial majority of the Debtors'
Notes. Among other things, the Settlement provides that proceeds
of the Noteholders' Collateral will be used to pay certain
administrative expenses.
The Plan creates a trust for unsecured creditors who are given the
right to pursue lawsuits. Recoveries will be shared, with 70%
going to noteholders on their remaining claim of $14.3 million and
30% earmarked for other unsecured creditors.
On June 11, 2014, the U.S. Bankruptcy Court entered its Findings
of Fact, Conclusions of Law, and Order Confirming First Amended
Joint Chapter 11 Plan of Liquidation for the Debtors.
Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.
The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.
The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.
This is Metro Affiliates' third trip to Chapter 11. The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.). A
plan in the second Chapter 11 case was confirmed in September
2003. The first bankruptcy was in 1994.
MJH EDUCATION: Moody's Hikes Rating on Housing Bonds to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service has upgraded to Caa2 from Ca MJH
Education Assistance Illinois IV LLC' Student Housing Revenue
Bonds (Fullerton Village Project) Senior Series 2004A affecting
$53,300,000 of outstanding debt. The Subordinate Series 2004B has
been affirmed at C affecting $14,545,000 of outstanding debt. The
outlook for both series remains stable. The Junior Subordinate
Series 2004C is not rated by Moody's.
Rating Rationale
The upgrade is based on improved financial performance of the
project (named 1237 West) that has been sufficient to make
interest payments and payments on some of the past-due principal.
The project's vulnerable market position and competitive operating
environment offset its strengthening performance.
The Caa2 and C ratings reflect the bond program's expected
recovery estimates, uneven affiliation with DePaul University (A2
stable), and fluctuating financial performance.
Strengths
-- Improved financial performance stemming from higher occupancy
rates; debt service coverage was 1.28x scheduled debt service
payments based on 2013 audited financial statements
Challenges
-- Weak market position because operational performance is
heavily dependent on DePaul University's enrollment and waitlist
for housing
-- Competition from university-owned housing and off-campus
options including the University Center of Chicago project where
university has residence spaces under a master lease
Outlook
The stable outlook is based on the project's lease-up for Fall
2014 which is projected to generate adequate revenue to cover
operating expenses and interest payments.
What Could Change the Rating Up
-- A significant improvement in cash flow to the project,
stemming primarily from rent growth and stable occupancy for the
next several years
What Could Change the Rating Down
-- For the 2004A bonds, a decline in occupancy or revenue
resulting in lower expected recovery.
Rating Methodology
The principal methodology used in this rating was Global Housing
Projects published in July 2010.
MOLYCORP INC: Oaktree Capital Owns 9.1% Equity Stake
----------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, OCM MLYCo PT, LLC, Oaktree Capital Management, L.P.,
Oaktree Capital Group Holdings GP, LLC, et al., disclosed that as
of Sept. 11, 2014, they beneficially owned 24,477,359 shares of
common stock of Molycorp, Inc., representing 9.1 percent of the
shares outstanding. A copy of the regulatory filing is available
for free at http://is.gd/Xsgg3g
About Molycorp
Molycorp -- http://www.molycorp.com-- produces a wide variety of
specialized products from 13 different rare earths (lights, mids
and heavies), the transition metal yttrium, and five rare metals
(gallium, indium, rhenium, tantalum and niobium). With 26
locations across 11 countries, Molycorp also produces rare earth
magnetic materials through its Molycorp Magnequench subsidiary,
including neodymium-iron-boron ("NdFeB") magnet powders, used to
manufacture bonded NdFeB permanent rare earth magnets. Through its
joint venture with Daido Steel and the Mitsubishi Corporation,
Molycorp manufactures next-generation, sintered NdFeB permanent
rare earth magnets. The Company also markets and sells a line of
rare earth-based water treatment products.
The Company's balance sheet at June 30, 2014, showed $2.83 billion
in total assets, $1.61 billion in total liabilities and $1.21
billion in total stockholders' equity.
* * *
As reported by the TCR on June 23, 2014, Moody's Investors Service
downgraded the corporate family rating (CFR) of Molycorp, Inc. to
Caa2 from Caa1. The downgrade reflects continued weakness in rare
earths pricing environment, ongoing negative free cash flows, weak
liquidity and high leverage.
In July, 2014, Standard & Poor's Rating Services lowered its
corporate credit rating on Greenwood Village, Colo.-based Molycorp
Inc. to 'CCC' from 'CCC+. The downgrade reflects S&P's view of
the company's deteriorating liquidity position.
MOMENTIVE PERFORMANCE: Reaches Accord Over Unpaid Interest
----------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
Momentive Performance Materials Inc. and its senior bondholders
have agreed that bondholders' will receive about $50 million in
cash as payment for unpaid interest, but only if Momentive exits
bankruptcy by Oct. 15.
Law360 reported that the senior bondholders, which have battled
battled Momentive at every step in its bankruptcy, demanded last
week that $50 million in postpetition interest on their bonds be
paid in cash rather than through debt in the reorganized entity
when its Chapter 11 plan goes live. The senior bondholders have a
pending appeal from U.S. Bankruptcy Judge Robert Drain's ruling
confirming Momentive's plan and in that appeal argued that the
plan "forcibly" restructures their bonds at a "below-market rate,"
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported.
The appeals are U.S. Bank NA v. Wilmington Savings Fund Society
FSB (In re MPM Silicones LLC), 14-mc-00298, and BOKF NA v.
Momentive Performance Materials Inc. (In re MPM Silicones LLC),
14-mc-00303, both in U.S. District Court, Southern District New
York (Manhattan).
About Momentive Performance
Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics. Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company. In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.
As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.
Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.
As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings. The Debtors
said that the restructuring will eliminate $3 billion in debt.
The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.
The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel. FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.
Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.
U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.
BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.
Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.
Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.
U.S. Bankruptcy Judge Robert Drain formally approved Momentive's
restructuring plan on Sept. 11. Appeals by senior bondholders
remain pending.
MORGANS HOTEL: Gabelli Funds, Et Al., Hold 5% Equity Stake
----------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Gabelli Funds, LLC, GAMCO Asset Management Inc.,
Gabelli Securities, Inc., Teton Advisors, Inc., disclosed that
they own an aggregate of 1,722,966 shares, representing 5.03% of
the 34,238,003 shares outstanding of Morgans Hotel Group Co.'s
most recently file Form 10-Q for the quarterly period ended
June 30, 2014. A copy of the regulatory filing is available for
free at http://is.gd/Hc3kjx
About Morgans Hotel Group
Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector. Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London. Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico. Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.
Morgans Hotel has been in the red the past five years. It
reported a net loss attributable to common stockholders of $57.48
million on $236.48 million of total revenues for the year ended
Dec. 31, 2013, as compared with a net loss attributable to common
stockholders of $66.81 million on $189.91 million of total
revenues in 2012. Morgans Hotel posted a net loss of $87.95
million on $207.33 million of total revenues in 2011, a net loss
of $83.64 million on $236.37 million of total revenues in 2010,
and a net loss of $101.60 million on $225.05 million of total
revenues in 2009.
As of June 30, 2014, the Company had $684.79 million in total
assets, $896.03 million in total liabilities, $5.38 million in
redeemable noncontrolling interest and a $216.62 million total
deficit.
MSCI INC: Moody's Affirms Ba1 Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed MSCI Inc.'s Ba1 Corporate
Family ("CFR"), Ba2-PD Probability of Default ("PDR"), Ba1 senior
secured and SGL-1 Speculative Grade Liquidity ratings. The rating
outlook remains stable.
On Sept. 18, MSCI announced plans to return $1 billion to
shareholders by the end of 2016 though establishment of a regular
quarterly cash dividend and share repurchases, including $300
million of shares to be purchased immediately through an
accelerated share repurchase agreement with an investment bank.
The sources of funds will be cash and cash flow from operations.
The amount of planned distributions is in excess of that permitted
under the existing senior secured credit facility, so Moody's
anticipates the existing debt will be amended to permit the
distributions or refinanced.
Issuer: MSCI Inc.
Affirmations:
Corporate Family Rating, Affirmed Ba1
Probability of Default Rating, Affirmed Ba2-PD
Senior Secured Credit Facility, Affirmed Ba1(LGD3)
Speculative Grade Liquidity Rating, Affirmed SGL-1
Outlook Actions:
Outlook, Remains Stable
Ratings Rationale
The Ba1 CFR is supported by MSCI's stable, recurring subscription
base of investment risk management and decision support tools and
equity index products. Growth of equity exchange traded funds
(ETFs), international (especially emerging market) equity indices
and the use of risk management products and Moody's expectation
for MSCI's aggregate subscriber retention rate to remain above 90%
drive it to anticipate revenues approaching $1 billion and EBITDA
(all financial metrics reflect Moody's standard adjustments) of
about $400 million in 2014. Although the approximately $85 million
annual cash dividend will reduce free cash flow, Moody's notes
financial strength metrics should remain solid for the Ba1 rating,
including debt to EBITDA below 2.5 times, EBITDA less capital
expenditures to interest expense above 10 times and free cash flow
to debt about 15%. Ongoing investment initiatives lead Moody's to
expect some diminishment in EBITA margins to the low 30%s, which
is also still solid for the Ba1 rating category.
The SGL-1 Speculative Grade Liquidity (SGL) rating reflects
Moody's assessment of MSCI's liquidity as very good. The new
dividend and Moody's expectations that all free cash flow will be
used for stock repurchases diminishes Moody's liquidity
assessment, although not the SGL rating. Moody's had anticipated
that MSCI would return all of the approximately $364 million of
cash proceeds it received in the sale of its ISS division to
shareholders.
The stable outlook reflects Moody's expectations for 8% to 10%
revenue growth. The ratings could be lowered if Moody's notes a
meaningful increase in competition, MSCI's client retention rates
deteriorate or a more difficult pricing environment evolves
causing Moody's to anticipate low revenue growth or an erosion in
profitability and free cash flow, resulting in expectations for
debt to EBITDA and free cash flow to debt to be sustained at about
3.5 times and under 10%, respectively. An acceleration of the
timing of the remaining share repurchases into early 2015
resulting in cash balances below $200 million or debt-financed
share repurchases could lead Moody's to lower the ratings,
including the SGL rating. Given the company's small revenue base,
short history as a standalone public company and opportunistic
acquisition, divestiture and financial strategies, Moody's are
unlikely to upgrade the ratings in the near term. A material
expansion and diversification of the income and overall business
scale to be consistent with other companies at a higher rating
level, sustained historical subscriber retention and profitability
levels and free cash flow to debt maintained above 20%, along with
a demonstrated commitment to investment grade financial policies,
could lead to an upgrade.
The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.
MSCI Inc. is a global provider of investment risk and decision
support tools, including indices and portfolio risk and
performance analytics products and services.
MUNIRE FURNITURE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Munire Furniture Company, Inc.
91 New England Avenue
Piscataway, NJ 08854
Case No.: 14-29229
Chapter 11 Petition Date: September 19, 2014
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Christine M. Gravelle
Debtor's Counsel: David L. Bruck, Esq.
GREENBAUM, ROWE, SMITH, & DAVIS LLP
P.O. Box 5600
Woodbridge, NJ 07095
Tel: (732) 549-5600
Fax: (732) 549-1881
Email: bankruptcy@greenbaumlaw.com
Total Assets: $7.61 million
Total Liabilities: $29.19 million
The petition was signed by Munir Hussain, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb14-29229.pdf
NAARTJIE CUSTOM: Proposes Dorsey & Whitney as Counsel
-----------------------------------------------------
Naartjie Custom Kids, Inc., seeks approval from the bankruptcy
court to employ Dorsey & Whitney LLP as its counsel to perform the
legal services that will be necessary in the Chapter 11 case.
The attorneys who will be primarily engaged on this matter will be
Annette W. Jarvis, Peggy Hunt and Jeffrey Armington. The
services of other Dorsey attorneys, including but not limited to
Michael F. Thomson, Benjamin J. Kotter, Samuel P. Gardiner and
Nathan S. Seim, will also be utilized.
The range of current hourly billing rates for attorneys
anticipated to perform the majority of services on behalf of the
Debtor is $230 to $530. The firm's paraprofessional hourly rates
range from $135 to $195.
Prior to the Petition Date, Dorsey received a retainer in the
amount of $300,000.
To the best of the Debtor's knowledge, Dorsey does not have nay
connection with the Debtor, its creditors or other parties in
interest or their respective attorneys, other than as disclosed by
Mr. Kotter in a declaration, and is a disinterested person as that
term is used in Sec. 101(14) of the Bankruptcy Code.
About Naartjie Custom Kids
Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of
the Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No.
14-29666). The case is assigned to Judge William T. Thurman.
The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.
NEOMEDIA TECHNOLOGIES: Reports $28.5MM Net Income in 2013
---------------------------------------------------------
NeoMedia Technologies, Inc., has amended itts annual report on
Form 10-K for the fiscal year ended Dec. 31, 2013, which was
originally filed with U.S. the Securities and Exchange Commission
on March 17, 2014.
The Company said that its 2013 fair value accounting of derivative
financial instruments and debentures payable previously reported
as $284,576,000 should have been $42,001,000. This discovery was
made subsequent to the issuance of the financial statements. The
financial statements have been restated to reflect this
correction.
Pursuant to the amendment, the Company reported net income of
$28.46 million on $5.02 million of revenues for the year ended
Dec. 31, 2013, compared to a net loss of $214.11 million on $5.02
million of revenues as previously reported.
The Company's restated balance sheet at Dec. 31, 2013, showed
$5.30 million in total assets, $42 million in total liabilities,
all current, $5.16 million in convertible preferred stock and a
$41.86 million total shareholders' deficit. The Company
previously reported $5.30 million in totalassets, $284.57 million
in total liabilities, all current, $4.81 million in series C
convertible preferred stock, $348,000 in series D convertible
preferred stock and a $284.43 million total shareholders' deficit.
StarkSchenkein, LLP, in Denver, CO, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has suffered recurring losses from operations, has
significant working capital and shareholders' deficits and may
have ongoing requirements for additional capital investment.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
A copy of the Form 10-K/A is available for free at:
http://is.gd/KjIGls
About NeoMedia Technologies
Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions. The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.
As of June 30, 2014, the Company had $4.79 million in total
assets, $37.66 million in total liabilities, all current, $4.59
million in series C convertible preferred stock, $348,000 in
series D convertible preferred stock, and a $37.81 million total
shareholders' deficit.
NET ELEMENT: CEO Oleg Firer Reports 6.5% Equity Stake
-----------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Oleg Firer disclosed that as of Sept. 11, 2014, he
beneficially owned 2,849,272 shares of common stock of Net
Element, Inc., representing 6.51 percent of the shares
outstanding. Mr. Firer is the chief executive officer of the
Company. He also serves on the Company's Board of Directors.
Mr. Firer acquired shares of Common Stock under a letter
agreement, dated as of Aug. 28, 2013, among the Company, Mr.
Firer, Steven Wolberg, Georgia Notes 18 LLC and Vladimir
Sadovskiy, pursuant to which the Company issued to Mr. Firer
1,411,135 restricted shares of common stock of the Company in
exchange for his outstanding 4.5% non-controlling interest in TOT
Group, Inc.
On Sept. 11, 2014, per recommendation of the Compensation
Committee of the Board of Directors of the Company, the Board of
Directors approved and authorized the issuance to Mr. Firer,
1,438,137 restricted shares of common stock of the Company to
compensate for Mr. Firer's efforts and results of effectuating the
Company's debt and equity financings in the first half of 2014.
A copy of the regulatory filing is available at:
http://is.gd/PBMhWu
About Net Element
Miami, Fla.-based Net Element International, Inc. (formerly Net
Element, Inc.,) currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $48.31 million in 2013, as
compared with a net loss of $16.38 million in 2012. The Company's
balance sheet at June 30, 2014, showed $16.57 million in total
assets, $22.79 million in total liabilities and a $6.21 million
total stockholders' deficit.
BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has suffered recurring losses from operations and has
used substantial amounts of cash to fund its operating activities
that raise substantial doubt about its ability to continue as a
going concern.
NET ELEMENT: Issues Add'l 2 Million Common Shares to Crede
----------------------------------------------------------
As a result of the true up under the Master Exchange Agreement
dated as of Sept. 15, 2014, between Net Element, Inc., and with
Crede CG III, Ltd., the Company issued an additional 2,000,000
shares of the Company's common stock, par value $0.0001 per share.
As a result of further true up under the Agreement, Crede is
obligated to return to the Company 101,816 shares of Common Stock.
After that issuance on Sept. 17, 2014, the true-up period for
exchange of the notes purchased by Crede was terminated,
concluding the Company's share issuance obligations to Crede.
About Net Element
Miami, Fla.-based Net Element International, Inc. (formerly Net
Element, Inc.,) currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $48.31 million in 2013, as
compared with a net loss of $16.38 million in 2012. The Company's
balance sheet at June 30, 2014, showed $16.57 million in total
assets, $22.79 million in total liabilities and a $6.21 million
total stockholders' deficit.
BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has suffered recurring losses from operations and has
used substantial amounts of cash to fund its operating activities
that raise substantial doubt about its ability to continue as a
going concern.
NII HOLDINGS: Schedules Filing Deadline Extended to Oct. 13
-----------------------------------------------------------
NII Holdings Inc. and its eight debtor-subsidiaries asked the
bankruptcy court to extend the time within which the Debtors must
file their (a) schedules of assets and liabilities, (b) schedules
of executory contracts and unexpired leases and (c) statements of
financial affairs until Oct. 13, 2014, without prejudice to the
right to seek further extensions.
The Debtors also sought an extension until 30 days after the
meeting of creditors under 11 U.S.C. Sec. 341(a) to file their
initial 2015.3 reports or to file a motion seeking a modification
of the reporting requirements, for cause, without prejudice to the
Debtors' right to seek further extensions of such date.
Given the size and complexity of NII's business and the Debtors'
financial affairs and the critical matters that the Debtors'
management and professionals were required to address prior to the
commencement of the chapter 11 cases, the Debtors were not in a
position to complete the Schedules and Statements as of the
Petition Date. The Debtors further estimate that, with the
critical matters to be addressed in the early days of the cases,
they will require more than 14 days after the Petition Date to
complete this task. Nevertheless, recognizing the importance of
assembling this information, the Debtors intend to complete the
Schedules and Statements as quickly as practicable under the
circumstances.
Judge Shelley Chapman's order approving the extension was entered
Sept. 16, 2014.
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors have sought joint administration
of their Chapter 11 cases.
NII disclosed $2.89 billion in assets and $3.47 billion in debt as
of June 30, 2014.
The Chapter 11 cases are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Jones Day as counsel, Alvarez & Marsal as
restructuring advisors, and Prime Clerk LLC as claims and noticing
agent.
NII HOLDINGS: Proposes Equity Sale Guidelines to Protect NOLs
-------------------------------------------------------------
NII Holdings Inc. and its eight debtor-subsidiaries asked the
bankruptcy court to set notification and objection procedures
regarding certain transfers of beneficial interests in equity
securities in NII Holdings.
NII Holdings is publicly traded on the NASDAQ (ticker symbol
NIHD). As of Aug. 1, 2014, there were 172,363,259 shares of NII
Holdings common stock outstanding, with a total market
capitalization of $117.21 million. In addition to having
publicly-traded equity, the Debtors have $4.35 billion in tradable
unsecured bond debt.
Counsel to the Debtors, Scott J. Greenberg, Esq., at Jones Day,
relates that the Debtors have experienced years of losses from the
operation of their business. As a result, the Debtors estimate
that their federal income tax NOLs are approximately $1 billion as
of the Petition Date, which amounts could be even higher when the
Debtors emerge from Chapter 11. These NOLs could translate into
future reductions of the Debtors' federal income tax liabilities
of approximately $350 million based on a corporate federal income
tax rate of 35%. These tax savings could substantially enhance
the Debtors' cash position for the benefit of parties in interest
and contribute to the Debtors' efforts toward a successful
reorganization.
Because an "ownership change" may negatively impact the Debtors'
utilization of their NOLs, the Debtors proposed these procedures:
* Any "substantial shareholder" -- entity that has direct or
indirect beneficial ownership of at least 7,756,437 shares
(representing 4.5% of the 172,363,259 issued and outstanding
shares) of NII Holdings -- must serve and file a declaration on or
before the later of (i) 14 days after the date of the interim
order approving the procedures and (ii) 14 days after becoming a
substantial shareholder.
* At least 28 days prior to effectuating any transfer of the
equity securities that would result in another entity becoming a
substantial shareholder, the parties to such transaction must
serve and file a notice of the intended stock transaction.
* The Debtors have 21 days after receipt of the stock
transaction notice to object to the proposed transaction.
* If the Debtors do not object, the proposed transaction may
proceed.
* Any transfer of the equity securities in violation of the
procedures will be null and void ab initio.
* * *
A copy of the interim order entered Sept. 16, 2014, is available
for free at http://bankrupt.com/misc/NII_Stay_Protection_Order.pdf
A final hearing is slated for Oct. 14, 2014 at 11:00 a.m.
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors have sought joint administration
of their Chapter 11 cases.
NII disclosed $2.89 billion in assets and $3.47 billion in debt as
of June 30, 2014.
The Chapter 11 cases are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Jones Day as counsel, Alvarez & Marsal as
restructuring advisors, and Prime Clerk LLC as claims and noticing
agent.
NII HOLDINGS: US Court Enters Order to Enforce Bankr. Protection
----------------------------------------------------------------
To aid in the administration of their bankruptcy cases and to
avoid disruptions to their businesses, NII Holdings Inc. and its
eight debtor-subsidiaries asked the U.S. Bankruptcy Court to an
order, pursuant to section 105(a) of the Bankruptcy Code, that
confirms the application of three key protections afforded to the
Debtors under the Bankruptcy Code: (a) the automatic stay
provisions of section 362 of the Bankruptcy Code; (b) the anti-
termination and anti-modification provisions of Section 365 of the
Bankruptcy Code; and (c) the anti-discrimination provisions of
Section 525 of the Bankruptcy Code.
Scott J. Greenberg, Esq., at Jones Day, avers that the global
nature of the NII business and the Debtors' interactions with non-
U.S. creditors and other parties who are unfamiliar with the
protections afforded chapter 11 debtors under sections 362, 365
and 525 of the Bankruptcy Code, particularly with respect to
Debtors NII International Telecom S.C.A., NII International
Holdings S.a r.l. and NII International Services S.a r.l., require
that an order confirming these protections be entered by the Court
to maximize value for stakeholders.
A copy of the order is available for free at:
http://bankrupt.com/misc/NII_Stay_Protection_Order.pdf
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors have sought joint administration
of their Chapter 11 cases.
NII disclosed $2.89 billion in assets and $3.47 billion in debt as
of June 30, 2014.
The Chapter 11 cases are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Jones Day as counsel, Alvarez & Marsal as
restructuring advisors, and Prime Clerk LLC as claims and noticing
agent.
NII HOLDINGS: Taps Prime Clerk as Claims Agent
----------------------------------------------
NII Holdings Inc. and its eight debtor-subsidiaries sought and
obtained approval to hire Prime Clerk LLC as their claims and
noticing agent in the Chapter 11 cases.
The Debtors have obtained and reviewed engagement proposals from
at least two other court-approved claims and noticing agents to
ensure selection through a competitive process. The Debtors
submit, based on all engagement proposals obtained and reviewed,
that Prime Clerk's rates are competitive and reasonable given
Prime Clerk's quality of services and expertise.
Prime Clerk's rates and fees were not included in the publicly
available court filings.
Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $25,000.
The claims agent can be reached at:
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Attn: Shai Waisman
Tel: (212) 257-5450
E-mail: swaisman@primeclerk.com
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors have sought joint administration
of their Chapter 11 cases.
NII disclosed $2.89 billion in assets and $3.47 billion in debt as
of June 30, 2014.
The Chapter 11 cases are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Jones Day as counsel, Alvarez & Marsal as
restructuring advisors, and Prime Clerk LLC as claims and noticing
agent.
NII HOLDINGS: Seeks to Employ Prime Clerk as Admin. Advisor
-----------------------------------------------------------
NII Holdings, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Prime Clerk LLC as administrative advisor.
Pursuant to the Engagement Agreement, the Debtors seek to retain
Prime Clerk to provide, among other things, the following
bankruptcy administration services, if and to the extent
requested:
(a) Assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports,
as required in support of confirmation of a Chapter 11
plan, and in connection with those services, process
requests for documents from parties in interest, including,
if applicable, brokerage firms, bank back-offices and
institutional holders;
(b) Prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
(c) Assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
and gather data in conjunction therewith; and
(d) Provide other processing, solicitation, balloting and other
administrative services.
Michael J. Frishberg, the co-president and chief operating officer
of Prime Clerk LLC, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.
The Debtors have sought and obtained Court authority to employ
Prime Clerk as claims and noticing agent to, among other things,
(i) distribute required notices to parties-in-interest, (ii)
receive, maintain, docket and otherwise administer the proofs of
claim filed in the Debtors' Chapter 11 cases, and (iii) provide
other administrative services?as required by the Debtors -- that
would fall within the purview of services to be provided by the
Office of the Clerk of Court.
A hearing to consider approval of the request to employ Prime
Clerk as administrative advisor is scheduled for Oct. 14, 2014, at
11:00 a.m. (prevailing Eastern time). Objections are due Oct. 9.
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors have sought joint administration
of their Chapter 11 cases.
The Chapter 11 cases are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.
NII HOLDINGS: Court Issues Order Confirming Sec. 362 Protections
----------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York, at the behest of NII Holdings,
Inc., et al., issued an order confirming the protections of
Sections 362,365 and 525 of the Bankruptcy Code.
Judge Chapman ruled that, pursuant to Section 362, all persons and
all foreign or domestic governmental units are stayed,
restrained and enjoined from, among other things, commencing or
continuing any judicial, administrative or other action or
proceeding against the Debtors that was or could have been
commenced before the commencement of any of their Chapter 11
cases.
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors have sought joint administration
of their Chapter 11 cases.
The Chapter 11 cases are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.
NII HOLDINGS: Court Issues Joint Administration Order
-----------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York issued an order declaring that the
Chapter 11 cases of NII Holdings, Inc., and its eight debtor
affiliates are consolidated for procedural purposes and jointly
administered by the Court. The lead case is In re NII Holdings,
Inc., Case No. 14-12611 (SCC)(Bankr. S.D.N.Y.).
About NII Holdings
NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina. NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America. NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.
NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014. The Debtors have sought joint administration
of their Chapter 11 cases.
The Chapter 11 cases are assigned to Judge Shelley C. Chapman.
The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.
NII HOLDINGS: Common Stock to be Delisted From NASDAQ
-----------------------------------------------------
NII Holdings, Inc., had received a notice from the staff of The
NASDAQ Stock Market LLC indicating that the Staff intends to
delist the Company's securities from The NASDAQ Stock Market,
according to a Form 8-K filed with the U.S. Securities and
Exchange Commission.
The Notice was issued in accordance with NASDAQ Listing Rules
5101, 5110(b) and IM-5101-1 and states that the Staff's
determination is based on the Company's announcement that it had
filed for protection under chapter 11 of the U.S. Bankruptcy Code
and the associated public interest concerns raised by the filing,
concerns regarding the residual equity interest of the existing
listed securities holders, and concerns about the Company?s
ability to sustain compliance with all requirements for continued
listing on The NASDAQ Stock Market, including in particular
Listing Rule 5450(a)(1), which requires a minimum bid price of $1
per share.
The Notice states that, unless the Company requests an appeal of
the determination, trading of the Company's common stock will be
suspended at the opening of business on Sept. 25, 2014, and a Form
25-NSE will be filed with the Securities and Exchange Commission,
which will remove the Company's securities from listing and
registration on The NASDAQ Stock Market.
The Company said it currently anticipates that any plan of
reorganization implemented in the bankruptcy proceeding would
provide that holders of claims and interests with respect to its
equity securities, or rights to acquire its equity securities,
would be entitled to no recovery and that those claims and
interests would be canceled for no consideration. If that were to
occur, all of the value of investments in the Company's common
stock will be lost. For this reason, the Company does not intend
to take any further action to appeal the Staff's decision.
About NII Holdings
With headquarters in Reston, Virginia, NII Holdings is an
international wireless operator with more than 7 million largely
post-pay, business subscribers.
NII Holdings and eight of its U.S. and Luxembourg domiciled
subsidiaries, including NII Capital Corp. and NII International
Telecom S.C.A., filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Case Nos. 14-12611 to 14-12619) on September 15,
2014. The petitions were signed by Daniel E. Freiman, treasurer,
vice-president- corporate development & investor relations.
Judge Shelley C. Chapman presides over the case. Scott Greenberg,
Esq., David G. Heiman, Esq., and Carl E. Black, Esq., at Jones
Day, serve as the Debtors' counsel. Alvarez & Marsal North
America, LLC serves as the Debtors' restructuring advisors.
Rothschild, Inc., acts as the Debtors' financial advisors.
McKinsey Recovery & Transformation Services U.S., LLC, is the
Debtors' management consultants. Prime Clerk LLC serves as the
Debtors' claims and noticing agent.
In its petition, NII Holdings disclosed total assets of $2.88
billion and total debts of $3.47 billion as of June 30, 2014.
OCI BEAUMONT: S&P Raises CCR to 'B'; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on OCI Beaumont LLC to 'B' from 'B-'. The outlook is
stable. At the same time, S&P raised its rating on the company's
senior secured term loan to 'B+' from 'B'. The recovery rating on
the term loan remains unchanged at '2'.
"The rating upgrade reflects our view that the company will
continue to successfully operate its single-location plant and
generate operating results that support credit measures
appropriate for the 'B' rating," said Standard & Poor's credit
analyst Paul Kurias. The company acquired previously mothballed
plants and began partial operations in 2012. After resolving
start-up issues, it has established a short track record of
successful operations, including strong EBITDA generation of $210
million in 2013. However, a brief unscheduled plant outage in
mid-2014 highlights the potential risk involved in running this
type of plant, and the risk arising out of a single-location
plant. S&P anticipates that operating results will weaken in 2014
with EBITDA below the $210 million level achieved in 2013 partly
due to scheduled plant downtime in the second half of 2014 as the
company implements a plan for capacity expansion, but also because
of some weakening in product prices, and modest impact from the
unscheduled outage. Still, S&P expects credit measures to be
appropriate for the rating.
S&P's assessment of OCI's business risk profile as "vulnerable"
incorporates risks from a concentration of earnings and cash flow
in its single-plant location in Nederland, Texas. Consequently,
event-related or unexpected operating setbacks could meaningfully
hurt operating earnings. In its brief operating history the
company faced operational hiccups in 2012 that delayed a ramp-up
in production, and more recently in July 2014. The company has a
small market share in the North American ammonia market (estimated
in the low-single digits) relative to larger and more diversified
multiplant domestic competitors and to imports.
The company's focus on two commodity products, ammonia and
methanol, also poses a credit risk. Earnings and cash flow could
be volatile as a result of unexpected declines in demand,
uncertain pricing, and weather-related events. The company is
partially insulated from such volatility because the bulk of its
sales is to industrial customers, where demand is less seasonal
relative to agricultural customer demand. A positive credit
factor is that the outlook for domestic ammonia producers over the
next several years is favorable, with domestic demand likely to
continue to exceed domestic supply even after factoring in some
capacity increase. The outlook for domestic methanol producers is
also favorable for similar reasons.
S&P believes domestic ammonia fertilizer producers in particular,
but also domestic methanol producers, will remain advantaged
relative to producers of imports. This competitive advantage is a
result of the low cost (relative to the rest of the world) of
domestic natural gas, which is a key input in the production of
ammonia, and is also an important component of the cost structure
in methanol production.
"The stable outlook reflects our expectation for weaker 2014
EBITDA versus 2013 EBITDA of about $210 million. We assume that
aside from the planned downtime, operations will be uninterrupted,
with capacity ramping up as envisaged. We also recognize that
even temporary unexpected operational setbacks could have a
disproportionate negative impact on EBITDA because of the
concentration of earnings generated at a single location. Still,
we anticipate OCI's credit measures should remain appropriate for
the rating. Our rating also factors in some risk of potential
support to the parent for ongoing or future projects. After
considering these factors we believe the ratio of total debt to
EBITDA will average around 4x over the next several years, though
it was about 1.6x as of June 30, 2014, and could remain below 4x
for a period of time. We expect the ratio to weaken to levels
between 3x and 3.5x at year-end 2014, reflecting lower 2014
EBITDA," S&P noted.
S&P could lower ratings if total debt to EBITDA increases over 5x,
as a result of operating weakness, acquisitions, investments, or
other large debt-funded growth initiatives, or shareholder rewards
with no near-term prospects for improvement. S&P could lower
ratings if the company's free cash flow turned negative for a
period of several quarters, or if liquidity weakened, including if
the company faced challenges in complying with covenants.
The ratings are constrained by S&P's view of financial policy as
very aggressive. S&P believes the company will support its own
growth plans and potentially growth plans of its parent OCI N.V.
in a manner that will limit any improvement in credit metrics
beyond S&P's current expectations.
OLD TOWNE COMMONS: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------
Debtor: Old Towne Commons Limited Partnership
c/o Horizon Management
1130 Lake Cook Road, Suite 280
Buffalo Grove, IL 60089-1973
Case No.: 14-34066
Chapter 11 Petition Date: September 19, 2014
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Jack B. Schmetterer
Debtor's Counsel: Brian P Welch, Esq.
CRANE, HEYMAN, SIMON, WELCH & CLAR
135 S. LaSalle St., Suite 3705
Chicago, IL 60603
Tel: (312) - 641-6777
Fax: (312) 641-7114
Email: bwelch@craneheyman.com
- and -
David K Welch, Esq.
CRANE HEYMAN SIMON WELCH & CLAR
135 S Lasalle St, Suite 3705
Chicago, IL 60603
Tel: 312 641-6777
Fax: 312 641-7114
Email: dwelch@craneheyman.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stuart Lenhoff, president of Horizon
Development I, Inc., general partner.
A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-34066.pdf
ONE FIREROCK: Court Dismisses Chapter 11 Bankruptcy Case
--------------------------------------------------------
The Hon. Eddward P. Ballinger, Jr., of the U.S. Bankruptcy Court
for the District of Arizona dismissed the Chapter 11 bankruptcy
case of One Firerock LLC because the Debtor failed to timely file
its schedules and statements.
About One Firerock, LLC
Fountain Hills, Arizona-based One Firerock, LLC filed for Chapter
11 protection (Bankr. D. Ariz. Case No. 13-05798) on April 11,
2013. Bankruptcy Judge Eddward P. Ballinger, Jr., presides over
the case. Dennis J. Wortman, Esq., at Dennis J. Wortman, P.C.,
represents the Debtor in its restructuring efforts. The Debtor
estimated assets and debts at $1 million to $10 million. The
Company did not file a list of creditors together with its
petition. The petition was signed by Greg Harrington, manager.
PALM BEACH COMMUNITY: Has Until Oct. 3 to Solicit Plan Votes
------------------------------------------------------------
U.S. Bankruptcy Judge Erik Kimball has given Palm Beach Community
Church, Inc. until Oct. 3 to solicit votes from creditors for its
proposed reorganization plan.
Palm Beach Community on July 18 won court approval of the
disclosure statement outlining its proposed restructuring plan.
According to the disclosure statement, the proposed plan places
claims in four classes and describes the treatment each class will
receive:
* Class 1, which consists of secured claim of Palm Beach
County's tax collector, will be paid in full, with statutory
interest, no later than five years from the time of its bankruptcy
filing.
* PNC Bank NA's $17.3 million secured claim is placed in Class
2. Palm Beach Community will pay the bank's claim from the
proceeds of the sale of an undeveloped land it owns in Palm Beach
Gardens, Florida.
* Everbank Commercial Finance's secured claim of $21,225 is
placed in Class 3. The company will receive monthly payments of
$849 until it is paid in full.
* Class 4 consists of Ben Devries' general unsecured claim of
$50,000. He will be paid in full in equal monthly installments
over 3 years.
Payments and distributions under the Plan will be funded by Palm
Beach Community's funds on hand, revenue from its banquet hall
special events, tuition from its preschool, revenue from
concession operations, and tithing and other donations from church
Members, according to the disclosure statement.
Judge Kimball will hold a hearing on Nov. 3 to consider approval
of the Plan.
About Palm Beach Community
Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013. The
petition was signed by Raymond Underwood as president. The Debtor
scheduled total assets of $14.6 million and total liabilities of
$11.43 million.
Palm Beach Community Church won permission to employ Robert C.
Furr and the law firm of Furr and Cohen, P.A., as attorney; and
Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial
Services as accountants.
In December, the U.S. Trustee informed the Bankruptcy Court that
it was unable to appoint a committee of creditors in the case.
PALM BEACH COMMUNITY: To Hire Aucamp Dellenback as Appraiser
------------------------------------------------------------
Palm Beach Community Church Inc. asks the U.S. Bankruptcy Court
for the Southern District of Florida for permission to employ S.
Douglas S. Whitney, MAI, of Aucamp Dellenback & Whitney as its
appraiser and consultant.
The Debtor tells the Court that it requires the assistance of an
appraiser to estimate the market value, disposition value and
liquidation value of the fee simple interest in the Debtor's
property located at 4901 PGA Boulevard, Palm Beach Gardens in Palm
Beach County, Florida. The real property includes improved
property, Tract 1 of Borland Center, and adjacent unimproved
property located in the Midtown Palm Beach Gardens development
addressed, as 4885 PGA Boulevard, Palm Beach Gardens, Florida.
The Debtor says the fee for the appraisal of the Borland Center
will be $4,400 plus necessary and actual expenses. Should it be
necessary for the Appraiser to appear for expert witness
testimony, deposition or the like, the Appraiser will bill at
$200 per hour, the Debtor adds.
Mr. Whitney, a partner at the firm, assures the Court that the
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
Mr. Whitney can be reached at:
Douglas S. Whitney, MAI
AUCAMP DELLENBACK & WHITNEY
3998 FAU Boulevard, Suite 300
Boca Raton, FL 33431
Tel: (561)998-9326
Fax: (561) 241-4759
Cell: (561) 251-7999
Email: doug@adw-appraisers.com
About Palm Beach Community
Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013. The
petition was signed by Raymond Underwood as president. The Debtor
scheduled total assets of $14.6 million and total liabilities of
$11.43 million.
Palm Beach Community Church won permission to employ Robert C.
Furr and the law firm of Furr and Cohen, P.A., as attorney; and
Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial
Services as accountants.
In December 2013, the U.S. Trustee informed the Bankruptcy Court
that it was unable to appoint a committee of creditors in the
case.
PALM BEACH COMMUNITY: Wants to Employ New River as Appraiser
------------------------------------------------------------
Palm Beach Community Church Inc. asks the U.S. Bankruptcy Court
for the Southern District of Florida for permission to employ S.
James Akers of New River Appraisal P.A. as its appraiser.
The Debtor tells the Court that it requires the assistance of an
appraiser to estimate the market value, disposition value and
liquidation value of the fee simple interest in the Debtor's
property located at 4901 PGA Boulevard, Palm Beach Gardens in Palm
Beach County, Florida. The real property includes improved
property, Tract 1 of Borland Center, and adjacent unimproved
property located in the Midtown Palm Beach Gardens development
addressed, as 4885 PGA Boulevard, Palm Beach Gardens, Florida.
The Debtor says the fee for the appraisal of the Borland Center
will be $3,800 plus necessary and actual expenses; the fee for the
appraisal of the unimproved property will be $2,200 plus necessary
and actual expenses. Should it be necessary for the Appraiser to
appear for expert witness testimony, deposition or the like, the
appraiser will bill at $135 per hour, the Debtor adds.
Mr. Akers, partner at the firm, assures the Court that the firm is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.
Mr. Akers can be reached at:
James Akers
NEW RIVER APPRAISAL P.A.
1932 N.E. 31st Avenue
Fort Lauderdale, FL 33305
Tel: +1 954-566-2641
About Palm Beach Community
Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013. The
petition was signed by Raymond Underwood as president. The Debtor
scheduled total assets of $14.6 million and total liabilities of
$11.43 million.
Palm Beach Community Church won permission to employ Robert C.
Furr and the law firm of Furr and Cohen, P.A., as attorney; and
Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial
Services as accountants.
In December 2013, the U.S. Trustee informed the Bankruptcy Court
that it was unable to appoint a committee of creditors in the
case.
PHOENIX PAYMENT: US Trustee Appoints Two New Committee Members
--------------------------------------------------------------
The U.S. Trustee for Region 3 appointed Frascella Capital, LLC and
JEMS Venture Capital, LLC as new members of Phoenix Payment
Systems Inc.'s official committee of unsecured creditors.
The unsecured creditors' committee is now composed of:
(1) Payment Keys Inc.
Attn: Sean Crowder
5500 Marigold Court
Arlington, TX 76017
Phone: (817) 649-8300
Fax: (817) 649-8302
(2) Wholesale Payment Systems Inc.
Attn: Jason Grant
4320 Marsh Ridge Road, Suite 100
Carrollton, TX 75010
Phone: (469) 737-8583
Fax: (469) 737-8548
(3) Edmond Roncone
28 Meadowbrook Lane
Newark, DE 19711
Phone: (302) 234-1213
(4) Frascella Capital LLC
888 Town Center Drive
Langhorne, PA 19407
Phone: (215) 432-4754
(5) JEMS Venture Capital LLC
Attn: Michael Schubiger
5901 Atkinson Road
New Hope, PA 18938
Phone: (732) 501-5051
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and
financial affairs. Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.
About Phoenix Payment
Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic
Payment Systems, aka EPX, is an international payment processor
with corporate headquarters in Wilmington, Delaware, and
technology headquarters in Phoenix, Arizona. It provides
acceptance, processing, support, authorization and settlement
services for credit card, debit card and e-check payments.
Providing processing services at more than 8,700 locations
worldwide, PPS processed, in multiple currencies, 280 million
transactions in 2013 and expects to process 400 million in 2014.
Phoenix Payment Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4,
2014, to quickly sell its assets.
As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of $16.6 million and 9.8 million
shares of outstanding preferred and common stock. Debt to secured
creditor The Bancorp Bank is estimated at $6.2 million.
Judge Mary F. Walrath presides over the case.
The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A.
Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware. The Debtor's banker and financial advisor is Raymond
James & Associates, Inc., while Bederson, LLC, is the Debtor's
accountant. PMCM, LLC, provides advisory services and executive
leadership to the Debtor. The Debtor's claims and noticing agent
is Omni Management Group, LLC.
The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors.
PILOT TRAVEL: S&P Assigns 'BB' Rating on $4.45BB Sr. Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
ratings and '3' recovery ratings to Pilot Travel Center LLC's
proposed $4.45 billion senior secured revolving credit facilities.
The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%) recovery in the event of a payment default. The
facilities will consist of a $1 billion revolver due 2019, a $1.2
billion term loan A due 2019, and a $2.25 billion term loan B due
2021.
S&P expects the company to use proceeds from the term loans and
$476 million of revolver borrowings to refinance the company's
existing credit facilities, make a $750 million dividend payment
to shareholders and fund the partial redemption of equity of
minority equity holder, CVC Capital Partners Ltd, pay related fees
and expenses, and for other general corporate purposes.
"Our 'BB' corporate credit rating and stable outlook on Pilot
reflects our view of the company's good cash flow generation,
broad geographic footprint in the highly fragmented retail fuel
and travel center industry, below average margins, and somewhat
higher profit volatility than the retail industry as a result of
exposure to fuel cost swings. The rating does not incorporate
additional debt funded dividends in the near term to redeem the
remaining equity stake held by CVC Partners," S&P said.
Pro forma for the proposed debt issuance as of June 30, 2014, debt
leverage modestly increased to 3.5x from 3.2x at the end of 2013.
The pro forma FFO to debt ratio was roughly 24%, down from 26% in
2013. S&P expects these ratios to remain in line with the
indicative ratios for the financial risk profile over the near to
intermediate term.
RATINGS LIST
Pilot Travel Centers LLC
Corporate credit rating BB/Stable/--
New Ratings
Senior Secured
US$1 bil revolver bank ln due 10/31/2019
Local Currency BB
Recovery Rating 3
US$1.2 bil Term A bank ln due 10/31/2019
Local Currency BB
Recovery Rating 3
US$2.25 bil Term B bank ln due 10/31/2021
Local Currency BB
Recovery Rating 3
PLYMOUTH EDUCATIONAL: S&P Lowers Rating on Refunding Bonds to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating on Plymouth Educational Center Charter School, Mich.'s
$12.7 million series 2005 public school academy revenue and
refunding bonds to 'B-' from 'BB-'. The outlook is negative. At
the same time, Standard & Poor's withdrew its long-term rating on
the school's series 2013 public school academy revenue and
refunding bonds, because they never sold.
The downgrade reflect S&P's view of Plymouth's weakening in
operations, below 1x maximum annual debt service (MADS) coverage,
and extremely limited cash position. "In our view, Plymouth has
essentially no operating flexibility, which is magnified by a
sizable draw on the school's fund balance in fiscal 2014 that
could result in a bond covenant violation, but that we don't
expect to mature into an event of default so long as the school
retains 50% of its excess revenues in future years," said Standard
& Poor's credit analyst Avani Parikh.
In addition, in the past two years, Plymouth's enrollment and
demand profile has softened as a result of continued economic
pressures in Detroit and an increasingly transient population,
with fall 2012 and 2013 enrollment coming in significantly below
levels management had projected. Management indicates it has
taken steps to reverse the decline, although the school does not
have a waitlist to offset any fluctuations. "Given economic
trends and competitive pressures, we expect enrollment
stabilization, and resulting financial improvement, will take
time," Ms. Parikh added.
As well, on Sept. 10, 2014, Central Michigan University (CMU)
issued a notice of intent (NIR) to revoke Plymouth's charter as a
result of the high school's recent classification as a priority
school under the state's 2013-2014 top-to-bottom ranking list. A
priority designation means the school is in the lowest achieving
5% in the state. This is grounds for revocation according to the
charter's terms contract, and the school has 30 days after
receiving the NIR to respond. Its response must include a plan and
time line for correcting noncompliance. According to management,
Plymouth expects to respond and already has undertaken staffing
and curriculum changes to demonstrate an improvement plan. Based
on conversations with school management and CMU, which recently
authorized a two-year charter renewal (before the release of the
most recent academic results), S&P' understands both parties
expect to work cooperatively toward formulating the plan of
correction.
Initially chartered in 1995 by CMU, Plymouth Educational Center
Charter School is in Detroit, currently serving slightly more than
1,100 students in kindergarten through 12th grade for the 2013-
2014 school year.
The negative outlook reflects S&P's view of increased credit risk
from the notice to revoke the school's charter; and Plymouth's
weakening operations, with limited balance sheet, enrollment, and
demand flexibility to withstand such deterioration.
S&P could lower the rating within the one-year outlook period if
Plymouth fails to improve operations from current deficit levels;
enrollment declines further; liquidity fails to improve; or the
school violates its bond covenant, with resulting bondholder
action or potential acceleration. In addition, S&P would lower
the rating if the school is unable to formulate a plan of
correction with CMU and there are more immediate concerns with
regards to charter revocation. If Plymouth can navigate the
enrollment declines, test scores show satisfactory improvement
such that CMU lifts its NIR, liquidity improves from current
levels, operations rebound to cover MADS by at least 1x, and the
unrestricted fund balance remains at a minimum level of compliance
with bond covenants, we could consider revising the outlook to
stable.
PRETTY GIRL: Seeks to Hire Kasowitz Benson as Special Counsel
-------------------------------------------------------------
Pretty Girl Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ Kasowitz, Benson,
Torres & Friedman LLP as its special counsel.
On June 13, 2014, a judgment in the amount of $3,365,000 was
entered jointly and severally against the Debtor and three other
defendants. The Judgment arose from an action by an employee of
one of the stores who sought damages based upon claims of a
"hostile work environment," assault and battery, and negligence.
The Debtor, together with Albert Hamra and High Styles, Inc., the
other two defendants, was represented by Ballon, Stoll, Bader &
Nadler, P.C. On July 11, 2014, Ballon Stoll filed post-trial
motions on behalf of Mr. Hamra and High Styles, which assert
positions adverse to the Debtor.
As the Debtor's special counsel, Kasowitz Benson will:
a) provide strategic legal advice;
b) prepare and file post-trial motions and appeals seeking to
reduce the judgment; and
c) provide the Debtor with counseling on employment matters that
may arise in the Debtor's bankruptcy case.
In addition, the firm is expected to (a) conduct a review and
analysis of the record in the action, (b) advise the Debtor of
potential grounds for post-trial relief and preparing and filing
post-trial motions on its behalf, (c) analyze grounds for appeal
to the Court of Appeals for the Second Circuit and preparing and
filing appellate briefs, and (d) provide legal advice to the
Debtor regarding the potential for a post-trial settlement and
conducting any such negotiations on the Debtor's behalf.
The firm's professionals and their hourly rates:
Partners $580-$1,250
Special Counsel $560-$1,000
Associates $290-$680
Staff Attorneys $275-$500
Paralegals $210-$310
Kasowitz Benson assures the Court that it is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
About Pretty Girl
Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014. The petition was
signed by Albert Nigri as president. The Debtor disclosed total
assets of $10.76 million and total liabilities of $12.27 million.
Rosen & Associates, P.C., acts as the Debtor's counsel.
The U.S. Trustee for Region 2 on July 16, 2014, appointed seven
creditors of Pretty Girl, Inc. to serve on the official committee
of unsecured creditors.
PRETTY GIRL: Files Schedules of Assets and Liabilities
------------------------------------------------------
Pretty Girl Inc. filed a summary of its schedules of assets and
liabilities with the U.S. Bankruptcy Court for the Southern
District of New York, disclosing total assets of 4,112,972 and
total liabilities of 14,153,581.
The Debtor also filed with the Court an amended Schedule F --
Creditors Holding Unsecured Non-Priority Claims.
A full-text copy of the Debtor's Schedules of assets and
liabilities is available for free at http://is.gd/En5AfF
A full-text copy of the Debtor's amended Schedule F is available
for free at http://is.gd/2MTwJN
About Pretty Girl
Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014. The petition was
signed by Albert Nigri as president. The Debtor disclosed total
assets of $10.76 million and total liabilities of $12.27 million.
Rosen & Associates, P.C., acts as the Debtor's counsel.
The U.S. Trustee for Region 2 on July 16, 2014, appointed seven
creditors of Pretty Girl, Inc. to serve on the official committee
of unsecured creditors.
PRETTY GIRL: Can Use JP Morgan's Cash Collateral Until Sept. 30
---------------------------------------------------------------
The Hon. Sean H. Lane of U.S. Bankruptcy Court for the Southern
District of New York issued a fifth interim order that allows
Pretty Girl Inc. to use cash collateral of JPMorgan Chase Bank,
NA, until Sept. 30, 2014, pursuant to a budget.
A full-text copy of the fifth interim order and budget is
available for free at http://is.gd/glY7oj
The final hearing on the Debtor's request is scheduled for Sept.
30, 2014 at 10:00 a.m. (prevailing Eastern Time) before Judge
Lane.
About Pretty Girl
Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014. The petition was
signed by Albert Nigri as president. The Debtor disclosed total
assets of $10.76 million and total liabilities of $12.27 million.
Rosen & Associates, P.C., acts as the Debtor's counsel.
The U.S. Trustee for Region 2 on July 16, 2014, appointed seven
creditors of Pretty Girl, Inc. to serve on the official committee
of unsecured creditors.
PRETTY GIRL: Wants to Hire Petriello as Accountant
--------------------------------------------------
Pretty Girl Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ Petriello and
Mizrahi LLC as accountant, nunc pro tunc to July 2, 2014.
The Debtor tells the Court that it requires accountants to perform
accounting, tax, and consulting services. In particular,
accountants are required to:
a) assist the Debtor and its attorneys in proposing and
confirming a plan of reorganization;
b) assist the Debtor with its claims analysis;
c) prepare monthly operating reports and local, state, and
federal tax returns, and represent the Debtor in any
examination related thereto;
d) participate in meetings and court hearings when necessary;
and
e) provide such other accounting, tax, and consulting services
as may be required and requested by the Debtor.
The Debtor agrees to pay $250 per hour to the firm and reimburse
the firm for any reasonable out-of-pocket expenses incurred by the
firm in rendering professional services to the Debtor.
The firm assures the Court that it is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
About Pretty Girl
Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014. The petition was
signed by Albert Nigri as president. The Debtor disclosed total
assets of $10.76 million and total liabilities of $12.27 million.
Rosen & Associates, P.C., acts as the Debtor's counsel.
The U.S. Trustee for Region 2 on July 16, 2014, appointed seven
creditors of Pretty Girl, Inc. to serve on the official committee
of unsecured creditors.
PRO MACH: S&P Puts 'B+' Corp. Credit Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Pro Mach Inc. on CreditWatch with negative
implications.
The CreditWatch placement follows Pro Mach's announcement that it
will be acquired by affiliates of private equity firm AEA
Investors L.P. S&P believes the transaction could result in
zigher leverage due to a potential increase in debt.
"We expect to resolve the CreditWatch placement within 90 days,"
said Standard & Poor's credit analyst Carol Hom. "We are
reviewing the transaction and financial policy with the new owner,
and we will consider how these factors could affect our assessment
of its financial risk profile."
RADIOSHACK CORP: Major Supplier Declined to Help Rescue Effort
--------------------------------------------------------------
Erin McCarthy, writing for The Wall Street Journal, reported that
RadioShack Corp. said it tried but failed to convince a major
supplier to help its finances by altering its terms, a setback as
the struggling electronics retailer works to avoid a bankruptcy
filing. According to the report, RadioShack said it is still
exploring other restructuring scenarios with its lenders,
bondholders, shareholders and store landlords.
About Radioshack Corporation
RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com--
is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs. RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.
Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139.4 million in 2012, and net income of $72.2 million in
2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.
* * *
As reported by the TCR on Sept. 15, 2014, Standard & Poor's
Ratings Services lowered its corporate credit rating on Fort
Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'.
"The downgrade comes as the company announced it will seek
capital, and that such a transaction could include a debt
restructuring in addition to store closures and other measures,"
said Standard & Poor's credit analyst Charles Pinson-Rose.
In the Sept. 16, 2014, edition of the TCR, the TCR reported that
Fitch Ratings had downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'.
The downgrade reflects the high likelihood that RadioShack will
need to restructure its debt in the next couple of months.
The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1. "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.
RANGE RESOURCES: Moody's Affirms Ba1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service changed Range Resources' outlook to
positive from stable. Moody's affirmed the Ba1 Corporate Family
Rating, Ba2 subordinated notes rating, and SGL-2 Speculative Grade
Liquidity Rating.
"The positive outlook reflects Range's improving leverage position
and growing commitment to an investment grade rating," said
Moody's Vice President -- Senior Credit Officer Stuart Miller.
"The company's scale and operating efficiency support a higher
rating, but its operating concentration in the Marcellus region
creates a high degree of exposure to the successful build-out of
midstream infrastructure by third parties."
Outlook Actions:
Outlook, Changed To Positive From Stable
Affirmations:
Corporate Family Rating, Affirmed Ba1
Probability of Default Rating, Affirmed Ba1-PD
Speculative Grade Liquidity Rating, Affirmed SGL-2
Multiple Seniority Shelf, Affirmed (P)Ba2
Senior Subordinated Regular Bond/Debentures, Affirmed Ba2 (LGD4)
Ratings Rationale
Range's Ba1 CFR reflects its leading position in the Marcellus
Shale, its investment grade size and scale, and its history of
operational efficiency. As measured by reserves, Range is
currently the second largest of its Ba1 exploration & production
(E&P) peers, behind only Chesapeake Energy (Ba1 stable), with
production and proved developed reserves roughly equivalent to the
Baa3 average. At June 30, 2014, Range had average daily production
nearing 200,000 barrels of oil equivalent (Boe) per day and proved
developed reserves of 688 million Boe. The company has identified
6,625 drilling locations in its core Marcellus acreage, providing
substantial growth opportunities beyond its proved developed
reserve base. The company operates 89% of its total proved
reserves, providing significant control over the pace of future
development.
The positive outlook is based on the expectation of continuing
production and reserve growth and conservative financial
management. Moody's expect leverage to decrease slightly as
production increases going forward. In addition, Moody's expect
Range to maintain its low cost profile, which gives it an
advantage over competing natural gas producers.
To consider an upgrade, Range would need to be on track to improve
its ratio of retained cash flow (RCF) to debt towards 40% and
reduce the ratio of debt to average daily production to less than
$15,000 per Boe. An upgrade would also be contingent on the
company maintaining its leveraged full cycle ratio above 2x, as
well as the further build out of the Marcellus infrastructure by
third parties to accommodate Range's growth plans.
Range's leverage as measured by debt to proved developed reserves
was strong at $4.16 per Boe at June 30, 2014. However, because of
its exposure to natural gas prices - over 80% of Range's revenue
is derived from natural gas and natural gas liquids -- the company
had a weak unleveraged cash margin under $20 per Boe resulting in
a ratio of RCF to debt of 32%. This weaker cash flow leverage
ratio restrains Range's rating as all of the other Baa3 rated E&P
companies have a RCF to debt ratio of at least a 40%. Despite the
natural gas exposure, Moody's projects that Range could achieve a
40% ratio by the end of 2016 aided by its very low finding and
development costs of around $5 per Boe. The positive outlook
reflects this possibility.
In June 2014, Range raised approximately $400 million in a
secondary share offering using the proceeds to pay down debt. At
that time, management publicly expressed its desire to achieve an
investment grade rating to improve financial flexibility and to
improve its ability to enter into long term transportation
contracts for its production. Moody's believes that having a
strategic reason for an investment grade rating provides an
incentive for a company like Range to take actions to defend such
a rating. This growing strategic importance and the recent equity
offering were important considerations in Moody's decision to
change the company's outlook to positive.
Range has good liquidity, and Moody's has affirmed the SGL-2
Speculative Grade Liquidity Rating. While Moody's projects the
company will out-spend cash flow by about $400 million in 2014 and
in 2015, Moody's believe Range could become free cash flow
breakeven by the end of 2016. The company had approximately $1.1
billion available on its $1.75 billion secured revolving credit
facility as of June 30, 2014. Moody's expects the borrowing base
to be sufficient to fund the projected outspending of cash flow
through 2015. The credit facility matures in June 2016 and has a
maximum debt to EBITDAX maintenance covenant of 4.25x and a
minimum current ratio covenant of 1.0x; Moody's expect Range to be
in compliance through 2015. Essentially all of Range's assets are
pledged as security for the revolving credit facility, but
significant over-collateralization provides the opportunity for
alternate liquidity should it be necessary. Moody's believes that
a rating upgrade to Baa3 would provide the impetus for the lenders
under the revolving credit facility to remove their security
interests over Range's assets, although such a release is not
required prior to an upgrade.
The Ba2 rating on the senior subordinated notes reflects the
overall probability of default of Range, to which Moody's assigns
a PDR of Ba1-PD. The senior subordinate rating of Ba2 is one notch
below the Ba1 CFR reflecting the structural superiority of the
$1.75 billion revolving credit facility. Should Range offer senior
unsecured notes in the future, they would likely be at the level
of the CFR given the credit uplift provided by the subordinated
notes.
While unlikely, a downgrade would be appropriate if the company's
capital productivity stalls which would be signaled by an increase
in leverage. If the ratio of debt to average daily production
exceeds $25,000 per Boe or if retained cash flow to debt falls
below 20%, a negative action becomes increasingly likely.
The principal methodology used in this rating was Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.
Range Resources Corporation is a mid-sized independent exploration
and production company that is headquartered in Fort Worth, Texas.
RITE AID: Posts Net Income of $127.8 Million in Q2 2015
-------------------------------------------------------
Rite Aid Corporation reported net income of $127.84 million on
$6.52 billion of revenues for the 13 weeks ended Aug. 30, 2014,
compared to net income of $32.82 million on $6.27 billion of
revenues for the 13 weeks ended Aug. 31, 2013. The improvement in
net income resulted primarily from an increase in Adjusted EBITDA,
a lower LIFO charge due to pharmacy inventory reductions and a
$62.2 million loss on debt retirement in the prior year, partially
offset by higher income tax expense.
For the 26 weeks ended Aug. 30, 2014, the Company reported net
income of $169.29 million on $12.98 billion of revenues compared
to net income of $122.48 million on $12.57 billion of revenues for
the 26 weeks ended Aug. 31, 2013.
The Company's balance sheet at Aug. 30, 2014, showed $6.95 billion
in total assets, $8.86 billion in total liabilities and a $1.90
billion total stockholders' deficit.
"In the second quarter, our team of dedicated Rite Aid associates
worked together to execute our strategy and deliver results that
reflect growth in net income and Adjusted EBITDA and significant
increases in same-store sales and prescription count," said Rite
Aid Chairman and CEO John Standley. "Heading forward, while we
believe that our key initiatives will continue to drive top-line
growth, we are revising our guidance based on lower than
anticipated pharmacy margin in the second half of Fiscal 2015. As
we navigate these headwinds, we will remain focused on growing our
business, generating continued operational efficiencies and
positioning our associates to deliver a consistently outstanding
experience for our customers."
In the second quarter, the company relocated 5 stores, remodeled
117 stores and expanded 1 store, bringing the total number of
wellness stores chainwide to 1,433. The company also opened 1
store and closed 10 stores, resulting in a total store count of
4,572 at the end of the second quarter.
A copy of the press release is available for free at:
http://is.gd/V5WAeX
About Rite Aid Corp.
Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- is a drugstore chain based in Camp
Hill, Pennsylvania.
Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.
* * *
As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3. This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.
As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid Corp., including
the corporate credit rating, which S&P raised to 'B' from 'B-'.
In the April 21, 2014, edition of the TCR, Fitch Ratings has
upgraded its ratings on Rite Aid Corporation (Rite Aid), including
its Issuer Default Rating (IDR) to 'B' from 'B-'. The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over the past 24
months.
ROLLING MEADOWS: Fitch Affirms 'BB+' Rating on 17.85MM Rev. Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued on behalf of Wichita Falls Retirement Foundation Project,
doing business as Rolling Meadows:
-- 17,850,000 Red River Health Facilities Development
Corporation first mortgage revenue bonds (Wichita Falls
Retirement Foundation Project), series 2012.
The Rating Outlook is Stable.
SECURITY
Bonds are secured by a gross revenue pledge, a mortgage, and a
debt service reserve fund.
KEY RATING DRIVERS
SOLID GROWTH IN LIQUIDITY: Since Dec. 31, 2011, Rolling Meadows
(RM) has grown its unrestricted cash and investments by 50% from
$7.9 million to $11.8 million at June 30, 2014 (six-month
interim). All of RM's major liquidity ratios are now very strong
for the non-investment grade category and help to offset concerns
about RM's small revenue base.
STABLE OPERATING PERFORMANCE: RM's operating ratio has averaged an
89.3% over the last four audited years and stood at 80.1% in the
six-month interim period. This level of performance is in line
with Fitch's expectations for a rental facility, which without
entrance fee revenues rely solely on operations to pay debt
service and need to have operating ratios below 90%. Fitch's
'BBB' category median for all types of facilities is 97.2%.
SMALL REVENUE BASE: While RM's total operating revenues grew to
$9.2 million in fiscal 2013 from $8.4 million in fiscal 2010, it
continues to have the smallest revenue base of Fitch's rated
senior living portfolio. Fitch's median revenue size for
standalone continuing care retirement communities was $23.7
million in 2013.
ILU OCCUPANCY IMPROVEMENT: Independent living unit (ILU) occupancy
has improved from a low 86% in fiscal 2011 to 91.8% in fiscal
2013. While average ILU occupancy dropped to 88.8% through the
six-month interim, it was 91% as of August 2014, and management is
budgeting to finish fiscal 2014 at 92% occupancy.
MODERATING DEBT BURDEN: Maximum annual debt service (MADS) was
12.2% of total revenues in fiscal 2013, improved from 14.4% in
fiscal 2010. MADS was strong at 2.4x in fiscal 2013.
RATING SENSITIVITIES
CLARITY ON POTENTIAL PROJECT: RM is contemplating a project on
undeveloped land on its property. Fitch expects to have more
clarity on any potential project within the next two years and
expects RM's financial profile to remain stable over this time.
RM's overall financial profile has strengthened since Fitch first
rated RM due to improved occupancy and liquidity growth. Over the
medium term and depending on the impact of any capital projects,
positive rating pressure may be warranted if RM's occupancy
continues to remain above 90%, its liquidity and revenues continue
to grow, and debt service coverage stays at approximately 2x.
CREDIT PROFILE
Located in Wichita Falls, TX, Rolling Meadows is a type-D (rental)
continuing care retirement community with 170 ILUs and 82 skilled
nursing facility (SNF) beds in a gated community on 25.2 acres of
land. Rolling Meadows has its own home health agency for
residents, which provides assisted living services for a fee.
LIQUIDITY GROWTH
Since Dec. 31, 2011, RM's unrestricted cash and investments have
grown by 50% to $11.8 million at June 30, 2014 (the six-month
interim), from $7.9 million. At June 30, 2014, RM had 562 days
cash on hand (DCOH), a cushion ratio of 9.7x and cash-to-debt of
65.2%, all very strong for the rating level. Liquidity growth has
been helped by good cash flow and modest capital spending in
recent years, which averaged just 49.8% of depreciation over the
last four audited years. The improved liquidity figures continue
to offset concerns over RM's small revenue base.
2013: STRONG OPERATING YEAR
Rolling Meadows' operating performance is driven heavily by
independent living occupancy, which fell below 90% in 2011 and
2012. As result, RM's operating ratio rose above 90% in both
years and debt service coverage weakened to 1.4x in 2012 from 1.6x
in 2011 and 1.8x in 2010. In 2013, occupancy rose back above 90%
as RM finished a large front-entryway project. The stronger
occupancy led to a very solid operating ratio of 87.3% and debt
service coverage of 2.4x. Coverage and bottom line performance
were also helped by good realized gains on investment, which has
grown as RM's liquidity has grown.
CAPITAL UPDATE
In the last review Fitch noted positively that RM completed a
major renovation project that included upgrades to its front
entrance and the rebuilding of its main dining room. With the
project completed, RM is contemplating developing land on its
property. One option RM is exploring is to build an assisted
living (AL) building, which would bring a new service onto the
campus. Currently, AL services are offered through home care
services. RM reports some competition from standalone AL service
providers. RM is in the early planning stages in development of
the land, and Fitch expects more clarity over the next two years.
Fitch expects RM's routine capital over this time to average
approximately $400,000 to $500,000 a year.
While RM's leverage position has been moderating over the last two
years, given RM's revenue size, any debt issuance would have an
impact on the organization. However, Fitch notes positively RM's
consistent operating performance, good market position, and its
liquidity growth, which provides a significant level of financial
flexibility at the current rating level and over time could lead
to upward rating pressure, depending on the final scope and size
of the expansion project.
OUTSTANDING DEBT PROFILE
Rolling Meadows has $17.85 million of traditional fixed-rate bonds
outstanding (series 2012). There are no swaps.
Disclosure:
Rolling Meadows covenants to deliver to EMMA audited financial
statements and utilization within 150 days of fiscal year end, and
quarterly unaudited financial statements and utilization within 45
days of quarter end.
ROYAL NUMERIC FX: Apartment Complex to Be Sold Oct. 9
-----------------------------------------------------
Craig K. Williams, Esq., as agent for IMH Financial Corporation,
Royal Multi Family Ventures 2013-1 LLC, and Royal Multi Family
Promote 2013-1 LLC -- collectively, the Secured Party -- will sell
property to the highest qualified bidder in public on Oct. 9,
2014, at 1:30 p.m., at the Law Offices of Snell & Wilmer LLP in
Phoenix, Arizona.
The Notification of Disposition of Collateral refers to the:
-- Uniform Commercial Code Financing Statement by Royal
Numeric FX Investments LLC, as debtor, in favor of Royal Multi
Family Promote 2013-1, as secured party;
-- Uniform Commercial Code Financing Statement by the Debtor
in favor of Royal Multi Family Ventuers 2013-1, as secured party;
and
-- Uniform Commercial Code Financing Statement by the Debtor
in favor of IMH Financial, as secured party.
Royal Numeric FX Investments' principal place of business is at
3915 East Broadway Blvd., Suite 400, in Tucson, Arizona.
The Debtor's assets inclue all of the membership interests in a
company that owns real property improved with apartment complexes.
The property is subject to certain mortgages, deeds of trust and
security agreements with respect to a loan entered by the company
with Wells Fargo Bank, N.A., as trustee for the registered holders
of Credit Suisse First Boston Mortgage Securities Corp.,
Commerical Mortgage Pass-Through Certificates, Series 2006-C4.
To qualify to bid at the public sale, interested parties must
deliver a $10,000 deposit payable to the Agent.
The successful bidder has until Oct. 10 or the following business
day after the auction to pay the entire purchase price. The
deposit will be deducted from the purchase price.
RSP PERMIAN: S&P Assigns 'B+' CCR & Rates $450MM Notes 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Dallas-based RSP Permian Inc. The outlook is
stable.
At the same time, S&P assigned its 'B-' issue rating (two notches
below the corporate credit rating) to RSP's proposed $450 million
senior unsecured notes due 2022. The recovery rating is '6',
indicating expectations of negligible (00% to 10%) recovery in the
event of a payment default.
"The ratings on RSP Permian Inc. reflect our assessment of the
company's 'weak' business risk, 'aggressive' financial risk, and
'adequate' liquidity," said Standard & Poor's credit analyst Paul
Harvey.
The ratings incorporate RSP's limited scale of operations, lack of
geographic diversity, and high percentage of crude oil production
(expected to be about 70%). In addition, the ratings reflect
S&P's expectation that RSP will be able to successfully grow
average production to 15,000 to 18,000 barrels a day over the next
12 months, while maintaining moderate debt leverage and adequate
liquidity. Finally, the ratings incorporate the company's
exposure to volatile commodity prices and the capital intensity of
the E&P industry.
S&P assess RSP's liquidity as "adequate." This reflects S&P's
expectation that liquidity sources will exceed uses by at least
1.2x over the next 12 months.
The stable outlook reflects S&P's expectation that RSP can
successfully grow production and reserves to a level more
consistent with the 'B+' rating category, which S&P expects to
exceed 15,000 barrels per day in 2015. S&P also assumes RSP will
maintain its above average profitability, which supports its
smaller scale of operations relative to many 'B+' peers. Finally,
financial measure should remain healthy, with FFO to debt of 40%
to 45%.
Given RSP's small scale of operations and very high development
spending over the next year, S&P do not expect to raise ratings
over the next 12 months. If RSP were to meaningfully increase
reserves and production, most likely through an acquisition, S&P
could consider an upgrade if expected financial measures remained
healthy.
S&P could lower ratings if RSP adopts more aggressive financial
policies, such as share repurchases or debt funded acquisitions,
which result in debt leverage climbing above 4x or FFO to debt
below 20%. Leverage could also increase if RSP's development of
its horizontal reserves falls well short of expectations and
resulting cash flows weaken from current expectations.
SCR-SUN COUNTRY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SCR-SUN Country Restoration, Inc.
P.O. Box 6380
Yuma, AZ 85366
Case No.: 14-14444
Chapter 11 Petition Date: September 19, 2014
Court: United States Bankruptcy Court
District of Arizona (Yuma)
Judge: Hon. Eileen W. Hollowell
Debtor's Counsel: Thomas H. Allen, Esq.
ALLEN MAGUIRE & BARNES, PLC
Viad Corporate Center
1850 N. Central Ave., #1150
Phoenix, AZ 85004
Tel: 602-256-6000
Fax: 602-252-4712
Email: tallen@ambazlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christopher R. Nossaman, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb14-14444.pdf
SEARS HOLDINGS: Fairholme Owns 23.1% Equity Stake
-------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Fairholme Capital Management, L.L.C., disclosed that
as of Sept. 18, 2014, it may be deemed to be the beneficial owner
of 24,619,673 Shares (23.1%) of Sears Holdings Corporation, based
upon the 106,472,251 Shares outstanding as of Aug. 15, 2014,
according to the Company.
Fairholme Funds, Inc., may be deemed to be the beneficial owner of
15,093,573 Shares (14.2%) of the Company. Of the 15,093,573
Shares deemed to be beneficially owned by the Fund, 14,212,673 are
owned by The Fairholme Fund and 880,900 are owned by The Fairholme
Allocation Fund, each a series of the Fund.
Bruce R. Berkowitz may be deemed to be the beneficial owner of
25,532,673 Shares (24.0%) of the Company. Bruce R. Berkowitz is
the managing member of Fairholme, an investment management firm
that serves as the investment adviser to the Fund and other
advisory accounts.
A copy of the regulatory filing is available for free at:
http://is.gd/ZizcaX
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.
* * *
Moody's Investors Service, in January 2014, downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SEARS HOLDINGS: ESL Says Talks Ongoing to Acquire Loan Interests
----------------------------------------------------------------
As previously reported by the TCR on Sept. 19, 2014, three
subsidiaries of Sears Holdings entered into a $400 million short
term loan with affiliates of ESL Investments that is secured by
mortgages on certain real property of Holdings and its
subsidiaries. The first $200 million of the Loan was funded at
the closing on Sept. 15, 2014, and, subject to the satisfaction of
certain post-closing conditions, $200 million will be funded on
Sept. 30, 2014. The Loan will have an annual base interest rate
of 5% and an upfront fee of 1.75% of the principal amount. The
Loan is due Dec. 31, 2014, but as long as there is no event of
default, may be extended at Holdings' option until Feb. 28, 2015,
upon the payment of an extension fee equal to .5% of the principal
amount.
ESL Investments, Inc., ESL Partners, L.P., Edward S. Lampert, et
al., disclosed in a regulatory filing with the U.S. Securities and
Exchange Commission that they received inquiries from and are in
discussions with certain third parties with respect to the third
parties acquiring participation interests in the Loan. Terms of
the Participations may restrict the affiliates of the Reporting
Persons from taking certain actions with respect to the Loan,
including the waiver of certain defaults under the Loan.
As of Sept. 19, 2014, ESL Investments, et al., beneficially owned
51,651,744 shares of common stock of Sears Holdings representing
48.5 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:
http://is.gd/AA6DAr
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SFX ENTERTAINMENT: S&P Keeps 'B-' CCR After $50MM Debt Add-On
-------------------------------------------------------------
Standard & Poor's Ratings Services announced that SFX
Entertainment Inc.'s planned $50 million add-on to its second-lien
senior secured notes will have no impact on ratings. The company
will use proceeds from the add-on to fund acquisitions and for
general corporate purposes. Although S&P believes the company
remains on track with its strategic plan, it still sees
significant risks to the business given the company's lack of
business diversity, debt-financed acquisitive growth strategy, and
key personnel risk. In the near-to-intermediate term, S&P would
consider lowering the rating if it becomes evident that the
company's live events business will fail to generate sufficient
cash flow to service its debt.
The corporate credit rating remains 'B-' with a negative outlook.
The issue-level rating on the company's second-lien senior secured
notes remains 'B-', with a recovery rating of '3', indicating
S&P's expectation for meaningful (50% to 70%) recovery for lenders
in the event of a payment default.
RATINGS LIST
SFX Entertainment Inc.
Corporate Credit Rating B-/Negative/--
Ratings Unchanged
SFX Entertainment Inc.
Senior Secured
$270M* second-lien notes B-
Recovery Rating 3
*Following $50M add-on.
SIMPLY WHEELZ: Court Sets Section 503(b)(9) Claims Bar Date
-----------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi approved the request of Simply
Wheelz Inc. to establish these bar dates:
(i) all claims arising under section 503(b)(9) of the
Bankruptcy Code must be filed with the Court on or
before 30 days from the date of the entry of the
order granting the Debtor's Bar Date Motion; and
(ii) all claims for rejection damages arising under
section 365 of the Bankruptcy Code must be filed with
the Court on or before the latter of:
(a) 30 days from the date the Court entered an order
granting the Debtor's motion to reject the
executory contract or unexpired lease giving rise,
in whole or in part, to the proof of claim; or,
(b) 30 days from the date of the entry of the order
granting the Bar Date Motion.
As reported in the Troubled Company Reporter on July 11, 2014,
the Debtor also asked the Court to rule that any holder of a claim
against the Debtor who is required to file a proof of claim in
accordance with the Bar Dates, but fails to do so on or before the
applicable Bar Dates, shall: (i) be forever barred, estopped, and
enjoined from asserting such claim against the Debtor and the
bankruptcy estate (or filing a proof of claim with respect
thereto); and, (ii) not be permitted to vote to accept or reject
any plan filed in the chapter 11 case, or participate in any
distribution in this chapter 11 case on account of the claim
or to receive further notices regarding the claim.
About Simply Wheelz LLC
Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013. The case is assigned to Judge Edward Ellingon. The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.
The Debtor is represented by Stephen W. Rosenblatt, Esq.,
Christopher R. Maddux, Esq., J. Mitchell Carrington, Esq., and
Thomas M. Hewitt, Esq., at Butler Snow LLP of Ridgeland,
Mississippi. Simply Wheelz tapped EPIQ Bankruptcy Solutions LLC
as noticing and claims agent, and Capstone Advisory Group, LLC, as
financial advisor.
As reported by the Troubled Company Reporter on Jan. 7, 2014, the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.
SINO NORTHEAST METALS: Foreclosure Sale Set for Oct. 17
-------------------------------------------------------
Pursuant to judgment of foreclosure and sale entered Dec. 28,
2011, Gary M. Darche, as referee, will sell at public auction in
Courtroom #25 of the Queens County Supreme Court, 88-11 Sutphin
Blvd., Jamaica, NY on Oct. 17, 2014 at 10:00 a.m. the premises
known as 34-48 Linden Place, Queens, NY a/k/a Block 04950, Lot
0098.
The judgment was entered in the case, NYCTL 1998-2 TRUST SUCCESSOR
IN INTEREST TO THE NYCTL 2009-A TRUST AND THE BANK OF NEW YORK
MELLON AS COLLATERAL AGENT AND CUSTODIAN, Pltf. vs. SINO NORTHEAST
METALS (U.S.A.) INC., et al, Defts. Index #2301/11., pending
before the Supreme Court in Queens County, New York.
The approximate amount of judgment is $47,310.63 plus costs and
interest.
The Plaintiffs are represented by:
Gary M. Darche
SHAPIRO, DICARO & BARAK, LLC
105 Maxess Rd., Ste. N109
Melville, NY
Tel: (631)844-9611
SOUTHERN TITLE INSURANCE: Claims Bar Date Set for January 2015
--------------------------------------------------------------
The State Corporation Commission for the Commonwealth of Virginia
on July 28, 2014, entered its Order of Liquidation with a Finding
of Insolvency for Southern Title Insurance Corporation. The
Commission has set the Claim Filing Deadline for six months after
the date of the Liquidation Order. Therefore, all claimants must
file their Proofs of Claim by the Claims Filing Deadline of
January 28, 2015.
Southern Title is currently adjudicating Proofs of Claim and will
issue a Notice of Claim Determination approving or denying the
POC. If a claim is denied, the claimant may file an appeal under
the Receivership Appeal Procedure.
On September 15, 2011, Southern Title suspended underwriting
activities and is no longer issuing new title insurance policies.
Effective August 26, 2012, the receivership placed a moratorium on
all claims payments.
Parties insured by a Southern Title policy and have a question,
please call at (800) 468-0151 or email questions@southerntitle.com
Parties that need to report a claim, please complete a proof of
claim form and mail to Southern Title at P.O. Box 399, Richmond,
Virginia 23218. Or you may send the completed form by e-mail to
newclaims@southerntitle.com
For information regarding claims, contact Jeff Collins at (800)
468-0151 option 2, or by e-mail at jlcollins@southerntitle.com
SUSQUEHANNA AREA: Fitch Lowers Rating on $148MM Sr. Bonds to 'BB+'
------------------------------------------------------------------
Fitch Ratings has downgraded the Susquehanna Area Regional Airport
Authority's approximately $148 million senior airport revenue
bonds to 'BB+' from 'BBB-'. At the same time, Fitch affirmed the
authority's approximately $12 million subordinate airport revenue
bonds at 'BB+'. The Rating Outlook on all bonds is Stable.
Downgrade Rationale
The downgrade reflects Fitch's view that a 'BB+' rating is more
consistent with a small-market airport that is operating at high
cost per enplanement (CPE) levels, is highly levered and has
constrained liquidity and revenue generation capability. These
metrics, coupled with extremely low forecasted all-in debt service
coverage, are not comparable to peers within the investment grade
portfolio. The senior and subordinate lien ratings are now
aligned as Fitch views the financial margins as largely comparable
when assessed over their respective bond terms. After the
subordinate lien bonds mature in 2017, the senior lien debt
service payments immediately increase so that the aggregate
payments remain almost constant, resulting in no material changes
to the total coverage ratio.
KEY RATING DRIVERS
Revenue Risk - Volume: Weaker
Small Enplanement Base, Significant Competition: Harrisburg
International Airport serves primarily as an origination and
destination (O&D) airport within the state's capital region.
State government, corporations and universities create a small,
moderately stable traffic base that faces significant regional
competition, particularly from airports in Baltimore, Philadelphia
and Washington, D.C.
Revenue Risk - Price: Weaker
High Cost Structure: CPE levels in the $14 to $16 range limit the
airport's pricing flexibility from an economic and competitive
perspective, even though the airport operates under a hybrid use &
lease agreement. The agreement is currently operating under a
one-year optional extension allowing airport management to raise
rates and charges to meet rate covenants. Negotiations for a new
agreement are underway which may provide for stronger cost
recovery terms.
Infrastructure Development and Renewal: Stronger
Modern Facility, Limited Capital Needs: Updated facilities allow
the authority to maintain an internally funded five-year capital
plan which totals $49 million, funded primarily by federal and
state grants with no additional debt.
Debt Structure: Stronger (Senior Lien); Midrange (Subordinate
Lien)
Conservative Debt Structure: The outstanding bonds are fixed rate,
fully amortizing with aggregate level debt service through 2038.
Both the senior and subordinate bonds are supported by cash-funded
debt service reserve accounts as well as rate covenant triggers at
1.25x and 1.10x, respectively.
Financial Metrics
High Leverage, Thin Coverage: The airport's total net debt-to-
enplaned passengers is $230 while the airport's total net debt-to-
cash flow available for debt service (CFADS), excluding the
coverage account, is nearly 11x. For a small-sized airport, the
debt burden is high. On an indenture-calculated basis, which uses
passenger facility charges (PFCs) to offset debt service, all-in
debt service coverage in 2013 was 1.34x. In Fitch's view, debt
service coverage will migrate closer to the 1.25x covenanted level
for the foreseeable future. The airport's operations are
moderately supported with 112 days cash on hand (DCOH).
Peer Group: Amongst its closest rating-level peers in the 'BBB'
category, such as Burlington (VT), Fresno (CA) and Pensacola (FL),
the airport demonstrates materially higher leverage and CPE, with
weaker debt service coverage and liquidity.
RATING SENSITIVITIES
Negative:
-- Traffic Base: Measurable contraction or elevated volatility
in passenger traffic as a result of airline service changes
or competition from larger airports operating within the
region;
-- Operating Performance: Deterioration of the airport's non-
aviation revenue that pressures its CPE levels.
Positive: Material improvement in the airport's traffic base which
generates higher operating revenue and stronger coverage levels
may lead to a higher rating.
CREDIT UPDATE
Fitch notes the airport's relatively stable traffic base and
management's abilities to efficiently manage operating
performance. The airport's traffic base is slightly over 650,000
enplaned passengers and has remained relatively flat in 2013. The
airport recently started service with Frontier and Allegient
airlines, now contributing 12.6% of total traffic. These carriers
have offset declines in passengers from two of the airport's
larger incumbent carriers, US Airways and Delta Air Lines. In
Fitch's view, challenging local economic conditions as well as
competition from nearby larger Philadelphia and Baltimore airports
will pose ongoing challenges to enhancing air service activity.
The authority's operating performance weakened only slightly due
to a contraction in revenue of 2.5% and an increase in costs of
3.3%. However, the airport's operating margin grew at a five-year
compound annual growth rate (CAGR) of 1.9% as growth in operating
revenue outpaced that in operating expense. Notwithstanding, the
airport's overall performance and financial metrics with very
narrow coverage levels, which are marginally above 1x when
excluding the coverage account and treating PFCs as revenue,
preclude an investment grade rating.
Fitch's Base Case scenario, which assumes moderate enplanement
growth and inflationary cost escalation, and Fitch's Rating Case,
which assumes a near-term enplanement shock consistent with
historical stresses and slightly greater cost escalation, both
result in total debt service coverage near the 1.25x level with
varying levels of reliance on the airport's rate covenant
provision through 2019. Fitch notes that all of the PFCs
collected are applied to debt service payments and any material
reductions in traffic would create more financial strain on
airport revenue. In the Base Case, CPE migrates toward $17 while
the Rating Case's CPE peaks at $18. Leverage in both cases
remains above 10x.
SYSTMS OF NEW YORK: Case Summary & 16 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Systms of New York Inc
45 East Avenue, 3rd Floor
Rochester, NY 14604
Case No.: 14-21182
Chapter 11 Petition Date: September 19, 2014
Court: United States Bankruptcy Court
Western District of New York (Rochester)
Judge: Hon. Paul R. Warren
Debtor's Counsel: Thomas Denny, Esq.
LAW OFFICE OF THOMAS DENNY
331 Alberta Dr
Amherst, NY 14226
Tel: 716-800-1234
Fax: 716-408-3413
Email: tomdennylaw@aol.com
Total Assets: $262,098
Total Liabilities: $1.05 million
The petition was signed by Joseph Aina, president.
A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nywb14-21182.pdf
TAYLOR BEAN: Freddie Mac Sues Deloitte for $1.3-Bil. Over Fraud
---------------------------------------------------------------
Law360 reported that the Federal Home Loan Mortgage Corp. (Freddie
Mac) filed a $1.3 billion suit against Deloitte & Touche LLP in
Florida state court, claiming the accounting giant turned a blind
eye to fraud at Taylor Bean & Whitaker Mortgage Corp. and produced
flawed audit reports. According to the report, in a complaint
filed in Florida's Eleventh Judicial Circuit Court, Freddie Mac
says it lost $1.3 billion when Taylor Bean went bankrupt in 2009.
Had Deloitte, which audited Taylor Bean from 2002 to 2009, paid
attention to red flags indicating fraud, Freddie Mac would not
have purchased billions of dollars of mortgage loans from Taylor
Bean, according to the suit, the report related.
The case is Federal Home Loan Mortgage Corp. v. Deloitte & Touche
LLP, case number 2014-23722, in the Eleventh Judicial Circuit
Court of Florida.
About Taylor Bean
Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States. In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities. It also managed a combined mortgage
servicing portfolio of approximately $80 billion. The company
employed more than 2,000 people in offices located throughout the
United States.
Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009. Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices. The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.
Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.
Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors. Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee. BMC Group, Inc.,
serves as the claims and noticing agent.
Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.
THINKSTREAM INCORPORATED: Involuntary Chapter 11 Case Summary
-------------------------------------------------------------
Alleged Debtor: Thinkstream Incorporated of Delaware
fka Thinkstream, Incorporated of Colorado
6146 Crestmount Drive
Baton Rouge, LA 70809
Case Number: 14-11204
Involuntary Chapter 11 Petition Date: September 19, 2014
Court: United States Bankruptcy Court
Middle District of Louisiana (Baton Rouge)
Judge: Hon. Douglas D. Dodd
Petitioners' Counsel: Brandon A. Brown, Esq.
620 Florida Street, Suite 1
P.O. Box 2348
Baton Rouge, LA 70821-2348
Tel: 225-231-9998
Fax: 225-709-9467
Email: bbrown@stewartrobbins.com
- and -
Ryan James Richmond, Esq.
620 Florida Street, Suite 100
Baton Rouge, LA 70801
Tel: 225-231-9998
Fax: 225-709-9467
Email: rrichmond@stewartrobbins.com
Alleged Debtor's petitioners:
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
TSB Ventures, LLC Promissory Notes $8,943,931
698 Stonehill Road
Folsom, LA 70437
Grossman Family Promissory Notes $77,863
Limited Partnership
2517 Westgate Street
Houston, TX 77019
Michael S. Chadwick Promissory Notes $77,863
2517 Westgate Street
Houston, TX 77019
Rainbow Investments Company Promissory Notes $38,931
P.O. Box 1050
Corpus Christi, TX 78403
Kevin C. King GST Trust Promissory Notes $38,931
147 Houston Ridge
Houston, TX 77024
Tim O'Leary Promissory Notes $116,794
800 Bering Drive, Suite 100
Houston, TX 77057
John Zapalac Promissory Notes $38,931
12807 Coralville Court
Houston, TX 77041
THOMAS JEFFERSON SCHOOL: S&P Cuts 2008 Rev. Bonds Rating to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'CC' from 'B+' on the California Statewide Communities Development
Authority's series 2008A tax-exempt revenue bonds and series 2008B
taxable revenue bonds issued for Thomas Jefferson School of Law
(TJSL). At the same time, Standard & Poor's placed the rating on
CreditWatch with negative implications.
"The rating action reflects our view of TJSL's failure to make
payments in full to the trustee of its June 26 loan payment, which
secures the series 2008 bonds, and our anticipation that it will
not make its Sept. 26 loan payment in full either," said Standard
& Poor's credit analyst Carlotta Mills. S&P understands the
school has made partial payments toward debt service, though it
was unable to confirm from the trustee or the school if the debt
service reserve has been drawn upon to pay bondholders.
"The CreditWatch designation reflects our understanding that the
school has had multiple forbearance agreements with its
bondholders and that it is working toward a restructuring of the
debt, due to be in place by Oct. 17," continued Ms. Mills. S&P
expects that the bonds will default once the restructuring is
completed.
In addition, the school failed to meet two financial covenants
(unrestricted resources to debt and unrestricted resources to
operating revenue) in fiscal 2013 and does not anticipate doing so
until fiscal 2018 and fiscal 2019, respectively. It is S&P's
understanding that bondholders granted waivers for the fiscal 2012
and fiscal 2013 covenant violations on Oct. 1, 2013.
TUP VI LLC: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: TUP VI, LLC
dba Heritage Townhomes Condominiums
2400 Campbellton RD SW, Unit A-6
Atlanta, GA 30311
Case No.: 14-68440
Chapter 11 Petition Date: September 19, 2014
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: Michael D. Robl, Esq.
THE SPEARS & ROBL LAW FIRM, LLC
104 Cambridge Avenue
Decatur, GA 30030
Tel: 404-373-5153
Email: mdrobl@tsrlaw.com
Total Assets: $1 million
Total Liabilities: $6.04 million
The petition was signed by Carl R. Hartrampf, III, managing
member.
A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb14-68440.pdf
UNI-PIXEL INC: Appoints Dr. Arnold Kholodenko as SVP of R&D
-----------------------------------------------------------
UniPixel, Inc., has appointed Arnold Kholodenko, Ph.D., to the
position of senior vice president of research and development,
succeeding Dan Van Ostrand, who has resigned to pursue other
interests.
Dr. Kholodenko is an award-winning engineering executive with
extensive experience in the design of next-generation fabrication
equipment for high-performance and cost-effective products. He
brings more than 45 years of experience at public and private
companies which develop, manufacture, and commercialize products
for the flat panel display, semiconductor, solar photovoltaic and
wafer fabrication industries.
"Dr. Kholodenko's accomplished career and deep engineering
experience, particularly in leading cross-functional teams of
engineers in the implementation of new manufacturing technologies,
makes him an ideal addition to our UniPixel team," said Jeff
Hawthorne, the company's president and chief executive officer.
"His proven ability to commercialize products, notably at Applied
Materials and Lam Research, strongly supports our goals as we
advance towards commercial production of InTouch SensorsTM and
Diamond GuardTM."
"We would like to thank Dan for his invaluable service to UniPixel
as one of the company's founders," added Hawthorne. "We wish him
the best in his future endeavors."
Dr. Kholodenko previously served as executive director at ARTECH
Consulting, a professional IT services firm. Prior to ARTECH, he
served as senior director of Lam Research, a leading supplier of
wafer fabrication equipment and services to the semiconductor
industry where he led the development and deployment of a turn-key
manufacturing process delivering a high quality and cost efficient
advanced mechanical cleaning module to customers.
Earlier, Dr. Kholodenko held a number of management positions
before being promoted to senior director of Concept Engineering
and Advanced Technologies, Disruptive New Products Division at
Applied Materials, the global leader in precision materials
engineering solutions for the semiconductor, flat panel display
and solar photovoltaic industries. He managed numerous new
product development programs, including a robust and cost-
effective design of an electro-copper plating head that improved
copper plating uniformity by 50%, reduced material cost by half,
and made the contact ring a non-consumable module.
At Applied Materials he also initiated, developed and implemented
critical technologies for high-performance and cost-effective
products, including new system concept of fabrication polysilicon
sheets for solar application, high-productivity flat panel
Generation 8 PVD system, and a large-size, 2 x 2.5-meter magnetron
with 90% utilization of target material for Generation 8 flat
panel physical vapor deposition reactors.
Before Applied Materials, he served as principal engineer at
Rotoflex, a world leader in inspection, slitting and rewinding
equipment. Earlier in his career, he served as director at KAMCAB
Corporation in Perm, Russia, Europe's largest electrical cable
manufacturer. He also led a group responsible for thrust vector
control engineering, ballistics and control systems design,
development and implementation of full-scale test capability at
KBM Corporation, Russia's third largest flight vehicle
manufacturer.
Dr. Kholodenko received numerous prestigious awards at Applied
Materials, and is a recipient of the USSR's National Prize in
Science & Technology. He received his Bachelor of Science in
Electro-Mechanical Engineering and Master of Science with
excellence in Flight Mechanics and Control Systems from Perm
Technical University in Russia. Dr. Kholodenko holds a Ph.D. in
Aerospace Engineering from Moscow Aviation Institute in Russia.
Dr. Kholodenko has taught a variety of undergraduate and graduate
courses as a professor in Applied Mathematics Department and
Flight Vehicle Design Department at Perm University of Technology,
as well as headed post-graduate programs for Ph.D. students.
Dr. Kholodenko has been responsible for the granting of 72 patents
in the U.S. and 39 internationally, and is the author of 115
scientific articles.
Dr. Kholodenko succeeded Dan Van Ostrand, who has resigned to
pursue other interests, effective Sept. 19, 2014.
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.
Uni-Pixel reported a net loss of $15.18 million in 2013, a net
loss of $9.01 million in 2012 and a net loss of $8.56 million in
2011. As of June 30, 2014, the Company had $44.40 million in
total assets, $5.60 million in total liabilities and $38.80
million in total shareholder's equity.
UNIVERSAL COOPERATIVES: Has Until Dec. 8 to File Plan
-----------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended Universal Cooperatives, Inc., et
al.'s exclusive plan filing period until Dec. 8, 2014, and their
exclusive solicitation period until Feb. 5, 2015.
The Debtors said they need the additional time to be able to
negotiate and finalize a plan of liquidation. They need to close
the sale of their assets and conclude the wind down of their
foreign affairs before considering how, and under what terms, they
will formulate a Chapter 11 plan for their bankruptcy cases. The
proceeds from the sale of their assets will constitute a material
source of distributions under the plan, the Debtors added.
About Universal Cooperatives
As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.
Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014. The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc. UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases
The cases are assigned to Judge Mary F. Walrath.
Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt. Heritage estimated less than $10
million in assets and debt.
The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.
Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.
The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.
VERITEQ CORP: Magna Equities Reports 9.9% Equity Stake
------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Magna Equities II, LLC, and its affiliates disclosed
that as of Sept. 17, 2014, they beneficially owned 6,291,335
shares of common stock of VeriTeQ Corporation representing 9.99%
(based on the total of 62,976,336 outstanding shares of Common
Stock). A copy of the regulatory filing is available for free at;
http://is.gd/vvWWUO
About VeriTeQ
VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment. VeriTeQ offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care. VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time. For more information on VeriTeQ, please
visit www.veriteqcorp.com .
Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012. As of June 30, 2014, the Company had $7.04 million
in total assets, $14.16 million in total liabilities and a $7.12
million total stockholders' deficit.
EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
the Company has incurred recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.
WALBERT TRUCKING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Walbert Trucking, Inc
P.O. Box 1403
Glasgow, KY 42142
Case No.: 14-11001
Chapter 11 Petition Date: September 20, 2014
Court: United States Bankruptcy Court
Western District of Kentucky (Bowling Green)
Judge: Hon. Joan A. Lloyd
Debtor's Counsel: Jamie Lynn Harris, Esq.
DELCOTTO LAW GROUP PLLC
200 N. Upper Street
Lexington, Ky 40507
Tel: 859-231-5800
Email: jharris@dlgfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas E. Walbert, chairman of the
Board.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/kywb14-11001.pdf
WATERSIDE ESTATES AT CRESTHAVEN: Foreclosure Sale on Oct. 17
------------------------------------------------------------
Pursuant to Judgment of Foreclosure and Sale dated July 27, 2011
and entered August 3, 2011, Mitchell L. Kaufman, Esq., as Referee,
will sell at public auction at the Queens County Supreme
Courthouse, 88-11 Sutphin Blvd., in Courtroom #25, Jamaica, NY on
October 17, 2014 at 10:00 a.m. the premises known as Block 4487
Lot 206, and as No Street # Powells Cove Boulevard, Queens, NY.
The judgment was entered in the case, NYCTL 2009-A TRUST and THE
BANK OF NEW YORK MELLON as Collateral Agent and Custodian,
Plaintiffs against WATERSIDE ESTATES AT CRESTHAVEN LLC, et al
Defendant(s), before the Supreme Court, County of Queens.
The approximate amount of lien is $35,015.04 plus interest &
costs.
The Plaintiffs are represented by:
Mitchell L. Kaufman, Esq., Referee
THE LAW OFFICE OF THOMAS P. MALONE, PLLC
60 East 42nd Street Suite 927
New York, NY 10165
Tel: (212)-867-0500
WHEATLAND MARKETPLACE: Court Orders Dismissal of Chapter 11 Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
ordered the dismissal of the Chapter 11 case of Wheatland Market
Place, LLC.
The company in August requested the dismissal of its case, saying
it expects the sale of its assets to occur on Sept. 26, and that
the proceeds of the sale are enough to pay all creditors in full.
About Wheatland Marketplace, LLC
Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.
The Debtor has tapped Thomas W. Toolis, Esq., at Jahnke, Sullivan
& Toolis, LLC, in Frankfurt, Illinois, as counsel. Coleen J.
Lehman Trust and Lucy Koroluk each holds a 50% membership interest
in the Debtor. The Debtor reported $10,999,006 in total assets,
and $7,052,778 in total liabilities.
No committee of unsecured creditors has been appointed to serve in
the case.
WOODLAKE PARTNERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Woodlake Partners, LLC
fdba Woodlake Partners, Limited Partnership
150 Woodlake Boulevard
Vass, NC 28394
Case No.: 14-81035
Chapter 11 Petition Date: September 19, 2014
Court: United States Bankruptcy Court
Middle District of North Carolina (Durham)
Judge: Hon. Lena M. James
Debtor's Counsel: John A. Northen, Esq.
NORTHERN BLUE, L.L.P.
P. O. Box 2208
Chapel Hill, NC 27514-2208
Tel: (919) 968-4441
Email: jan@nbfirm.com
- and -
Vicki L. Parrott, Esq.
NORTHERN BLUE, L.L.P.
P. O. Box 2208
Chapel Hill, NC 27514-2208
Tel: (919) 968-4441
Email: vlp@nbfirm.com
Total Assets: $5.30 million
Total Liabilities: $8.84 million
The petition was signed by Julie Watson, VP of Woodlake
Properties, Inc., manager.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncmb14-81035.pdf
ZOGENIX INC: Director James C. Blair Quits
------------------------------------------
James C. Blair, Ph.D., resigned from the Board of Directors of
Zogenix, Inc. Dr. Blair's decision to resign from the Board did
not result from any disagreement with the Company concerning any
matter relating to its operations, policies or practices,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.
In connection with this resignation, pursuant to the bylaws of the
Company, the Board voted to decrease the size of the Board from
eight to seven members. Furthermore, the Board appointed Louis C.
Bock as a member of the Compensation Committee to replace Dr.
Blair as a Compensation Committee member.
About Zogenix Inc.
Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.
Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.
The Company's balance sheet at June 30, 2014, the Company had
$133.29 million in total assets, $64.98 million in total
liabilities and $68.31 million in total stockholders' equity.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.
ZOGENIX INC: Inks Third Amendment to Daravita License Agreement
---------------------------------------------------------------
Zogenix, Inc., and Daravita Limited had amended their License
Agreement, dated Nov. 27, 2007, according to a regulatory filing
with the U.S. Securities and Exchange Commission.
Under the License Agreement, Daravita granted to Zogenix an
exclusive license in the United States and its possessions and
territories to certain intellectual property rights related to
oral controlled release formulations of hydrocodone bitartrate and
related compounds, including the Company's Zohydro ER product.
Under a separate commercial manufacturing and supply agreement
entered into by the Company and Daravita on Nov. 2, 2012, Daravita
is the exclusive manufacturer and supplier to Zogenix of Zohydro
ER, subject to certain exceptions, and the Company generally must
purchase all of its requirements of Zohydro ER from Daravita.
Pursuant to the Third Amendment, Zogenix may exercise its option
to obtain an exclusive license to certain abuse-deterrent
technology and know-how from Altus Formulation Inc. (pursuant to
that certain Development and Option Agreement, dated Nov. 1, 2013,
by and between Zogenix and Altus). Following such exercise and
the first commercial sale by Zogenix, its affiliates or any of its
permitted sublicensees of any extended-release formulations of
hydrocodone using Altus' abuse-deterrent technology, Daravita will
be entitled to receive from Zogenix a royalty on net sales of
Altus Product through the date that is 15 years following the
first commercial sale of the Altus Product in the United States
and its possessions and territories. Prior to Dec. 31, 2019, that
royalty will be (i) in the mid single-digits if Daravita or an
affiliate is the manufacturer of the Altus Product and (ii) in the
low twenty-percent-range if Daravita or an affiliate is not the
manufacturer of the Altus Product. After Dec. 31, 2019, that
royalty will be in the high single digits, regardless of whether
Daravita or an affiliate is the manufacturer. Neither Zogenix nor
Daravita will be obligated to have Daravita or an affiliate
manufacture commercial supplies of Altus Product for Zogenix.
About Zogenix Inc.
Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.
Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.
The Company's balance sheet at June 30, 2014, the Company had
$133.29 million in total assets, $64.98 million in total
liabilities and $68.31 million in total stockholders' equity.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.
WPCS INTERNATIONAL: Seeks Approval of Authorized Shares Hike
------------------------------------------------------------
WPCS International Incorporated provided a letter to shareholders
with a year in review and why a "YES" vote to increase the
authorized shares is crucial.
Dear Shareholders,
As we reflect upon the 2014 fiscal year that recently concluded,
it was clearly a period of transition, restructuring, planning and
preparing for the future. I am writing this letter to you today
because your management team and Board of Directors ("Board") wish
to remain transparent throughout this process so that you may
understand the critical juncture we are at today and how your vote
at the upcoming annual shareholder meeting will help pave the way
for our future success.
We want you to know that we are entering the final stages of our
current restructuring. The Board believes that once our proposal
to increase the number of common shares authorized by the
Certificate of Incorporation and other proposals are approved, it
will enable WPCS to seek key strategic initiatives to enhance our
balance sheet through debt reduction, which we believe will
ultimately improve our shareholders' equity and cash position.
With these changes, we believe that the Company will also have the
ability to pursue strategic opportunities to create new value for
shareholders. While the very important decisions WPCS
shareholders face today are driving this letter, it is my
intention to continually and consistently ensure that management
and the Board maintain direct communication activities with you.
Since commencing the restructuring of WPCS in August 2013, our
entire team has been totally committed to the vision of moving
towards creating opportunities to develop growth businesses. We
are, and will continue, to be steadfast in our goal of building
shareholder value.
Restructuring Accomplishments:
(a) Overcame approximately $2.0 million in projected cash flow
shortages by closing Trenton operations, implementing cost
reductions and renegotiating vendor payment terms;
(b) Financial results that include increased revenue and an
improved balance sheet:
a. For the 2014 fiscal fourth quarter, revenue increased
25.7% from the same period in fiscal 2013. Taking
into account the strategic reduction of WPCS' Trenton
operations, revenue for the quarter and full year
ended April 30, 2014 increased 47.2% and 34.4%,
respectively, compared to the same periods in 2013;
b. Cash and cash equivalents increased from $1.4 million
as of April 30, 2013 to $2.2 million as of April 30,
2014; and
c. Shareholders' equity increased by approximately $6.9
million from a deficit of $900,000 at April 30, 2013,
to equity of $6.0 million at April 30, 2014;
(c) Annualized savings of over $1.1 million achieved through
administrative and operating cost reductions;
(d) Completed the sale of Australia Operations;
(e) Negotiated $1 million severance reduction with Chief
Financial Officer; and
(f) Negotiated the removal of certain onerous default
provisions contained within outstanding secured convertible
notes.
Other News:
a) Suisun City, for the period Jan. 1, 2014, through May 31,
2014, announced approximately $5.5 million in new contracts
as compared to $2.3 million for the same period year-over-
year, an increase of 139%;
(b) Since acquiring the BTX Trader software platform in December
2013, the online platform has grown to 5,000 users and over
1,500 unique visitors per month; and
(c) BTX Trader has launched Celery (www.gocelery.com), a new
product providing consumers with a simple and fast way to
buy digital currency using direct bank transfers, initially
focused on Bitcoin and Dogecoin.
These positive strides to-date have helped curtail losses, reduce
cash flow deficiencies and have set the stage for future growth
potential. Going forward, we are continuing these restructuring
efforts by moving towards the divestiture of our Seattle
operations, which we expect to occur at the end of this month, and
looking to find a buyer for our China Joint Venture interest. The
successful closing of these transactions could generate
approximately $3.5 million for the Company.
The upcoming proxy statement proposal to increase the authorized
shares of the Company, which shareholders did not approve when
last presented, is required for us to meet the existing equity
conversion and warrant obligations under our secured convertible
notes, convertible preferred stock and warrants. We are required
to continue to seek this approval, which will result in additional
cost and expenses to WPCS, until our obligation is met. We
believe that an increase in authorized common stock could lead to
the reduction or elimination of our outstanding secured debt,
which has been highly restrictive on the Company and our ability
to create value for all shareholders going forward. Additionally,
the increase in authorized shares would better position the
Company to attract talent through a new stock option plan, provide
the Company with flexibility for potential growth capital and
enhance our ability to leverage our position as a publicly-traded
company to pursue selected strategic acquisitions that we believe
could enhance our business.
When developing the restructuring plan last year, I envisioned
that at this time, the Company would be debt-free, with several
million dollars of working capital, and the equity available to
focus entirely on revenue growth and profitability. The steps
management and the Board have taken has prepared us to accomplish
just that. But, we need your support.
The way to accomplish these objectives is to once again seek your
approval to increase the number of authorized shares of the
Company. If any such proposal is not approved, I feel that WPCS
will remain constrained by its debt, find it difficult to attract
talent, be unable to secure necessary financing, and limit its
ability to close any substantive value-enhancing acquisitions.
I am pleased with the progress we have made. I am also very
encouraged by the opportunities being presented to WPCS and highly
optimistic about the future prospects of this Company. There may
be no better time to help us finish the task at hand and finally
change the direction of WPCS for the better. Right now is your
chance as a shareholder to be an important part of the next
significant decision facing your company. We have filed a new
proxy statement and are asking you to please vote "yes" with
management and the Board on the proposal to increase the number of
shares of common stock authorized by the Certificate of
Incorporation of the Company.
We wish to thank our shareholders, customers, partners and
employees for their continued trust, confidence, and support as we
hope to move into the next exciting phase of WPCS? history.
Sincerely,
Sebastian Giordano
Interim CEO
About WPCS International Incorporated
WPCS -- http://www.wpcs.com-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.
As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013.
WPCS International incurred a net loss attributable to common
shareholders of $11.16 million for the year ended April 30, 2014,
as compared with a net loss attributable to common shareholders of
$6.91 million for the year ended April 30, 2013. As of April 30,
2014, the Company had $22.02 million in total assets, $16.05
million in total liabilities and $5.96 million in total equity.
Marcum LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2014. The independent auditing firm
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
* California Man Found Guilty in $5.8MM Mortgage Fraud Scheme
-------------------------------------------------------------
Levi Shultz, writing for Housing Wire, reported that Alan David
Tikal, 46, of Brentwood, California, was convicted on 11 counts of
mail fraud and one count of money laundering in a mortgage fraud
scheme through which he stole $5.8 million in fees and monthly
payments from struggling homeowners. According to the report,
citing evidence presented at a one-day bench trial, Tikal operated
a business known as KATN and falsely claimed to be a registered
private banker between January 2010 and August 2013.
* Credit Suisse Loans Draw Fed Scrutiny
---------------------------------------
Gillian Tan and Ryan Tracy, writing for The Wall Street Journal,
reported that Credit Suisse Group AG is under fire from U.S.
regulators over concerns the bank isn't heeding warnings to stop
making loans regulators see as risky, according to a person
familiar with the matter. The Journal related that the Swiss bank
has received a letter from the Federal Reserve demanding the bank
immediately address problems with its underwriting and sale of
leveraged loans, or high-interest-rate loans used by private-
equity firms and others to finance purchases of companies, among
other uses.
* Global X Liquidates 2 New York-Based Exchange-Traded Funds
------------------------------------------------------------
Global X Funds, the New York-based exchange-traded funds, on
Sept. 19 announced the scheduled liquidation of the following two
funds:
Global X Canada Preferred ETF (NYSE: CNPF)
Global X Pure Gold Miners ETF (NYSE: GGGG)
The Funds combined represent less than 1% of the assets of the
Global X Funds. The Board of Trustees of Global X Funds
unanimously determined on September 5, 2014 that it was in the
best interests of the Funds and their shareholders to liquidate
each of the Funds.
The Funds will cease trading at the end of the trading day on
October 16, 2014 and will liquidate on or around October 24, 2014.
Any person holding shares in the Funds as of the liquidation date
of October 24, 2014 will receive a cash distribution equal to the
net asset value of their shares as of that date. Global X
Management Company LLC, the adviser to the Funds, will bear all
fees and expenses that may be incurred in connection with the
liquidation of the Funds and the distribution of cash proceeds to
investors, other than brokerage fees and other related expenses.
For additional information about the liquidation, shareholders of
the Funds may call 1-888-GX-FUND-1 (1.888.493.8631).
About Global X
Global X -- http://www.globalxfunds.com-- is a New York-based
sponsor of exchange-traded funds that facilitates access to
investment opportunities across the global markets. With $4
billion in managed assets and over 100,000 investors as of August
31, 2014, Global X offers exchange-traded funds that target
Income, International, Commodity Producers and Alternative fund
suites.
* New York Announces New Debt Collection Rules
----------------------------------------------
Josh Saul, writing for The New York Post, reported that the state
court system announced new rules to stop debt collection agencies
from using underhanded tactics to win judgments against poor or
elderly credit card holders. According to the report, the state's
court administrators said in announcing the reform that shady debt
collection agencies frequently score court judgments for the wrong
amount of money or even from the wrong person by using incomplete
proof or by pressing cases where the statute of limitations has
expired.
* Student-Loan Borrowers Have Chance to Refinance at Lower Rates
----------------------------------------------------------------
Annamaria Andriotis, writing for The Wall Street Journal, reported
that Citizens Financial Group said it is accepting applications
from both parent and student holders of federal loans to refinance
into private loans at the Providence, R.I.-based bank, giving new
options to borrowers who want to lower the interest rate on their
federal student loans. According to the report, some borrowers
who have good credit scores could get a lower interest rate than
what they're currently paying.
* Washington Warily Eyes Cities' Loan-Seizure Proposals
-------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
an unorthodox campaign by a handful of cities hardest hit by the
housing crash to use the power of eminent domain to write down
large mortgage debts has stirred a backlash in Washington as
Republicans have passed a budget bill that included language to
bar federal agencies from refinancing loans that been seized by
cities via eminent domain. According to the report, under a plan,
a city would purchase the mortgage at whatever a court determines
is fair value, and then the city would write down the loan and
refinance it through the Federal Housing Administration, which has
a program that allows such refinances for borrowers with very
little equity.
* Baker & McKenzie Adds Two Transactional Partners in New York
--------------------------------------------------------------
Daniel Raglan and James Donnell have joined Baker & McKenzie as
partners, augmenting the Firm's transactional capabilities in the
areas of M&A, private equity, capital markets and restructuring
and insolvency. Both partners are based in the Firm's New York
office.
"Our clients are increasingly looking to cross-border transactions
to create strategic and economic value," says Amar Budarapu, Chair
of the North America Corporate & Securities practice. "We are
fortunate to be the world's leading cross-border firm, and as our
clients continue to do business across borders they will find
Daniel's and Jim's extensive experience to be valuable."
Mr. Raglan has over 15 years of experience on M&A, private equity,
capital markets, and corporate advisory matters, including
representing both multinational companies and private equity firms
in the United States, Latin America, Canada and Europe. In
addition, Mr. Raglan has advised middle-market companies and has
represented private equity firms and their portfolio companies in
a wide range of matters.
Mr. Donnell has over 25 years of experience representing
creditors' committees, secured lenders, and debtors in
bankruptcies and out-of-court restructurings. His practice
includes the representation of clients in corporate debt
restructurings; acquisitions of distressed assets; director,
officer, and insider liability matters; and the litigation of
financing agreements and forward contracts. Mr. Donnell has
represented clients in restructuring matters across a wide range
of industries, including oil and gas, power, banking, air freight,
and chemicals.
"Daniel and Jim have excellent reputations in the New York market,
and I know clients will value their experience and insight," said
James Colihan, Managing Partner of the Firm's New York office.
"Their additions complement our growing team in New York."
Messrs. Raglan and Donnell join one of the most active
transactional practices in the world. Baker & McKenzie was
recently ranked number one in the world by number of cross-border
deals for the fifth year in a row by Thomson Reuters. More than
65% of the Firm's deal work for clients are cross-border. Lawyers
in the Firm's North America Corporate & Securities group regularly
advise on deals ranging from small, private domestic acquisitions
and private placements of securities to multibillion dollar public
offerings and mergers, joint ventures, reorganizations and
restructurings across multiple jurisdictions. The Firm recently
spearheaded two high-profile studies examining trends in cross-
border M&A and cross-border IPOs.
"I'm thrilled to join Baker & McKenzie. The Firm provides an
exceptional platform to grow my practice and allows me to provide
clients with seamless, cross-border support." said Mr. Raglan.
Added Mr. Donnell, "Baker & McKenzie's global capabilities in the
transactional and litigation areas and experience in complex
restructurings are a great fit for my practice, and I'm very happy
to join the Firm."
About Daniel Raglan and James Donnell
Mr. Raglan was honored as a Rising Star 2013 by Super Lawyers. He
received his B.A. in Law from Oxford University Law School, with
Upper Second Class Honors, his LL.M. from Columbia University
School of Law, where he was a Harlan Fiske Stone Scholar, and his
M.A. from Oxford University. Mr. Raglan is admitted to practice in
New York. He joins the Firm from Kelley Drye & Warren in New York,
where he was a partner.
Mr. Raglan may be reached at:
Daniel Raglan, Esq.
BAKER & MCKENZIE LLP
452 Fifth Avenue
New York, NY 10018
Tel: (212) 626-4361
E-mail: Daniel.Raglan@bakermckenzie.com
Mr. Donnell is Board Certified in Business Bankruptcy and has been
recognized as a New York Super Lawyer for 2010 ? 2014 and as a
Super Lawyer in Bankruptcy and Creditor/Debtor Rights by Texas
Monthly (2004 - 2009). He has served as chairman of the Indenture
Trustee Subcommittee of the American Bar Association's Business
Bankruptcy Section and as chairman of the American Bar
Association's Energy Business Committee. He received his J.D.,
with honors, from The University of Texas School of Law and his
B.S., cum laude, from Rice University. He is admitted to practice
in New York and Texas. He joins the Firm from Winston & Strawn in
New York, where he was a partner.
Mr. Donnell may be reached at:
James Donnell, Esq.
BAKER & MCKENZIE LLP
452 Fifth Avenue
New York, NY 10018
Tel: (212) 626-4327
E-mail: James.Donnell@bakermckenzie.com
* Large Companies With Insolvent Balance Sheet
----------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE OU1 GR 129.2 (9.4) 0.4
ABSOLUTE SOFTWRE ALSWF US 129.2 (9.4) 0.4
ABSOLUTE SOFTWRE ABT CN 129.2 (9.4) 0.4
ADVANCED CELL TE T2N1 GR 5.6 (20.7) (19.6)
ADVANCED CELL TE ACTCD US 5.6 (20.7) (19.6)
ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3)
ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3)
ADVENT SOFTWARE AXQ GR 452.2 (86.0) (99.3)
ADVENT SOFTWARE ADVS US 452.2 (86.0) (99.3)
AEMETIS INC AMTX US 95.4 (1.1) (18.1)
AGILE THERAPEUTI AGRX US 66.3 48.3 48.9
AIR CANADA-CL A AIDIF US 10,522.0 (1,822.0) (226.0)
AIR CANADA-CL A AC/A CN 10,522.0 (1,822.0) (226.0)
AIR CANADA-CL A ADH GR 10,522.0 (1,822.0) (226.0)
AIR CANADA-CL A ADH TH 10,522.0 (1,822.0) (226.0)
AIR CANADA-CL B AC/B CN 10,522.0 (1,822.0) (226.0)
AIR CANADA-CL B AIDEF US 10,522.0 (1,822.0) (226.0)
ALLIANCE HEALTHC AIQ US 468.1 (131.0) 59.7
AMC NETWORKS-A AMCX US 3,685.9 (396.1) 689.3
AMC NETWORKS-A 9AC GR 3,685.9 (396.1) 689.3
AMC NETWORKS-A AMCX* MM 3,685.9 (396.1) 689.3
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 284.1 (139.7) 74.4
AMYRIS INC 3A0 GR 284.1 (139.7) 74.4
AMYRIS INC 3A0 TH 284.1 (139.7) 74.4
ANGIE'S LIST INC 8AL GR 128.4 (36.6) (54.9)
ANGIE'S LIST INC 8AL TH 128.4 (36.6) (54.9)
ANGIE'S LIST INC ANGI US 128.4 (36.6) (54.9)
ARRAY BIOPHARMA ARRY US 139.1 (25.7) 68.9
ASPEN AEROGELS I AP1 GR 88.2 (80.7) (5.2)
ASPEN AEROGELS I ASPN US 88.2 (80.7) (5.2)
ASTERIAS BIO ASTY US 1.9 (5.1) (6.7)
AUTOZONE INC AZO US 7,371.8 (1,808.2) (1,016.1)
AUTOZONE INC AZ5 GR 7,371.8 (1,808.2) (1,016.1)
AUTOZONE INC AZ5 TH 7,371.8 (1,808.2) (1,016.1)
AUTOZONE INC AZOEUR EU 7,371.8 (1,808.2) (1,016.1)
AVALANCHE BIOTEC AAVL US 54.8 43.0 48.9
AVALANCHE BIOTEC AVU GR 54.8 43.0 48.9
AVID TECHNOLOGY AVID US 235.1 (359.3) (133.0)
AXIM BIOTECHNOLO AXIM US 0.1 (0.1) (0.1)
BENEFITFOCUS INC BNFT US 141.0 (14.6) 52.3
BENEFITFOCUS INC BTF GR 141.0 (14.6) 52.3
BERRY PLASTICS G BP0 GR 5,419.0 (118.0) 654.0
BERRY PLASTICS G BERY US 5,419.0 (118.0) 654.0
BRP INC/CA-SUB V DOO CN 1,895.9 (44.8) 133.6
BRP INC/CA-SUB V B15A GR 1,895.9 (44.8) 133.6
BRP INC/CA-SUB V BRPIF US 1,895.9 (44.8) 133.6
BURLINGTON STORE BUI GR 2,555.3 (140.1) 102.3
BURLINGTON STORE BURL US 2,555.3 (140.1) 102.3
CABLEVISION SY-A CVY GR 6,701.1 (5,133.2) 338.4
CABLEVISION SY-A CVC US 6,701.1 (5,133.2) 338.4
CABLEVISION-W/I 8441293Q US 6,701.1 (5,133.2) 338.4
CABLEVISION-W/I CVC-W US 6,701.1 (5,133.2) 338.4
CADIZ INC CDZI US 57.9 (45.6) 4.7
CAESARS ENTERTAI C08 GR 27,069.4 (2,578.4) 1,716.6
CAESARS ENTERTAI CZR US 27,069.4 (2,578.4) 1,716.6
CALLIDUS CAPITAL 28K GR 444.5 (4.3) -
CALLIDUS CAPITAL CBL CN 444.5 (4.3) -
CAPMARK FINANCIA CPMK US 20,085.1 (933.1) -
CASELLA WASTE CWST US 656.6 (7.6) (11.6)
CATALENT INC CTLT US 3,090.2 (367.3) 234.5
CATALENT INC 0C8 TH 3,090.2 (367.3) 234.5
CATALENT INC 0C8 GR 3,090.2 (367.3) 234.5
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CHOICE HOTELS CHH US 628.4 (412.5) 184.3
CHOICE HOTELS CZH GR 628.4 (412.5) 184.3
CIENA CORP CIE1 GR 2,100.4 (45.2) 889.3
CIENA CORP CIEN TE 2,100.4 (45.2) 889.3
CIENA CORP CIE1 TH 2,100.4 (45.2) 889.3
CIENA CORP CIEN US 2,100.4 (45.2) 889.3
CINCINNATI BELL CBB US 2,176.9 (556.0) 337.7
CIVITAS SOLUTION CIVI US 1,031.5 (62.0) 66.1
CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0)
DENNY'S CORP DENN US 284.2 (0.0) (21.5)
DENNY'S CORP DE8 GR 284.2 (0.0) (21.5)
DEX MEDIA INC 9DX GR 2,084.0 (864.0) 139.0
DEX MEDIA INC DXM US 2,084.0 (864.0) 139.0
DIRECTV DIG1 GR 22,126.0 (6,127.0) (624.0)
DIRECTV DTV CI 22,126.0 (6,127.0) (624.0)
DIRECTV DTV US 22,126.0 (6,127.0) (624.0)
DIRECTV DTVEUR EU 22,126.0 (6,127.0) (624.0)
DOMINO'S PIZZA DPZ US 495.7 (1,289.7) 105.0
DOMINO'S PIZZA EZV GR 495.7 (1,289.7) 105.0
DOMINO'S PIZZA EZV TH 495.7 (1,289.7) 105.0
DUN & BRADSTREET DB5 GR 1,773.4 (1,077.1) (60.3)
DUN & BRADSTREET DNB US 1,773.4 (1,077.1) (60.3)
EDGEN GROUP INC EDG US 883.8 (0.8) 409.2
EMPIRE RESORTS I LHC1 GR 46.1 (9.5) (7.2)
EMPIRE RESORTS I NYNY US 46.1 (9.5) (7.2)
EMPIRE STATE -ES ESBA US 1,122.2 (31.6) (925.9)
EMPIRE STATE-S60 OGCP US 1,122.2 (31.6) (925.9)
EOS PETRO INC EOPT US 1.5 (4.3) (5.5)
FAIRPOINT COMMUN FRP US 1,524.8 (360.6) 20.9
FAIRPOINT COMMUN FONN GR 1,524.8 (360.6) 20.9
FERRELLGAS-LP FEG GR 1,589.9 (88.9) 89.0
FERRELLGAS-LP FGP US 1,589.9 (88.9) 89.0
FREESCALE SEMICO 1FS TH 3,265.0 (3,728.0) 1,334.0
FREESCALE SEMICO 1FS GR 3,265.0 (3,728.0) 1,334.0
FREESCALE SEMICO FSL US 3,265.0 (3,728.0) 1,334.0
GAMING AND LEISU GLPI US 2,581.7 (72.9) (41.1)
GAMING AND LEISU 2GL GR 2,581.7 (72.9) (41.1)
GENCORP INC GY US 1,675.6 (49.0) 86.7
GENCORP INC GCY GR 1,675.6 (49.0) 86.7
GENTIVA HEALTH GHT GR 1,250.6 (285.7) 112.2
GENTIVA HEALTH GTIV US 1,250.6 (285.7) 112.2
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 GSAT US 1,327.4 (204.5) (8.9)
GLOBALSTAR INC P8S GR 1,327.4 (204.5) (8.9)
GOLD RESERVE INC GRZ CN 29.9 (4.2) 9.9
GOLD RESERVE INC GDRZF US 29.9 (4.2) 9.9
GOLD RESERVE INC GOD GR 29.9 (4.2) 9.9
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
HCA HOLDINGS INC 2BH GR 29,822.0 (6,588.0) 2,877.0
HCA HOLDINGS INC 2BH TH 29,822.0 (6,588.0) 2,877.0
HCA HOLDINGS INC HCA US 29,822.0 (6,588.0) 2,877.0
HD SUPPLY HOLDIN 5HD GR 6,714.0 (701.0) 1,438.0
HD SUPPLY HOLDIN HDS US 6,714.0 (701.0) 1,438.0
HERBALIFE LTD HOO GR 2,435.7 (404.1) 552.4
HERBALIFE LTD HLFEUR EU 2,435.7 (404.1) 552.4
HERBALIFE LTD HLF US 2,435.7 (404.1) 552.4
HOVNANIAN ENT-A HO3 GR 1,893.7 (443.1) 1,107.3
HOVNANIAN ENT-A HOV US 1,893.7 (443.1) 1,107.3
HOVNANIAN ENT-B HOVVB US 1,893.7 (443.1) 1,107.3
HOVNANIAN-A-WI HOV-W US 1,893.7 (443.1) 1,107.3
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8)
IHEARTMEDIA INC IHRT US 14,752.2 (9,315.2) 1,225.6
IMPRIVATA INC I62 GR 35.6 (4.3) (10.8)
IMPRIVATA INC IMPR US 35.6 (4.3) (10.8)
INCYTE CORP ICY TH 679.1 (171.0) 464.6
INCYTE CORP ICY GR 679.1 (171.0) 464.6
INCYTE CORP INCY US 679.1 (171.0) 464.6
INFOR US INC LWSN US 6,778.1 (460.0) (305.9)
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
JUST ENERGY GROU JE CN 1,511.6 (169.0) 230.1
JUST ENERGY GROU 1JE GR 1,511.6 (169.0) 230.1
JUST ENERGY GROU JE US 1,511.6 (169.0) 230.1
KINAXIS INC KXS CN 44.6 (70.4) (6.4)
KINAXIS INC 9KX GR 44.6 (70.4) (6.4)
KINAXIS INC KXSCF US 44.6 (70.4) (6.4)
L BRANDS INC LB US 6,870.0 (503.0) 1,119.0
L BRANDS INC LTD GR 6,870.0 (503.0) 1,119.0
L BRANDS INC LTD TH 6,870.0 (503.0) 1,119.0
LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9
LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9
LEE ENTERPRISES LEE US 828.2 (165.0) (26.0)
LORILLARD INC LLV TH 2,893.0 (2,228.0) 900.0
LORILLARD INC LO US 2,893.0 (2,228.0) 900.0
LORILLARD INC LLV GR 2,893.0 (2,228.0) 900.0
MANNKIND CORP NNF1 TH 236.3 (46.4) (74.3)
MANNKIND CORP NNF1 GR 236.3 (46.4) (74.3)
MANNKIND CORP MNKD US 236.3 (46.4) (74.3)
MARRIOTT INTL-A MAR US 6,830.0 (1,720.0) (1,153.0)
MARRIOTT INTL-A MAQ GR 6,830.0 (1,720.0) (1,153.0)
MARRIOTT INTL-A MAQ TH 6,830.0 (1,720.0) (1,153.0)
MDC PARTNERS-A MDZ/A CN 1,685.0 (87.5) (228.9)
MDC PARTNERS-A MD7A GR 1,685.0 (87.5) (228.9)
MDC PARTNERS-A MDCA US 1,685.0 (87.5) (228.9)
MERITOR INC AID1 GR 2,810.0 (527.0) 373.0
MERITOR INC MTOR US 2,810.0 (527.0) 373.0
MERRIMACK PHARMA MP6 GR 129.8 (77.1) 13.0
MERRIMACK PHARMA MACK US 129.8 (77.1) 13.0
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 4,784.5 (142.0) 119.2
MORGANS HOTEL GR M1U GR 684.8 (211.2) 124.9
MORGANS HOTEL GR MHGC US 684.8 (211.2) 124.9
MOXIAN CHINA INC MOXC US 4.1 (0.4) (3.2)
MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) -
NATIONAL CINEMED NCMI US 1,005.2 (188.3) 79.1
NATIONAL CINEMED XWM GR 1,005.2 (188.3) 79.1
NAVISTAR INTL IHR TH 7,702.0 (4,046.0) 1,126.0
NAVISTAR INTL NAV US 7,702.0 (4,046.0) 1,126.0
NAVISTAR INTL IHR GR 7,702.0 (4,046.0) 1,126.0
NEKTAR THERAPEUT NKTR US 478.1 (35.4) 213.9
NEKTAR THERAPEUT ITH GR 478.1 (35.4) 213.9
NORTHWEST BIO NBYA GR 12.6 (29.9) (30.0)
NORTHWEST BIO NWBO US 12.6 (29.9) (30.0)
OMEROS CORP OMER US 41.0 (10.6) 26.8
OMEROS CORP 3O8 GR 41.0 (10.6) 26.8
OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0)
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 PM US 36,325.0 (7,847.0) 1,130.0
PHILIP MORRIS IN PM1EUR EU 36,325.0 (7,847.0) 1,130.0
PHILIP MORRIS IN 4I1 TH 36,325.0 (7,847.0) 1,130.0
PHILIP MORRIS IN PM1 TE 36,325.0 (7,847.0) 1,130.0
PHILIP MORRIS IN PMI SW 36,325.0 (7,847.0) 1,130.0
PHILIP MORRIS IN PM1CHF EU 36,325.0 (7,847.0) 1,130.0
PHILIP MORRIS IN PM FP 36,325.0 (7,847.0) 1,130.0
PHILIP MORRIS IN 4I1 GR 36,325.0 (7,847.0) 1,130.0
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 PGEM US 1,096.8 (91.4) 217.3
PLY GEM HOLDINGS PG6 GR 1,096.8 (91.4) 217.3
PROTALEX INC PRTX US 1.7 (8.2) 1.2
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
QUALITY DISTRIBU QDZ GR 445.6 (35.6) 115.6
QUALITY DISTRIBU QLTY US 445.6 (35.6) 115.6
QUINTILES TRANSN QTS GR 2,978.6 (621.6) 511.6
QUINTILES TRANSN Q US 2,978.6 (621.6) 511.6
RADIOSHACK CORP RSH* MM 1,149.2 (63.0) 559.2
RADNET INC PQIA GR 738.4 (2.8) 60.7
RADNET INC RDNT US 738.4 (2.8) 60.7
RAYONIER ADV RYAM US 1,225.0 (38.8) 136.3
RAYONIER ADV RYQ GR 1,225.0 (38.8) 136.3
REGAL ENTERTAI-A RGC US 2,675.7 (750.5) 26.2
REGAL ENTERTAI-A RETA GR 2,675.7 (750.5) 26.2
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RENTPATH INC PRM US 208.0 (91.7) 3.6
REVLON INC-A REV US 1,938.7 (571.8) 275.3
REVLON INC-A RVL1 GR 1,938.7 (571.8) 275.3
RITE AID CORP RTA TH 6,959.3 (1,906.5) 1,783.1
RITE AID CORP RTA GR 6,959.3 (1,906.5) 1,783.1
RITE AID CORP RAD US 6,959.3 (1,906.5) 1,783.1
ROCKWELL MEDICAL RMTI US 25.9 (3.9) 6.4
ROCKWELL MEDICAL RWM GR 25.9 (3.9) 6.4
ROCKWELL MEDICAL RWM TH 25.9 (3.9) 6.4
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
RYERSON HOLDING 7RY GR 1,989.5 (114.5) 754.6
RYERSON HOLDING 7RY TH 1,989.5 (114.5) 754.6
RYERSON HOLDING RYI US 1,989.5 (114.5) 754.6
SALLY BEAUTY HOL S7V GR 1,983.6 (362.8) 616.8
SALLY BEAUTY HOL SBH US 1,983.6 (362.8) 616.8
SEQUENOM INC SQNM US 131.6 (49.3) 51.4
SILVER SPRING NE 9SI GR 534.3 (111.7) 83.2
SILVER SPRING NE 9SI TH 534.3 (111.7) 83.2
SILVER SPRING NE SSNI US 534.3 (111.7) 83.2
SIRIUS XM CANADA XSR CN 409.2 (78.8) (157.0)
SIRIUS XM CANADA SIICF US 409.2 (78.8) (157.0)
SPORTSMAN'S WARE 06S GR 292.3 (44.5) 76.1
SPORTSMAN'S WARE SPWH US 292.3 (44.5) 76.1
SUNGAME CORP SGMZE US 2.2 (3.6) (3.9)
SUPERVALU INC SVU* MM 4,354.0 (682.0) 106.0
SUPERVALU INC SVU US 4,354.0 (682.0) 106.0
SUPERVALU INC SJ1 GR 4,354.0 (682.0) 106.0
SUPERVALU INC SJ1 TH 4,354.0 (682.0) 106.0
THERAVANCE HVE GR 605.6 (187.5) 303.2
THERAVANCE THRX US 605.6 (187.5) 303.2
THRESHOLD PHARMA THLD US 84.2 (28.3) 42.8
THRESHOLD PHARMA NZW1 GR 84.2 (28.3) 42.8
TOWN SPORTS INTE CLUB US 412.2 (55.1) 25.1
TRANSDIGM GROUP T7D GR 6,711.0 (1,591.5) 1,073.0
TRANSDIGM GROUP TDG US 6,711.0 (1,591.5) 1,073.0
TRINET GROUP INC TNET US 1,333.0 (36.7) 70.3
TRINET GROUP INC TN3 GR 1,333.0 (36.7) 70.3
TRUPANION INC TRUP US 49.0 (5.5) 7.2
TRUPANION INC TPW GR 49.0 (5.5) 7.2
ULTRA PETROLEUM UPLEUR EU 2,958.1 (123.5) (352.9)
ULTRA PETROLEUM UPL US 2,958.1 (123.5) (352.9)
ULTRA PETROLEUM UPM GR 2,958.1 (123.5) (352.9)
UNISYS CORP USY1 TH 2,336.1 (628.5) 369.7
UNISYS CORP UISEUR EU 2,336.1 (628.5) 369.7
UNISYS CORP UIS US 2,336.1 (628.5) 369.7
UNISYS CORP USY1 GR 2,336.1 (628.5) 369.7
UNISYS CORP UIS1 SW 2,336.1 (628.5) 369.7
UNISYS CORP UISCHF EU 2,336.1 (628.5) 369.7
VECTOR GROUP LTD VGR US 1,642.7 (31.1) 560.0
VECTOR GROUP LTD VGR GR 1,642.7 (31.1) 560.0
VENOCO INC VQ US 736.8 (139.5) (777.3)
VERISIGN INC VRSN US 2,322.6 (632.9) (246.0)
VERISIGN INC VRS TH 2,322.6 (632.9) (246.0)
VERISIGN INC VRS GR 2,322.6 (632.9) (246.0)
VERSO PAPER CORP VRS US 1,037.1 (549.4) 28.0
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WEIGHT WATCHERS WW6 GR 1,526.4 (1,397.9) 13.8
WEIGHT WATCHERS WTWEUR EU 1,526.4 (1,397.9) 13.8
WEIGHT WATCHERS WTW US 1,526.4 (1,397.9) 13.8
WEIGHT WATCHERS WW6 TH 1,526.4 (1,397.9) 13.8
WEST CORP WSTC US 3,876.0 (672.7) 264.3
WEST CORP WT2 GR 3,876.0 (672.7) 264.3
WESTMORELAND COA WLB US 1,583.7 (260.6) 50.8
WESTMORELAND COA WME GR 1,583.7 (260.6) 50.8
XERIUM TECHNOLOG TXRN GR 633.4 (8.9) 104.5
XERIUM TECHNOLOG XRM US 633.4 (8.9) 104.5
XOMA CORP XOMA GR 89.9 (7.6) 45.9
XOMA CORP XOMA TH 89.9 (7.6) 45.9
XOMA CORP XOMA US 89.9 (7.6) 45.9
YRC WORLDWIDE IN YEL1 TH 2,179.5 (362.4) 201.2
YRC WORLDWIDE IN YEL1 GR 2,179.5 (362.4) 201.2
YRC WORLDWIDE IN YRCW US 2,179.5 (362.4) 201.2
*********
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, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2014. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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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 ***