/raid1/www/Hosts/bankrupt/TCR_Public/141029.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 29, 2014, Vol. 18, No. 301
Headlines
412 BOARDWALK: Bankruptcy Case Survives Dismissal Bid
56 WALKER: Court Enters Final Decree Closing Case
ABACO ENERGY: S&P Assigns 'B-' CCR & Rates $175MM Term Loan 'B'
AKBARI-SHAMIRZADI: Fails to Confirm Chapter 11 Plan
ANESTHESIA HEALTHCARE: Northstar Term Sheet Provisions Approved
APPALACHES RESOURCES: Lascaux Resources Agrees to Forbear Defaults
ARIZONA LA CHOLLA: Nov. 25 Hearing on Adequacy of Plan Outline
AUTOMATED BUSINESS: PNC Wants Plan Voting Extended Until Nov. 14
AZIZ CO: Further Amends Schedules of Assets and Liabilities
BUILDING MATERIALS: S&P Rates $1.1BB Sr. Unsecured Notes 'BB+'
CARRIZO OIL: S&P Rates New $250MM Sr. Unsecured Notes 'B'
CB HOLDING: Buyer Wins Summary Judgment in Ex-Manager's Suit
CHIQUITA BRANDS: Agrees to $1.3BB Merger Deal With Cutrale-Safra
CIVIC PLAZA: Case Intradistrict Transfer
COMMUNITY HOME: Trustee Balks at BofA's Bid for Relief of Stay
CONNACHER OIL: S&P Revises Outlook to Neg. & Affirms 'CCC+' CCR
CUE & LOPEZ: Files Third Amendment to Plan of Reorganization
DALLAS ROADSTER: Wants Sanders' Expenses Cap Hiked
DETROIT, MI: Judge Rhodes Expected to Rule on Exit Plan Next Week
DETROIT, MI: Judge to Rule Nov. 7 on Plan Confirmation
DYNAVOX INC: Nov. 11 Hearing on Adequacy of Plan Disclosure
ENERGY FUTURE: Fight Over Rules for Oncor Auction Wraps Up
EXCELITAS TECHNOLOGIES: S&P Alters Outlook to Neg & Affirms B CCR
FAIRWAY GROUP: S&P Affirms B- Corp. Credit Rating; Outlook Stable
FLORENCE HOSPITAL: Blue Wolf Unit Named as Stalking Horse Bidder
GOOD BOOKS: IP Assets & Current Inventory Sold for $1.025-Mil.
GT ADVANCED: To Pay $439MM Debt to Apple Over Four Years
GT ADVANCED: Bankruptcy Professionals Disclose Ties to Apple
GT ADVANCED: Says Litigation with Apple Would Be Expensive
GTA REALTY II: Meeting of Creditors Set for Nov. 5
HAMMOND LOCAL: S&P Lowers Rating on 2010A Bonds to 'BB+'
HOLY HILL: Wants Case Caption to Reflect Correct Legal Name
HOLY HILL: Trustee Withdraws Motion for Plan Filing Extension
INNER CITY: Hearing on Case Dismissal Adjourned to Nov. 3
JAMES RIVER COAL: Taps Togut Segal as Special Bankr. Counsel
JHK INVESTMENTS: Can Access Cash Collateral Until Oct. 31
JHK INVESTMENTS: UST Wants Debtor to File Plan or Face Dismissal
KEEN EQUITIES: Seeks to Extend Exclusive Right to File Exit Plan
LAKSHMI HOSPITALITY: US Trustee to Continue '341 Meeting' Dec. 2
M/I HOMES: Fitch Rates New $350MM Sr. Unsecured Notes 'B+/RR3'
M/I HOMES: S&P Rates New $350MM Sr. Unsecured Notes 'B'
MADISON SQUARE GARDEN: Considers Breakup In Nod To Pressure
MARTIFER SOLAR: Has Until Feb. 2 to Propose Chapter 11 Plan
MARTIFER SOLAR: Affiliate Has 14 Days to Fund Committee Carve-Out
MATAGORDA ISLAND: Meeting of Creditors Adjourned to Nov. 4
MISSISSIPPI PHOSPHATES: Case Summary & 20 Top Unsecured Creditors
MORJAY REALTY: Foreclosure Auction Set for Nov. 21
MT GOX: Tokyo Bankruptcy Recognized by Canadian Court
MULTIBANK INC: Fitch Raises LT Issuer Default Rating From 'BB+'
NEW LOUISIANA: Meeting of Creditors Adjourned to Nov. 4
NEW LOUISIANA: Creditors Want Affiliates' Cases Transferred to FL
NII HOLDINGS: Files Schedules of Assets and Liabilities
OPTIMA SPECIALTY: S&P Rates $300MM Senior Secured Notes 'B'
PACIFIC RUBIALES: Fitch Affirms 'BB+' Issuer Default Ratings
PALM BEACH: Wants to Extend Term of CBRE Until August 2015
PALM BEACH: Wants Plan Solicitation Exclusivity Until Nov. 3
PLEASANT HILL: Paul Property Mgt. Wants to Buy Shopping Center
PRETTY GIRL: Gets Nod to Use JPM Cash Collateral Until Dec. 31
PRETTY GIRL: Hearing Today on Bid to Extend Exclusive Periods
PRIMUS GUARANTY: Holds Shareholders' Meeting; Mulls Liquidation
PSL-NORTH AMERICA: Has Until Dec. 15 to Remove Civil Actions
QUEBEC LITHIUM: Commenced CCAA Proceedings; KPMG Named as Monitor
RAFAEL ALMONTE RAMIREZ: Summary Judgment Bid Granted in Part
RAY WILLEY: Fails to Provide Info on Former Asylum Development
REGAL ENTERTAINMENT: To Explore Strategic Alternatives
RHODES FINANCIAL: Dec. 6 Deadline to Respond to "Plater" Suit
ROBERT MEIER: Baby Supermall CEO's Bankruptcy Case May Proceed
SCICOM DATA: Bankruptcy Court Confirms Plan of Liquidation
SMURFIT-STONE CONTAINER: Mehtas' Claim vs. Rock-Tenn Survives
SUSAN KHAURY: Facing Sanctions for Attempts to Block Sale
TODD-SOUNDELUX LLC: For Sale at Nov. 13 Bankruptcy Auction
TRI-STATE FINANCIAL: 8th Cir. Reverses Ruling on $1.19MM in Funds
TRIGEANT HOLDINGS: US Trustee Won't Appoint Creditors' Committee
TRUMP ENTERTAINMENT: Committee Taps Gibbons as Co-Counsel
TRUMP ENTERTAINMENT: Wants to Hire Ernst & Young as Auditors
TRUMP ENTERTAINMENT: Taj Mahal Stays Open Pending State Help
VERSO PAPER: Mill in Bucksport May be Forced Into Chapter 11
WASH MULTIFAMILY: S&P Assigns 'B-' Rating on $50MM Term Loan
WEST TEXAS GUAR: Confirmation Hearing Scheduled for Nov. 20
WEST TEXAS GUAR: Plan Funding and Support Agreement Approved
* Suits Contend Consultant Misled Detroit Pension Plans
*********
412 BOARDWALK: Bankruptcy Case Survives Dismissal Bid
-----------------------------------------------------
Bankruptcy Judge Jerry A. Funk in Jacksonville, Florida, denied
the request of ARS Investors I LP-2011-1 Jax to dismiss the
Chapter 11 cases of 412 Boardwalk, Inc. and 422 Boardwalk, Inc.
Among other things, ARS claims that the Debtors' failure to pay
property taxes for years 2009, 2010, 2012 and 2013 evidences the
Debtors have grossly mismanaged the estate.
Judge Funk noted that the Debtors owe significant property taxes
to the Duval County Tax Collector. The Debtors, however, claim
that their plan of reorganization will provide for payment of the
outstanding prepetition property taxes over a 60-month period
post-confirmation.
Since the bankruptcy proceedings began, the Debtors have drafted
and filed a plan of reorganization and have maintained property
insurance. The Debtors have also been paying adequate protection
payments to ARS pursuant to the Court's order. There is no
evidence of mismanagement, let alone gross mismanagement, post-
petition, Judge Funk said.
A copy of the Court's October 24, 2014 Findings of Fact and
Conclusions of Law is available at http://is.gd/wd81uUfrom
Leagle.com.
412 Boardwalk, Inc. is a for-profit Florida corporation that owns
commercial property located at 412 1st Street North in
Jacksonville Beach, Florida. The 412 Property consists of a
13,983 square foot site improved with an 8,997-square foot
restaurant and bar, The Pier Cantina and Sandbar. 422 Boardwalk
Inc. owns two lots in Jacksonville Beach.
412 Boardwalk and affiliate 422 Boardwalk filed for Chapter 11
bankruptcy (Bankr. M.D. Fla. Case Nos. 14-01847 and 14-01848) on
April 18, 2014. Bradley R Markey, Esq., at Thames Markey &
Heekin, P.A., serves as the Debtors' counsel.
412 Boardwalk listed $1.68 million in assets and $3.45 million in
liabilities. 422 Boardwalk listed $1.82 million in assets and
$2.89 in liabilities. The petitions were signed by Chris
Hionides, president.
56 WALKER: Court Enters Final Decree Closing Case
-------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York entered a final decree closing the
Chapter 11 case of 56 Walker LLC.
As reported in the Troubled Company Reporter on Oct. 9, 2014,
according to the Debtor, by order dated Jan. 29, 2014, the Court
confirmed the Debtor's Second Amended Plan of Reorganization.
On Aug. 11, the Court entered an order fixing and allowing secured
claims and authorizing distributions under Debtor's Third Amended
Liquidating Chapter 11 Plan which authorized distributions to
creditors, subject to a subsequent Court approval of the Debtor's
settlement with Project 56 Walker, LLC regarding the disputed
$1,700,000 sale proceeds reserve.
On Aug. 27, the Court approved the settlement with Project 56
Walker, LLC, thereby authorizing the disbursing agent to
effectuate the Plan distributions in accordance with the Plan
distribution order.
In this relation, the Debtor submitted that substantial
consummation of the Plan has now occurred. On or about Aug. 28,
DDWWW as disbursing agent for the Debtor, pursuant to the Plan,
made distributions to allowed holders of Administrative, Class 1,
2, and 3 Claims in accordance with the terms of the Plan
distribution order. On Sept. 12, the disbursing agent made
distributions to Class 4 Unsecured Creditors in accordance with
the Plan distribution order.
About 56 Walker LLC
56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt. The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.
Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper. Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.
The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.
On Jan. 29, 2014, Judge Allan L. Gropper of the U.S. Bankruptcy
Court for the Southern District of New York confirmed the Debtor's
Third Amended Liquidating Chapter 11 Plan, which contemplates the
sale of the Debtor's building at 56 Walker Street in the Tribeca
section of Manhattan for $18 million.
No trustee, examiner or creditors committee has been heretofore
appointed in this proceeding.
ABACO ENERGY: S&P Assigns 'B-' CCR & Rates $175MM Term Loan 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
CREDIT RATING to Houston-based Abaco Energy Technologies LLC. The
outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating (one
notch above the corporate credit rating) to Abaco's proposed $175
million term loan due 2019. The recovery rating is '2',
indicating expectations of substantial (70% to 90%) recovery in
the event of a payment default.
Abaco will use proceeds from the offering to partially fund the
$360 million acquisition of Basin Tools Inc. Abaco is a portfolio
company of Riverstone Holdings LLC formed to acquire and develop
energy manufacturing and services businesses in North America.
The ratings on Abaco reflect S&P's view of the company's
"vulnerable" business risk and "highly leveraged" financial risk
profiles, and S&P's assessment of liquidity as "adequate". "These
assessments reflect Abaco's small size and scale of operations,
limited product and geographic diversity, and exposure to volatile
drilling levels of the exploration and production industry," said
Standard & Poor's credit analyst Michael Tsai. "These factors are
partially offset by the company's growing position within the
niche power sections business within the downhole equipment space,
strong profitability margins, and financial measures that should
be well within our expectations for the rating in the near term."
Additionally, Abaco has low maintenance capital spending
requirements which we expect will allow it to generate free cash
flow for debt reduction.
S&P views Abaco's business risk profile as vulnerable. Abaco is
an independent manufacturer of power section components used in a
mud motor in oil and gas wells, primarily in directional drilling
applications. The company has a narrow product line, specializing
in the manufacturing of rotors and stators, relining of existing
stators with engineered elastomer, and tungsten carbide coating
for oilfield services equipment. Rotors and stators are a part of
every mud motor and provide the power to turn the drill bit at a
higher rate than the drill string. Abaco benefits from moderate
geographic diversity with primary markets in the Permian Basin,
Bakken, and Eagle Ford Shale. However, its small scale of
operations and concentrated revenues derived entirely from the
cyclical oil and gas exploration & production industry constrains
its business risk profile. If crude oil prices were to
substantially fall beyond S&P's 2015 price assumption of $80 per
barrel West Texas Intermediate (WTI), drilling activity and
resulting demand for Abaco's products would likely materially
decline.
The stable outlook reflects S&P's expectation that Abaco's credit
measures will remain healthy for the rating and that it maintains
adequate liquidity.
S&P could consider an upgrade if Abaco can increase its scale of
operations and improve its revenues and EBITDA to levels more
consistent with a 'B' rating.
S&P could consider a downgrade if it assess the company's
liquidity as "less than adequate." This could occur if there was
a downturn in drilling activity over the next 12 to 18 months,
impairing free cash flows and further stretching the company's
working capital.
AKBARI-SHAMIRZADI: Fails to Confirm Chapter 11 Plan
---------------------------------------------------
Nancy Akbari-Shamirzadi's bid to exit Chapter 11 bankruptcy
protection (Bankr. D. N.M. Case No. 11-15351) suffered a setback
after Bankruptcy Judge David T. Thuma in New Mexico rejected her
Chapter 11 plan.
Akbari-Shamirzadi filed the plan of reorganization on Aug. 13,
2014. The Court approved the Debtor's disclosure statement on
August 15, 2014 and the Plan was sent to creditors for voting.
At the same time a competing plan, filed by the Estate of Jacoby,
was sent out for voting.
Akbari-Shamirzadi's Plan has six classes of claims:
Class Description Impaired/Unimpaired
----- ----------- -------------------
Class 1 Secured Claims Impaired
Class 2 Priority Claims Not specified
Class 3 Small general
unsecured Impaired
claims (less than
$10,000)
Class 4 Estate of Jacoby claim Asserts that the claim
is unimpaired, but in
fact the claim is impaired
Class 5 General unsecured Impaired
claims
Class 6 Debtor's interest in Unimpaired
the estate
After balloting and solicitation of votes, the Debtor received
only one vote on her Plan: DB Servicing Corp (for Discover credit
cards), the holder of a $15,017.13 Class 5 claim, voted against
the Plan.
In her Schedule F, the Debtor listed 32 general unsecured claims,
totaling $1,176,335.18. These can be broken down as follows:
Class Number of creditors Total claim amount
----- ------------------- ------------------
Class 3 22 $36,375.21
Class 4 1 $866,000.00
Class 5 9 $273,959.97
The Estate of Jacoby did not vote but objected to the Plan.
According to Judge Thuma, there are a number of problems with the
Plan. The Plan provides that the Estate of Jacoby's claim is
unimpaired, when it is obvious that the claim is impaired. Because
of the incorrect assertion about impairment, the Estate of Jacoby
was not given the chance to vote.
Also there is no provision for treating Class 2 priority claims.
If any priority claims were filed, it would be impossible to know
how they would be paid.
The treatment of administrative expenses is contrary to the
requirement of Sec. 1129(a)(9)(A) that the expenses be paid in
full on the effective date. The Plan provides that administrative
expense claims would be paid from the net proceeds of estate
property that is to be sold.
A copy of the Court's October 22, 2014 Memorandum Opinion is
available at http://is.gd/niAwwVfrom Leagle.com.
ANESTHESIA HEALTHCARE: Northstar Term Sheet Provisions Approved
---------------------------------------------------------------
U.S. Bankruptcy Judge Wendy L. Hagenau authorized Anesthesia
Healthcare Partners, Inc., et al., to proceed with negotiations
with Northstar Anesthesia, PA, towards a final asset purchase
agreement subject to the Court's approval.
According to the Debtor, only one buyer, Northstar, has come
forward with a credible interest in acquiring the property for
$3,500,000. Northstar has substantiated its interest in the
property by providing the detailed sale term sheet.
The Court also approved provisions of the term sheet which
embodies proposed terms for sale to Northstar or its designees of
certain of the Debtors' contracts and contractual rights'
associated with the provision of anesthesia management services by
Debtors.
The terms are specifically designated as:
1. "Conduct of Business" provision, which states that the
Debtors must continue to use commercially reasonable efforts to
carry on the business of the Debtors in the ordinary course during
the sale process;
2. "Reimbursement of Expenses" provision, which provides that
the Debtors will reimburse Northstar's out-of-pocket expenses
relating to the potential purchase of the property of up to
$125,000, payable upon the earlier of (a) any breach of the sale
term sheet by seller or termination of the purchase agreement due
to a breach thereof by the seller or (b) any bidder other than
Northstar being declared the winning bidder at the auction,
as described in the provision;
3. "No Shop" provision, which provides Northstar with a 24-day
window during which the Debtors will not solicit or negotiate
offers with respect to the property from other potential
purchasers;
4. "Governing Law" provision which provides that the sale
term sheet is governed by New York law; and
5. "Confidentiality" provision which provides certain
confidentiality protections for the benefit of Northstar.
A list of the terms of sale is available for free at:
http://bankrupt.com/misc/AnesthesiaHealt_sale_motion.pdf
About Anesthesia Healthcare
Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter
11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on
May 15, 2014. The case is assigned to Judge Wendy L. Hagenau.
The Debtor is represented by Theodore N. Stapleton, Esq., at
Theodore N. Stapleton, P.C., in Atlanta.
Sean Lynch of Suwannee, Georgia, the CEO of the company, owns
100% of the common stock. In its schedules, the Debtor listed
$19,632,440 in total assets and $11,827,716 in total liabilities.
APPALACHES RESOURCES: Lascaux Resources Agrees to Forbear Defaults
------------------------------------------------------------------
Appalaches Resources Inc. on Oct. 27 disclosed that it has
executed with principal lender, Lascaux Resources Capital Fund 1
LP, a Forbearance Agreement pursuant to which Lascaux agrees to
forbear all currently outstanding defaults of the Corporation as
of October 9, 2014 pursuant to the various agreements executed by
the Corporation with Lascaux. Pursuant to the Agreement, subject
to certain terms and conditions, Lascaux agrees to forbear the
Corporation's obligations until January 15, 2015 in order to
enable the Corporation to find additional financing with a view to
restart the operations at the Dufferin Mine. In conjunction with
the Agreement, Lascaux has also agreed to support the operations
at the Dufferin Mine with a secured short term working capital
facility that may be used to cover the necessary care and
maintenance costs of the Dufferin Mine as well as potentially
other costs associated with restarting the operation and
maximizing value. Funds will be made available on an as-needed
basis up a maximum amount of $1,000,000 and the facility will bear
interest at the annual rate of 13% on funds actually advanced. In
consideration for the execution by Lascaux of the Agreement, the
Corporation has agreed to pay to Lascaux forbearance and
monitoring payment of $100,000 and to pay its fees and
disbursements.
The Corporation is confident that, following this support by
Lascaux of the care and maintenance plan of the Dufferin Mine with
the objective to restart the operations, it will be able in the
next following weeks to find additional sources of financing.
About Ressources Appalaches
Since it was created in 1994, the goal of Ressources Appalaches --
http://www.ressourcesappalaches.com-- has been to discover and
develop deposits of base and precious metals in Canada with an
expertise targeted towards the Appalachian geological formation in
Qu'bec and Nova Scotia. The Company is mainly focused on the
exploration and development of the Dufferin Gold Mine in Nova
Scotia.
ARIZONA LA CHOLLA: Nov. 25 Hearing on Adequacy of Plan Outline
--------------------------------------------------------------
U.S. Bankruptcy Judge Scott H. Gan will convene a hearing on Nov.
25, 2014, at 1:30 p.m., to consider adequacy of information in the
Dislosure Statement explaining Arizona La Cholla, L.L.C.
Objections, if any, are due five business days prior to the
hearing date.
As reported in the TCR on Oct. 6, 2014, the Debtor filed with the
Bankruptcy Court its Plan of Reorganization dated Sept. 30, 2014,
and accompanying Disclosure Statement.
Under the Plan, Claims against the Debtor are divided into six
Classes:
* Class 1: Administrative claims;
* Class 2: Claim of Pima County Treasurer, Beth Ford;
* Class 3: Claim of Secured Creditor TFCU;
* Class 4: General Unsecured Claims;
* Class 5: Claim of Steven L. Nannini; and
* Class 6: Claims of the Debtor's Members.
All Classes are impaired under the Plan except Classes 1, 2 and 4.
All impaired classes of claims and classes of interest will
receive the distributions under the Plan.
The Debtor owns 166,835 square feet of real property located at
the southwest corner of La Cholla Boulevard and Magee Road in
Tucson ("Main Parcel"), and approximately 16,117 square feet of
real property, fronting on Magee Road (the "Bubble Piece").
Upon approval of the Plan, the Debtor would transfer the Main
Parcel to Tucson Federal Credit Union by deed in lieu of
foreclosure and would transfer the Bubble Piece to TCFU by
quitclaim deed. TCFU would accept the Debtor's conveyance of the
two Parcels as payment in full of and satisfaction of all
obligations comprising the TFCU Loan, including all obligations of
Nannini and ALC regarding the Note, the Deed of Trust, and the
Real Property.
As of the date of the Disclosure Statement, the balance due TFCU
under the Note is $2,059,504. All claims for that amount and or
any other claims of any type and kind of TFCU against Nannini and
ALC are deemed paid pursuant to the Plan and finally and
definitively satisfied.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/ArizonaLaCholla_DS.pdf
About Arizona La Cholla
Arizona La Cholla, L.L.C., filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-10254) on July 2, 2014. Steven L.
Nannini signed the petition as manager. The Debtor estimated
assets and liabilities of at least $10 million. Altfeld &
Battaile P.C. serves as the Debtor's counsel.
AUTOMATED BUSINESS: PNC Wants Plan Voting Extended Until Nov. 14
----------------------------------------------------------------
PNC Bank, National Association, as administrative agent and
lender, asks the Bankruptcy Court to extend until Nov. 14, 2014,
the time to vote on, and object to, Automated Business Power,
Inc.'s Second Amended Plan of Reorganization.
According to PNC, the Debtors Plan is scheduled for a Dec. 17,
2014 confirmation hearing. The Court established Nov. 4, as the
deadline for creditors to (i) vote to accept or reject the Plan,
and (ii) object to the Plan.
PNC has obtained leave to examine Eyal Halevy pursuant to
Bankruptcy Rule 2004. Mr. Halevy is to produce documents by
Oct. 31, and the examination is scheduled for Nov. 7.
PNC said that the Court must extend the Nov. 4 deadline as to PNC
and the lenders only, for the lenders to have the benefit of the
information from Mr. Halevy's examination prior to voting on the
Plan, and filing any objections.
The Amended Plan contains changes necessitated by Court Orders in
connection with hearings held on Sept. 17, 2014, and agreements
reached between the Debtors and certain creditors. Following that
hearing, on Sept. 25, the Court authorized the transmittal of
conditionally approved Disclosure Statement and the Court fixed
the times for filing objections to Plan and acceptances or
rejections of the Plan. The Court also authorized the Plan
Sponsor to solicit acceptances and rejections of the Plan based
upon the conditionally approved Disclosure Statement.
In the Sept. 25 order, the Court fixed Nov. 4, 2014, as the last
day for filing and serving written objections to the conditionally
approved Disclosure Statement or confirmation of the Plan. Nov. 4
is also fixed as the last day for filing written acceptances or
rejections of the Plan.
Under the Plan, the Debtors designate these Classes of Claims and
Interests:
* Class 1. Class 1 consists of the Allowed Secured Claim of
PNC Bank;
* Class 2. Class 2 consists of Allowed Unsecured Claims of
Halevy pursuant to the Automated Business Holding Co. Note;
* Class 3. Class 3 consists of all other general unsecured
claims; and
* Class 4. Class 4 consists of all Interests held in the
Debtors.
The funds necessary to implement the Plan will be generated from,
among other things, (i) Cash Receipts from Operations; and (ii)
the acquisition by the Debtors of new financing in an amount
sufficient to pay the Class 1 Claim in full and, if possible, also
the Allowed Class 2 Claim and Allowed Class 3 Claims.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/AutomatedBusiness_2ndAmdDS.pdf
About Automated Business Power
Military supplier Automated Business Power, Inc., and Automated
Business Power Holding Co. filed their Chapter 11 petitions
(Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013.
Automated Business Power has been engaged in the design and
production of advanced filed deployable uninterruptible power
supplies, AC-to-DC power supplier, DC-to-DC converters,
uninterruptible power systems, Power/Voice/Data cases, speakers,
speaker/voice systems and ancillary equipment tactical
transceivers, power amplifiers, SATCOM, and other communications
equipment.
The petitions were signed by Daniel Akman as president. The
Debtors estimated assets of at least $50 million and liabilities
of at least $10 million.
The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C. The Debtor tapped Dickinson
Wright and Michael R. Holzman as Special ESOP Plan Counsel.
PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle
Tancredi, Esq., at Gebhardt & Smith LLP.
AZIZ CO: Further Amends Schedules of Assets and Liabilities
-----------------------------------------------------------
Aziz Convenience Stores, LLC, filed on Oct. 10, 2014, amended
schedules of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $30,840,000
B. Personal Property $3,226,048
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $35,703,236
E. Creditors Holding
Unsecured Priority
Claims $78,668
F. Creditors Holding
Unsecured Non-Priority
Claims $4,000,216
----------- -----------
Total $34,066,048 $39,782,120
A copy of the amended schedules is available for free at
http://bankrupt.com/misc/AZIZCONVENIENCE_114_amendedsal.pdf
As Troubled Company Reporter on Oct. 2, 2014, in an amended
schedules the Debtor disclosed total assets of $34,066,048 and
total liabilities of $39,782,120.
As reported in the TCR on Aug. 6, 2014, the Debtor disclosed in a
prior iteration of the schedules total assets of $19,100,000, and
total liabilities of $35,100,000.
About Aziz Convenience
Aziz Convenience Stores, L.L.C., owner of convenience stores with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on
Aug. 4, 2014, without stating a reason.
The Debtor owns properties in Mission, San Juan, Pharr, McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg,
all in Texas. It appears that none of the Debtor's convenience
stores are on leased property as the schedule of unexpired leases
only shows the contract with Valero LP.
The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas. For his legal services, Mr. Csabi agreed to
accept $65,000 from the Debtor, with the $12,500 already paid
prepetition.
BUILDING MATERIALS: S&P Rates $1.1BB Sr. Unsecured Notes 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating to Wayne, N.J.-based Building Materials Corp. of America's
proposed $1.1 billion senior unsecured notes due 2024 based on
preliminary terms and conditions. S&P assigned a recovery rating
of '3' to these notes, indicating that investors can expect
meaningful recovery (50% to 70) on these notes in the event of a
default. S&P understands that the company will use proceeds from
the proposed notes to refinance existing debt.
The corporate credit rating on the company is 'BB+'. The outlook
is stable.
"The corporate credit rating on BMCA reflects our expectations for
improving operating results in the company's roofing products
business driven by better-than-expected conditions in the
commercial construction markets," said Standard & Poor's credit
analyst Maurice Austin.
The ratings reflect BMCA's "satisfactory" business risk profile
that incorporates the company's long-term customer relationships,
its position as one of the largest North American producers of
roofing shingles, its nationwide footprint, and the relatively
stable level of demand for roof replacement and repair (given the
less-discretionary nature of these end markets). The satisfactory
business risk profile also reflects BMCA's history of consistent
profitability and its low-cost manufacturing operations.
The stable rating outlook on Building Materials Corp. of America
reflects Standard & Poor's expectation that the company's leverage
will remain strong for its significant financial risk profile in
the next year or two, as earnings and EBITDA benefit somewhat from
a gradually improving U.S. economy. S&P believes that in an
environment of increased employment and greater consumer
confidence, consumers are more likely to catch up on deferred roof
replacements. However, because homebuilders' demand for roofing
shingles is divided among four major manufacturers, the overall
impact on BMCA is likely to be marginal.
Nevertheless, given S&P's expectation of a gradually improving
U.S. economy, it expects BMCA to generate significant cash flow
and maintain pro forma leverage of about 2x to 2.5x (after
adjusting for surplus cash) and FFO to debt of about 25%. While
debt to EBITDA of 2.5x is strong relative to S&P's significant
financial risk assessment, FFO to debt in the 20% to 30% range is
in line with a significant financial risk. (Note: BMCA is
privately owned and does not publicly disclose financial
information.)
S&P considers a downgrade unlikely, given the expected modest
improvement in the company's operating environment over the next
12 to 24 months. However, S&P could lower the rating if roof
replacement demand deteriorates significantly or if profitability
declines because of raw material and energy cost increases or
severe price competition that results in BMCA's forecast EBITDA
declining more than 50%, causing leverage to exceed 3.5x on a
sustained basis. Similarly, S&P would consider lowering the
ratings if BMCA takes aggressive financial actions, such as debt-
financed shareholder distributions or acquisitions that result in
a longer-term increase in its debt leverage.
S&P could potentially upgrade BMCA to investment grade if it
become comfortable that the company is committed to policies
consistent with an investment-grade profile, including maintaining
debt leverage of 2x to 3x or less and FFO to debt greater than 30%
over the long term given its private ownership, lack of
independent board, and past history of substantial dividends.
CARRIZO OIL: S&P Rates New $250MM Sr. Unsecured Notes 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Carrizo Oil & Gas Inc.'s proposed $250 million senior
unsecured notes due 2020. The recovery rating on the notes is
'5', indicating S&P's expectation of modest (10% to 30%) recovery
in the event of a payment default. The 'B+' corporate credit
rating on Carrizo and stable outlook are unaffected.
Carrizo intends to use the net proceeds from the proposed offering
to fund the $250 million acquisition of oil and gas properties in
the Eagle Ford Shale.
The ratings on Carrizo continue to reflect S&P's view of the
company's "weak" business risk and "significant" financial risk.
These assessments reflect Carrizo's participation in the highly
cyclical and capital intensive exploration and production industry
and the company's modest reserve and production size, offset by
its healthy profitability. The ratings also reflect S&P's
expectation that capital spending will exceed operating cash flows
over the next two years, although leverage will remain moderate
due to increased production and cash flow generation. S&P applies
a downward adjustment of one notch for comparable rating analysis
due to Carrizo's smaller proved reserves and production base
relative to 'BB-' rated peers.
RATING LIST
Carrizo Oil & Gas Inc.
Corporate credit rating B+/Stable/--
New Ratings
Carrizo Oil & Gas Inc.
$250 mil sr unsecd nts due 2020 B
Recovery rating 5
CB HOLDING: Buyer Wins Summary Judgment in Ex-Manager's Suit
------------------------------------------------------------
District Judge F. Dennis Saylor granted, in part, and denied, in
part, the motion for summary judgment filed by Capitol BC
Restaurants LLC, dba Bugaboo Steakhouse, in a sex discrimination
lawsuit filed against it.
Plaintiff Caryn Bennett was employed as the general manager of the
Bugaboo Creek Steakhouse in Braintree, Massachusetts. She became
pregnant and took a leave of absence. While she was on leave, the
corporate owner of the restaurant filed for bankruptcy and was
bought by Capitol. Later Capitol fired all of the restaurant's
employees. It then rehired many of them, but did not rehire
Bennett. Bennett brought suit against Capitol, alleging that she
was fired and not rehired because of her pregnancy in violation of
state and federal anti-discrimination law.
In 2010, the corporate owner of BCS filed for Chapter 11
bankruptcy in the U.S. Bankruptcy Court for the District of
Delaware. On March 11, 2011, the sale of BCS's 12 restaurants to
Capitol was approved by the bankruptcy court. The sale was
finalized on April 21, 2011. Under the sale, Capitol bought BCS's
restaurants free of any claims or liabilities relating to the
employment or termination of employees. Capitol laid off all of
BCS's employees effective April 21.
A copy of the Court's Oct. 23 Memorandum and Order is available at
http://is.gd/WDLKrIfrom Leagle.com.
The case is, CARYN BENNETT, Plaintiff, v. CAPITOL BC RESTAURANTS,
LLC, d/b/a Bugaboo Steakhouse, Defendant, Civil No. 13-10290-FDS
(D. Mass.).
Capitol BC Restaurants, LLC, doing business as Bugaboo Steakhouse,
Defendant, is represented by:
Ira Saxe, Esq.
CROWELL & MORING LLP
590 Madison Avenue, 20th Floor
New York, NY 10022-2544
Tel: 212-895-4230
E-mail: isaxe@crowell.com
About CB Holding
New York-based CB Holding Corp. operated 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office
Beer Bar and Grill restaurants when it filed for bankruptcy
protection. The Company closed 47 locations before filing for
Chapter 11.
CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.
After filing for Chapter 11, CB Holding sold 20 Charlie Brown's
locations for $9.5 million. The 12 remaining Bugaboo Creek stores
realized $10.05 million while the seven The Office Restaurants
produced $4.675 million.
Joel H. Leviton, Esq., Stephen J. Gordon, Esq., Richard A.
Stieglitz Jr., Esq., and Maya Peleg, Esq., at Cahill Gordon &
Reindel LLP, in New York; and Mark D. Collins, Esq., Christopher
M. Samis, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware, assist the Debtors in
their restructuring effort. The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles; and Bradford J. Sandler, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, represent the
Official Committee of Unsecured Creditors.
CB Holding estimated its assets at $100 million to $500 million
and debts at $50 million to $100 million. At the outset of the
Chapter 11 case, the lenders were owed $70.2 million.
The Debtor completed sales of the three branches of the business
between April and July 2011, generating $20 million after payment
of costs to run the Chapter 11 process.
CHIQUITA BRANDS: Agrees to $1.3BB Merger Deal With Cutrale-Safra
----------------------------------------------------------------
Chiquita Brands International Inc. and the Cutrale-Safra group on
Oct. 27 announced a definitive merger agreement, wherein Cutrale-
Safra will acquire all outstanding common shares of Chiquita for
$14.50 per share in cash.
The deal has been unanimously approved by the Chiquita Board of
Directors.
The transaction combines Chiquita, one of the leading fresh
produce companies, with Cutrale Group, one of the world's most
highly regarded agribusiness and juice companies, and the Safra
Group, a leading global financial services firm with a strong
track record of successful investments.
Cutrale-Safra stated: "We are pleased to make this long-term
investment in Chiquita, one of the leading fresh produce companies
in the world. It has impressive brand loyalty and recognition
through its Chiquita and Fresh Express brands, providing the
company with a strong competitive edge in the growing worldwide
demand for high-quality fresh fruits and salads. Cutrale-Safra is
committed to supporting Chiquita as it continues to build out the
strength of its franchises. To ensure Chiquita has the premier and
most sustainable platform in its sector, Chiquita will be able to
access Cutrale- Safra's substantial experience in all aspects of
the fruit and juice value chain and extensive financial expertise.
Chiquita will be able to take advantage of the vast knowledge of
the Cutrale Group in farming, processing, technology, sourcing,
distribution, logistics and marketing. Furthermore, the Safra
Group's highly regarded global reputation for business and
investment success, its knowledge of market conditions around the
world, and its long term relationships internationally all can add
value to Chiquita and further enhance its prospects. Cutrale-Safra
is confident that Chiquita will have the capabilities necessary to
grow its business and benefit its stakeholders, including
employees, business partners, customers, distributors and
suppliers. We look forward to working together with the Chiquita
employees to build further on Chiquita's success."
"This transaction demonstrates our Board's commitment to
maximizing shareholder value and underscores the significant
progress Chiquita has achieved over the past couple of years in
our financial and operational performance," said Ed Lonergan,
Chiquita's Chief Executive Officer. "We are pleased with the
substantial value and significant all-cash premium we have
delivered through this exciting agreement with the Cutrale Group
and the Safra Group. Through the due diligence process, we
developed a tremendous amount of respect for the entire Cutrale-
Safra team, especially their knowledge and understanding of global
agribusiness, shipping and manufacturing. Chiquita and Fresh
Express are some of the most recognizable brands in the sector,
and we are confident that Cutrale-Safra will be good stewards of
the business moving forward. We look forward to working with
Cutrale-Safra to ensure a smooth transition and complete the
transaction as expeditiously as possible. We would once again like
to express our sincere gratitude to Chiquita's employees around
the world for their hard work and dedication on behalf of Chiquita
and our customers."
The $14.50 per share consideration to be received by Chiquita
shareholders represents a 33.8% premium to Chiquita's closing
price on March 7, 2014, the last trading day prior to the
announcement of Chiquita's transaction with Fyffes plc. The
transaction is valued at approximately $1.3 billion, including the
assumption of Chiquita's net debt.
The New York Times DealBook reported that the buyers will pay
$14.50 a share, or about $680 million, to take Chiquita private.
The merger agreement between Cutrale-Safra and Chiquita provides
for Cutrale-Safra to commence a tender offer and following the
closing of the tender offer to acquire all remaining shares
through a merger. The transaction is not subject to any financing
conditions.
The transaction is subject to the satisfaction of customary
closing conditions and regulatory approvals and is expected to
close by the end of the year or early 2015. Following the close of
the transaction, Chiquita will become a wholly owned subsidiary of
the Cutrale-Safra group, and remain incorporated in New Jersey.
Chiquita shareholders rejected the Company's acquisition of
Fyffes, an Irish produce distributor, last week. NY Times noted
that Chiquita will have to pay Fyffes a multimillion-dollar
termination fee.
Chiquita Brands (NYSE: CQB) -- http://www.chiquita.com/-- is an
international marketer and distributor of food products.
* * *
The March 17, 2014 edition of The Troubled Company Reporter
reported that Standard & Poor's Ratings Services revised its
rating outlook on Chiquita Brands International Inc. to positive
from stable. At the same time, S&P affirmed the 'B' corporate
credit rating, 'B' senior secured debt rating, and 'CCC+'
unsecured debt rating on the company.
The TCR, on Jan. 30, 2014, reported that Moody's Investors Service
changed the rating outlook for Chiquita Brands International Inc.
to stable from negative while affirming all ratings of the
company, including its B2 Corporate Family Rating (CFR) and B2-PD
Probability of Default Rating (PDR). Moody's also affirmed the
company's SGL-3 liquidity rating. The change in the outlook to
stable reflects Moody's expectation for continued improvement in
Chiquita's credit metrics, which have recently benefitted from
margin improvement largely as a result of cost saving initiatives.
The Aug. 14, 2014, edition of the TCR reported that Moody's
Investors Service views the proposed non-binding all cash bid from
Cutrale Group and Safra Group to acquire Chiquita Brands
International, Inc. favorably but it does not impact Chiquita's B2
CFR or developing outlook.
The TCR, on Oct. 13, 2014, reported that S&P revised its rating
outlook on Chiquita to developing from positive. At the same
time, S&P affirmed its 'B' corporate credit rating on the company.
In addition, S&P affirmed the 'B' rating on the company's senior
secured notes due 2021. The recovery rating remains '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
in the event of a payment default. S&P also affirmed its 'CCC+'
rating on the company's unsecured convertible senior notes due
2016. The recovery rating remains '6', indicating S&P's
expectation for negligible (0% to 10%) recovery in the event of a
payment default.
CIVIC PLAZA: Case Intradistrict Transfer
----------------------------------------
Debtor: The Civic Plaza, LLC
PO Box 1292
Twain Harte, CA 95383
Case No.: 14-91454
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: October 22, 2014
Date of Intradistrict Transfer: October 24, 2014
Court: United States Bankruptcy Court
Eastern District of California (Modesto)
Judge: Hon. Ronald H. Sargis
Debtor's Counsel: Anthony Hughes, Esq.
HUGHES FINANCIAL LAW
1395 Garden Highway, Ste. 150
Sacramento, CA 95833
Tel: 916-485-1111
Email: Attorney@4851111.com
Total Assets: $1.25 million
Total Liabilities: $959,770
The petition was signed by John-Pierre Mendoza, managing member.
A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/caeb14-91454.pdf
COMMUNITY HOME: Trustee Balks at BofA's Bid for Relief of Stay
--------------------------------------------------------------
Kristina M. Johnson, Chapter 11 trustee for Community Homes
Financial Services, Inc., objected to Bank of America, N.A.'s
motion for relief from automatic stay.
The Trustee denies the allegations that BOA is not being
adequately protected, that that the property is not necessary to
effectuate the Debtor's rehabilitation, and that it would be
unfair and inequitable to delay the foreclosure by BOA.
According to the Trustee, BofA has not presented any evidence of
the value of the subject property which would allow the trustee
and the Court to determine whether or not there exists any equity
that may benefit the Debtor.
On Oct. 6, 2014, BofA filed a motion for an order for relief from
the automatic stay to pursue relief as to the borrowers, Joshua D.
Outhier and Stephanie Outhier. BofA alleged that it is not
adequately protected, that the subject property is not necessary
to effectuate the Debtor's rehabilitation
BofA is represented by:
LAW OFFICES OF JOHN D. MOORE, P. A.
John D. Moore, Esq.
Melanie T. Vardaman, Esq.
301 Highland Park Cove, Suite B (39157)
P.O. Box 3344
Ridgeland, MS 39158-3344
Tel: (601) 853-9131
Fax: (601) 853-9139
Tel: john@johndmoorepa.com
melanie@johndmoorepa.com
About Community Home
Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers. CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee. The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.
The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter 11 counsel. Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by Derek A. Henderson, Esq.,
in Jackson, Miss. In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.
On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11
Trustee for the Debtor. Jones Walker LLP serves as counsel to the
Chapter 11 trustee, while Stephen Smith, C.P.A., acts as
accountant.
* * *
On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013. In the first quarter of 2014, the Court entered an order
holding in abeyance the (i) confirmation of the Debtor's Chapter
11 Plan; and (ii) the objection and amended objection to the
confirmation of Plan pending further Court order.
CONNACHER OIL: S&P Revises Outlook to Neg. & Affirms 'CCC+' CCR
---------------------------------------------------------------
Standard & Poor's Rating Services said it revised its outlook on
Calgary, Alta.-based Connacher Oil And Gas Ltd. to negative from
stable. At the same time, S&P affirmed its 'CCC+' long-term
corporate credit rating, and 'B' debt issue rating on the
company's rated debt. The recovery rating on the company's debt
remains unchanged at '1', indicating S&P's expectation of very
high (90%-100%) recovery under S&P's simulated default scenario.
The outlook revision reflects S&P's expectation that Connacher's
liquidity position will weaken in the upcoming 12 months, based on
S&P's revised West Texas Intermediate price assumptions for 2015
and 2016. "Under our hydrocarbon price and differential
assumptions, the company's internal cash flow generation would be
insufficient to fund its financing charges and minimum maintenance
capital spending requirements," said Standard & Poor's credit
analyst Michelle Dathorne.
At this price level, Connacher would be unable to fund its
sustaining capital. The resulting decreasing production levels
and operating cash flow would generate increasing negative free
operating cash flow, which S&P do not believe the company will be
able to fund.
Standard & Poor's derives its 'CCC+' corporate credit rating on
Connacher from these:
-- Its "vulnerable" business risk and "highly leveraged"
financial risk profile assessments of the company; and
-- The application of its 'CCC' criteria in light of
Connacher's diminishing liquidity position, negative
forecast funds from operations, and weak profitability
metrics, which S&P believes compromise the company's ongoing
viability.
The ratings on Connacher reflect Standard & Poor's view of the
company's high full-cycle costs, weak profitability, and
overleveraged balance sheet. Although S&P believes the very long
reserve life index inherent in its steam-assisted gravity drainage
(SAGD) resource base provides good visibility to long-term organic
reserves and production growth, Connacher's diminishing liquidity
and constrained access to external funding does not allow the
company to exploit the potential of these assets.
Connacher is an oil-sands-focused exploration and production
company producing bitumen using SAGD technology. It holds a 100%
interest in approximately 98,000 acres of oil sands leases in the
Great Divide region near Fort McMurray, Alta. The company's first
10,000 barrel-per-day (bbl/d) SAGD oil sands project (Pod One)
commenced commercial production in March 2008, and its second
10,000 bbl/d SAGD project (Algar) began producing in Aug. 2010.
The negative outlook reflects Standard & Poor's view that
Connacher's financial position is becoming increasingly uncertain,
given its constrained liquidity position and reliance on strong
crude oil prices, to generate sufficient EBITDA that will cover
its financing charges and maintenance capital spending. In S&P's
view, the company cannot sustain its operations under its current
crude oil price assumptions for 2015 and 2016. In the absence of
securing additional external funding, production levels and cash
flow generation will not be sufficient to maintain production at
S&P's 2015 forecast levels.
If Connacher's liquidity continues to deteriorate, and S&P
envisions a specific event of default in the next 12 months, it
would lower the rating to 'CCC'. These scenarios include, but are
not limited to, a near-term liquidity crisis, violation of
financial covenants, or the company's consideration of a
distressed exchange offer or redemption in the next 12 months.
S&P does not believe Connacher's current SAGD operations, with its
total 20,000 bbl/d design capacity, will generate sufficient
internal cash flow to fund organic growth, so the company will
need to secure significant external equity funding to improve its
capital structure and expand its SAGD operations. Although
Connacher is no longer actively pursuing a joint venture or
strategic partner to manage its oil sands operations, a positive
rating action remains contingent on the company's ability to
complete a transformative transaction.
CUE & LOPEZ: Files Third Amendment to Plan of Reorganization
------------------------------------------------------------
Cue & Lopez Construction, Inc., has filed with the U.S. Bankruptcy
Court for the District of Puerto Rico a third amendment to its
Plan of Reorganization dated Oct. 22, 2014.
Under the Third Amended Plan, Class 3 (Oriental Bank) claims,
shall be paid on or before the Effective Date, by the transfer to
Oriental Bank of the above properties, with a combined estimated
value of $856,372.99, and the assignment of the remaining the
retainage set forth above. In addition, Debtor will pay Oriental
Bank $100,000.00 arising from the retainage assigned by Debtor to
Oriental Bank as to the Casa Maggiore Project, not property of
Debtor's estate, paid by Casa Maggiore, Inc. to Debtor and
returned by Debtor thereto. The $100,000 will be paid by a
payment of $25,000 on the Effective Date, the balance to be paid
through twelve consecutive equal monthly payments of $3,125.00 due
on the 30th day of the subsequent twelve month and a balloon
payment for $37,500 on the 30th day of the thirteen (13) month
after the Effective Date. Oriental Bank's Class 5 Claim for
$4,192,778.24 which includes Oriental Bank's deficiency claim
under Class 3 and Oriental Bank's current unsecured claim, will he
dealt with under Class 5 of the Plan. The Debtor will submit
quarterly operating reports to Oriental detailing Debtor's
revenues, expenses, and results of operations, during the term of
the Plan.
The Holders of Allowed General Unsecured Claims, including the
deficiency claims of the secured creditors set forth above, will
be paid in full satisfaction of their claims 5% thereof, through
60 consecutive monthly installments of $12,157.51, commencing on
the Effective Date and continuing on the 30th day of the
subsequent 59 months.
A copy of the Third Amended Plan is available for free at:
http://bankrupt.com/misc/CUE_LOPEZ_378_3plan.pdf
About Cue & Lopez
San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on October 4,
2013 (Case No. 13-08297, Bankr. D.P.R.). The case is assigned to
Judge Brian K. Tester.
Cue & Lopez Contractors, Inc., filed a separate Chapter 11
petition (Case No. 13-08299) on the same date.
The Debtors are represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico. CPA
Luis R. Carrasquillo & Co., P.S.C., serves as accountant.
Cue & Lopez Construction scheduled $13,334,151 in total assets and
$17,520,089 in total liabilities. The Chapter 11 petitions were
signed by Frank F. Cue Garcia, president.
DALLAS ROADSTER: Wants Sanders' Expenses Cap Hiked
--------------------------------------------------
Dallas Roadster, Limited and IEDA Enterprise, Inc., ask the
Bankruptcy Court for authorization to modify the court's previous
order approving employment of special counsel.
On June 18, 2013, the Court approved the employment of Roger
Sanders and his law firm as special counsel for Debtors. When the
Court granted the Debtors' motion to employ Sanders, the Court
modified the provision in the proposed employment contract for
funding litigation expenses. The condition imposed by the Court
was that the Debtors were limited to contributing $100,000 toward
reimbursable expenses.
According to the Debtors, cause exists for the Court to grant
Sanders relief from that part of the employment order limiting the
Debtors to a $100,000 cap on funding expenses. To date, Sanders
had expended $140,744. Sanders also incurred $16,719 for the
expenses, and Sanders will have advanced almost $60,000 more than
the Debtors are currently permitted to reimburse. Sanders will
have incurred approximately $200,000 in expenses, with only
$100,000 reimbursed by the Debtors.
The Debtors further submit that in order to demonstrate that there
is a substantial reality to the request, it was necessary for
Sanders to advance funds to reflect his belief in the merits of
the case.
Final Pretrial conference and trial scheduling is set for Dec. 1.
All indications are that the trial will proceed absent a
dispositive ruling or settlement between now and then. By the
time this motion is addressed by the Court, it is quite likely
more will be known about the additional expenses currently
estimated.
About Dallas Roadster and IEDA Enterprises
Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas. IEDA
Enterprises, Inc., is the general partner of Roadster.
Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011. Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel. Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.
The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.
No trustee has been appointed in the Chapter 11 cases.
DETROIT, MI: Judge Rhodes Expected to Rule on Exit Plan Next Week
-----------------------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
Bankruptcy Judge Steven Rhodes is expected to rule the week of
Nov. 3 on whether Detroit's complex debt-cutting plan is feasible
in helping the city fix its balance sheet as well as generally
equitable to its thousands of creditors, many of whom are expected
to take a haircut.
Judge Rhods was slated to hear closing arguments starting Monday
morning, Oct. 27, in the trial concerning the city's proposed
restructuring plan to trim $7 billion from its $18 billion in
long-term obligations.
WSJ also reported that Detroit earlier this month, struck a deal
with Financial Guaranty Insurance Co., which is owed about $1
billion by the city. Under the deal, Detroit would knock down the
soon-to-be vacant Joe Louis Arena, home of the Detroit Red Wings
professional hockey team to make way for redevelopment led by
FGIC. The deal would turn the bond insurer into an ally. FGIC
also had pushed for Detroit to consider selling its famed art
collection to help pay off its debts. FGIC, the report said, is
now planning to enter a new development deal for the right to
build a hotel, riverfront condominiums and retail stores on the
site of Joe Louis Arena. The Detroit City Council approved the
development-rights deal last week.
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.
The Troubled Company Reporter, on Oct. 10, 2014, reported that
Moody's Investors Service has placed the City of Detroit's (MI)
Certificates of Participation (COPs) Ca rating on review for
possible downgrade. This action follows the recent settlement
announcement between the city and Syncora, which insures a portion
of the city's outstanding COPs. The settlement includes a cash
payment, as well as extended and optional stakes in city owned
assets. Moody's said it is likely that the recovery for creditors
will be below 35% and as a result consistent with a C rating. The
review will be resolved if and when a settlement with FGIC, the
other main insurer of the city's COPs liabilities, is made public.
DETROIT, MI: Judge to Rule Nov. 7 on Plan Confirmation
------------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
U.S. Bankruptcy Judge Steven Rhodes in Michigan is expected on
Nov. 7 to rule on the city of Detroit's debt-adjustment plan.
According to the report, Detroit's largest municipal bankruptcy
case could well end up as one of its speediest compared with other
large communities in financial dire straits as it is at the tail
end of a weeks-long trial to evaluate the merits of its proposed
restructuring plan to trim $7 billion from $18 billion in long-
term obligations identified in its Chapter 9 bankruptcy filing on
July 18, 2013.
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.
The Troubled Company Reporter, on Oct. 10, 2014, reported that
Moody's Investors Service has placed the City of Detroit's (MI)
Certificates of Participation (COPs) Ca rating on review for
possible downgrade. This action follows the recent settlement
announcement between the city and Syncora, which insures a portion
of the city's outstanding COPs. The settlement includes a cash
payment, as well as extended and optional stakes in city owned
assets. Moody's said it is likely that the recovery for creditors
will be below 35% and as a result consistent with a C rating. The
review will be resolved if and when a settlement with FGIC, the
other main insurer of the city's COPs liabilities, is made public.
DYNAVOX INC: Nov. 11 Hearing on Adequacy of Plan Disclosure
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Nov. 17, 2014, at
2:00 p.m., to consider adequacy of information in the Disclosure
Statement explaining Dynavox Inc., et al.'s Plan of Liquidation.
Objections, if any, are due Nov. 10.
As reported in the TCR on Oct. 7, 2014, the Debtors filed with the
Bankruptcy Court a plan and accompanying disclosure statement
following the sale of substantially all of their assets to Tobii
Technology AB for $18 million. All classes of claims under the
Plan are unimpaired and holders of the claims are deemed to accept
the treatment of their claims. A full-text copy of the Disclosure
Statement dated Oct. 3, 2014, is available for free at:
http://bankrupt.com/misc/DYNAVOXds1003.pdf
About Dynavox Inc.
DynaVox Intermediate LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 14-10785) on April 6, 2014. Two of its
affiliates, DynaVox Inc. and DynaVox Systems Holdings LLC, also
filed for bankruptcy (Case Nos. 14-10791 and 14-10790) the
following day. The Debtors estimated assets and debts of at least
$10 million. Cousins, Chipman & Brown, LLP, serves as the
Debtors' counsel. Judge Peter J. Walsh presides over the case.
DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC. DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.
ENERGY FUTURE: Fight Over Rules for Oncor Auction Wraps Up
----------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
unsecured creditors are campaigning to stop, or at least slow,
Energy Future Holdings Corp.'s plan to auction its stake in the
Texas transmission business Oncor.
According to the report, U.S. Bankruptcy Judge Christopher Sontchi
in Wilmington, Del., said he will rule Nov. 3 on the auction
procedures Energy Future is seeking to have approved, in order to
give potential bidders reassurance they're not tying up billions
in a doomed sale process.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS). The Debtors are seeking to have their cases
jointly administered for procedural purposes.
As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion. The
Debtors have $42 billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors. The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring. The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.
EXCELITAS TECHNOLOGIES: S&P Alters Outlook to Neg & Affirms B CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Excelitas Technologies Corp. and revised the
rating outlook to negative from stable.
At the same time, S&P affirmed its issue-level rating on the
company's nearly $700 million senior secured credit facility at
'B'. The '3' recovery rating on the debt remains unchanged,
indicating S&P's expectation for a meaningful (50%-70%) recovery
in a default scenario.
"The negative outlook reflects lower-than-expected EBITDA margins,
excluding pro forma cost savings, which may be indicative of
weakness in the company's core businesses that may hamper efforts
to materially reduce financial leverage," said Standard & Poor's
credit analyst Jaissy Lorenzo. "Following the acquisition of
Qioptiq S.a.r.l. in the fall of 2013, leverage has remained well
above 6x and is likely to remain so over the next 12-18 months."
Excelitas operates in the niche custom-designed photonic
components and subsystems industry. Most of the company's end
markets are highly fragmented and the company is exposed to
somewhat high customer concentration. These factors are partly
offset by the high barriers to entry of the industry and the
company's good end-market and geographic diversity. While the
company has leading market positions in its niche, technological
changes remain a risk factor.
While the company's end markets have performed relatively well in
2014, margins, excluding pro forma cost savings, have not improved
to levels in the 20% range as Standard & Poor's originally
expected following the Qioptiq acquisition.
S&P could lower the ratings if Excelitas is unable to reduce
leverage, either from increased EBITDA or debt repayment, so that
leverage approaches 6x from current levels. Alternatively, S&P
could revise the outlook to stable if the company achieves EBTIDA
margins closer to its originally forecasted 20%, indicating
improved operating performance and successful integration of its
acquisitions, as well as successfully reducing leverage.
FAIRWAY GROUP: S&P Affirms B- Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all existing ratings
on Fairway Group Holdings Corp., including its 'B-' corporate
credit rating. The outlook is stable.
"The affirmation reflects our view that Fairway will continue to
struggle in growing its store base at a rate greater than about
one store per year over the next two years, as new store locations
become more difficult to solidify because of capacity and site
selection limitations," said credit analyst Kristina Koltunicki.
"Despite the slower growth trajectory, we believe the company will
continue growing its EBITDA base as profitability gains at its
newer stores offset low-single-digit same-store sales declines at
its existing stores. We revised the company's business risk
profile score to "vulnerable" from "weak", as its volatility of
profitability increased over the prior year. This led to a
revision of the anchor score to 'b-', alleviating the need to use
the negative comparable ratings analysis modifier to reflect
Fairway's weaker credit protection measures. The comparable
ratings analysis is now neutral."
The stable outlook incorporates S&P's expectation that while
Fairway's growth trajectory has slowed from S&P's previous
forecasts and EBITDA growth will be somewhat limited over the
upcoming two years, S&P do not view the capital structure as
unsustainable (which would warrant consideration of a 'CCC+'
rating). Still, S&P do not expect any free operating cash flow to
be available for debt reduction and, with regard to leverage, that
new store leases will partly offset new store EBITDA, leading to
credit protection measures remaining around 9x. However, S&P
anticipates liquidity will remain adequate over the next 12
months.
Downside scenario
S&P could lower the rating if operating performance deteriorates
potentially stemming from lower sales and increases in cash uses
because of execution missteps from new store growth. Under this
scenario, an inability to manage its growth causes liquidity to
become constrained and S&P would revise its liquidity assessment
to "less than adequate". This scenario could occur if covenant
cushion headroom declines below 10%. S&P could also lower its
ratings if the company raises additional debt to fund new store
growth, causing S&P to determine that the capital structure is
unsustainable.
Upside scenario
Given S&P's current forecast, it believes the company will remain
highly leveraged with thin credit protection metrics and do not
believe an upgrade is likely over the next two years. Any
consideration for an upgrade would be predicated on leverage
approaching the low-6x area and EBITDA interest coverage improved
over 2.2x. For this to occur, EBITDA would need to increase by
more than 50%, debt would need to decrease by about $200 million,
or some combination of the two. S&P views this as unlikely since
it implies a far greater rate of EBITDA growth then what S&P
believes is reasonable under its base-case scenario.
FLORENCE HOSPITAL: Blue Wolf Unit Named as Stalking Horse Bidder
----------------------------------------------------------------
Blue Wolf Capital Partners LLC, the New York-based private equity
firm, on Oct. 27 disclosed that Blue Wolf Capital Fund III, L.P.,
an affiliate of Blue Wolf, has been named the stalking horse
bidder for the assets of Florence Hospital at Anthem, an acute
care hospital in Florence, Arizona. Under the agreement, Blue
Wolf Capital Fund III, L.P. has designated New Found Health LLC.,
one of its portfolio companies, to be the stalking horse bidder at
a court auction to be held on January 7, 2015. Florence is a
96,000 square foot, 36-bed general acute care hospital that serves
the fast-growing rural population of Florence, located in Pinal
County, Arizona, approximately 60 miles southeast of Phoenix. The
hospital, which opened in February 2012, filed for Chapter 11
bankruptcy protection in March of 2013. Blue Wolf's bid will
allow the hospital to exit bankruptcy and continue to serve the
rapidly growing population of the surrounding communities.
Adam Blumenthal, Managing Partner of Blue Wolf and Chairman of New
Found Health, said, "Working with our senior healthcare advisors,
including Richard Wright, Dr. Richard Becker and the Florence
senior leadership team, we have developed a comprehensive,
sustainable acute care model which will deliver excellent,
efficient care at Florence. The talented new leadership at
Florence has already made progress addressing the hospital's
complex challenges, and has additional plans to help the hospital
achieve its potential. We look forward to the opportunity to work
with the Florence team to realize this very attainable vision."
Art Doloresco, Chief Executive Officer of Florence, said, "After
an extensive search for a capital partner and in consultation with
our financial advisor, Blue Wolf emerged as our preferred partner
due to their significant healthcare experience. The firm
understood our needs, asked the right questions, and has remained
both engaged and relentless in their pursuit of a successful
outcome. The Blue Wolf team has demonstrated both the commitment
and energy requisite for such a complex transaction."
Blue Wolf, which began investing in healthcare in 2008, believes
that engagement with multiple community constituencies and
alignment of interests with payors, physicians, providers, the
community and employees is fundamental and essential to unlocking
better care and value in the nation's healthcare system. "Our
access to capital and the involvement of a deeply experienced set
of industry experts can benefit the traditional hospital system in
this country in many ways, including serving as the catalyst some
hospitals need as they modify delivery models into more responsive
and economical facilities with enhanced outpatient capabilities,"
said Michael Ranson, Partner of Blue Wolf.
About New Found Health LLC
New Found Health is a healthcare management company dedicated to
developing innovative care models involving stakeholder alignment,
operational excellence, and a strong commitment to improving
community healthcare outcomes.
About Blue Wolf Capital Partners
Blue Wolf Capital Partners LLC, -- http://www.blue-wolf.com-- is
a private equity firm founded in 2005, specializes in control
investments in middle-market companies.
About Florence Hospital at Anthem
Florence Hospital at Anthem is a 36-bed general acute-care
hospital combining traditional hospital services with pioneering
efforts in rapid, accurate and compassionate emergency care. The
hospital offers services that include Emergency, Radiology,
Laboratory, and Rehabilitation and has a medical staff roster of
more than 105 physicians representing more than sixteen
specialties. The Hospital's Door to Doc in 31 Minutes(TM) policy
guarantees patients will be seen by a board-certified emergency
physician within 31 minutes of arrival.
Florence Hospital at Anthem LLC, the owner and operator of an
acute-care hospital in Florence, Arizona, filed a petition for
Chapter 11 reorganization (Bankr. D. Ariz. Case No. 13-bk-03201)
on March 7, 2013 in Tucson.
The Debtor estimated assets for less than $10 million with debt
exceeding $10 million in the petition. Debt includes $9.8 million
owing to Stillwater National Bank & Trust Co. The bank
precipitated bankruptcy by seizing $1.5 million in bank accounts
on Jan. 29.
GOOD BOOKS: IP Assets & Current Inventory Sold for $1.025-Mil.
--------------------------------------------------------------
Hilco Streambank has announced the successful sale of the
intellectual property assets and current inventory of Good Books
Ltd. All assets were sold to Skyhorse Publishing in the amount of
$1.025MM. The closing of this sale took place on October 3rd,
2014 following the Chapter 7 bankruptcy auction held on September
26th, 2014 in Philadelphia, PA. The assets consisted of all
remaining inventory, copyrights, trademarks, domain names and
certain executory contracts.
Skyhorse ultimately prevailed in a sale process that attracted
significant attention from many of the major players in both the
digital and print publishing industries. "The Good Books
publishing portfolio is a unique collection with wide appeal and a
strong following of readers," said David Peress, EVP of Hilco
Streambank. "We look forward to seeing this collection of titles
continue and develop with Skyhorse Publishing," Mr. Peress said.
Intercourse, PA based Good Enterprises Ltd. filed a voluntary
petition under Chapter 7 bankruptcy code on December 10th, 2013.
The sale order approving the sale of the publishing business
related assets was approved by the bankruptcy court on October
1st, 2014.
Good Books was the publisher of many successful book titles
including the New York Times bestselling Fix-It and Forget-It(R)
and Fix-It and Enjoy-It(R) cookbooks, The Mayo Clinic Diabetes
Diet, and the popular series of Amish romance novels authored by
Linda Byler. The Fix-It cookbook series has sold more than 10.5
million copies. The original cookbook debuted in December 2000
and spent 22 weeks on The New York Times' best-seller list,
eventually climbing to No. 1.
Skyhorse Publishing was launched in September 2006 by Tony Lyons,
former president and publisher of the Lyons Press. The company
has grown from 2 people in its infancy to 62 current employees.
Skyhorse -- with its twelve imprints -- has published 8 New York
Times bestsellers. The Skyhorse publishing program includes books
on history, politics, humor, cooking, business, art, fiction,
memoir, sports, health, fitness, and children's books.
About Hilco Streambank
Hilco Streambank is a market leading advisory firm specializing in
intellectual property disposition and valuation. Over the last
three years Hilco Streambank has become a leader in the IP
valuation and disposition market, representing brands across
various industries. Having completed numerous transactions
including sales in publicly reported Chapter 11 bankruptcy cases,
private transactions, and online sales through HilcoDomains.com
and IPv4Auctions.com, Hilco Streambank has established itself as
the premier intermediary in the consumer brand, internet and
telecom communities. Hilco Streambank is part of Northbrook,
Illinois based Hilco Global -- http://www.hilcoglobal.com-- a
worldwide financial services company and leader in helping
companies maximize the value of their assets.
GT ADVANCED: To Pay $439MM Debt to Apple Over Four Years
--------------------------------------------------------
Michelle Jones at Valuewalk.com reports that GT Advanced
Technologies Inc. will pay back Apple Inc. the $439 million
prepayment over four years without interest.
Documents the Debtor released on Thursday show that the Debtor
will leave the glass-making business and try to sell the furnaces.
SBS.com.au relates that the Debtor will use the proceeds to repay
Apple.
The Debtor, says Valuewalk.com, can sell its ASF and Hyperion
"sapphire growth and fabrication technology" without any
restrictions. Valuewalk.com states that the Debtor's repayment of
its debt to Apple will be taken from a portion of the ASF sales.
According to Valuewalk.com, the Debtor will keep its intellectual
property and continue to engage with Apple regarding the
development of next generation growing processes for sapphire
boules.
Valuewalk.com relates that the Debtor is awaiting bankruptcy court
approval of its settlement with Apple. Hearing on the settlement
is expected on Nov. 25, 2014, according to the report.
Wayne Heilman and Rich Laden at The Gazette reports that the
Debtor's bankruptcy filing has led Colorado Springs diamond wire
cutting business, Diamond Wire Material Technologies, to lay off
105 workers, which is about a third of the company's workforce.
According to The Gazette, the Detor is one of Diamond Wire's prime
customers. According to court documents, the Debtor owes Diamond
Materials Tech, Inc., $2,006,701, which is listed as one of the
Debtor's 20 largest creditors.
About GT Advanced Technologies
GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
GT ADVANCED: Bankruptcy Professionals Disclose Ties to Apple
------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that court filings in the Chapter 11 case of GT Advanced
Technologies Inc. show two major law firms working for the company
-- Paul Hastings LLP and Ropes & Gray LLP -- and the company's
restructuring adviser, Alvarez & Marsal LLC have or had client
ties to Apple Inc.
The report noted that:
-- Paul Hastings LLP lists Apple as a former client.
-- Alvarez & Marsal didn't say whether Apple is a current
or former client, only that it was one or the other.
-- Ropes & Gray LLP is still working for Apple as well as for
GT Advanced.
The report said both Paul Hastings and Alvarez vowed they're able
to look out for GT Advanced's interests in the bankruptcy case and
that their work for Apple was, or is, unrelated to GT Advanced.
Ropes & Gray certified it's conflict-free to continue as the
smaller company's corporate counsel.
The report also noted that Ropes & Gray, in a statement Friday,
said it didn't play a significant role in crafting the proposed
contract settlement with Apple.
The report recounted that GT Advanced filed for Chapter 11
bankruptcy protection after Apple passed on the chance to use its
synthetic sapphire material in screens for the new generation of
iPhones. Details of what went wrong between the two companies
remain under wraps by order of a federal bankruptcy judge. Dow
Jones & Co, publisher of The Wall Street Journal, U.S. Trustee
William Harrington, and New Hampshire Attorney General Joseph
Foster have challenged the secrecy in the case as illegal.
The report noted that Apple is owed $439 million. It is
considered the top secured creditor in the case and counterparty
to contracts that GT Advanced has sought to reject as "oppressive
and burdensome." Apple and GT Advanced entered into a settlement
that would end their contract and erase from the court record the
evidence of what pushed GT Advanced into bankruptcy.
"We have full confidence in our advisers," said GT Advanced
spokesman Jeff Nestel-Patt in an email Friday, according to the
report.
U.S. Trustee Harrington and the official committee representing GT
Advanced's unsecured creditors have until next week to tell the
U.S. Bankruptcy Court in New Hampshire whether they have concerns
about GT Advanced's advisers, the report added.
About GT Advanced Technologies
GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
GT ADVANCED: Says Litigation with Apple Would Be Expensive
----------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
GT Advanced Technologies Inc. said it needs to settle disputes
with Apple Inc. because "protracted litigation against one of the
largest corporations in the world with over $100 billion of cash
would be challenging and expensive."
According to the report, citing papers filed in court, GT Advanced
said it spent $900 million trying to produce "sapphire in
quantities, size and quality never before achieved," to Apple's
specifications. Apple, which, according to GT Advanced, financed
less than half of the cost of developing the sapphire material,
declined to use the products when the new iPhones rolled out, the
report related.
About GT Advanced Technologies
GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."
As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.
On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
The U.S. Trustee for Region 2 has appointed seven members to the
Official Committee of Unsecured Creditors. The Committee is
represented by Charles R. Powell, Esq., at Devine, Millimet &
Branch, P.A., in Manchester, New Hampshire, and James S. Carr,
Esq., at Kelley Drye & Warren LLP, in New York.
GTA REALTY II: Meeting of Creditors Set for Nov. 5
--------------------------------------------------
The meeting of creditors of GTA Realty II, LLC is set to be held
on Nov. 5, at 2:30 p.m., according to a filing with the U.S.
Bankruptcy Court for the Southern District of New York.
The meeting will be held at the Office of the U.S. Trustee, Fourth
Floor, 80 Broad Street, in New York.
The court overseeing the bankruptcy case of a company schedules
the meeting of creditors usually about 30 days after the
bankruptcy petition is filed. The meeting is called the "341
meeting" after the section of the Bankruptcy Code that requires
it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About GTA Realty II
GTA Realty II, LLC, sought bankruptcy protection (Bankr. S.D.N.Y.
Case No. 14-12840) in Manhattan on Oct. 8, 2014.
In its schedules of assets and liabilities, the Debtor disclosed
$18 million in total assets and $7.26 million in liabilities. The
Debtor owns real property at 184 Prince Street, New York, valued
at $6 million and a property at 287 Bleeker Street, New York,
valued at $12 million. U.S. Bank National Association, owed $5.3
million, holds a first mortgage on the property.
The case is assigned to Judge Robert E. Gerber.
The Debtor is represented by Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky, LLP, in New York.
The Debtor's Chapter 11 plan and disclosure statement are due
Feb. 5, 2015. The initial case conference is due by Nov. 7, 2014.
The Debtor has tapped Backenroth Frankel & Krinsky, LLP as
counsel.
HAMMOND LOCAL: S&P Lowers Rating on 2010A Bonds to 'BB+'
--------------------------------------------------------
Standard & Poor's Rating Services said that it lowered to 'BB+'
from 'BBB-' its long-term rating on Hammond Local Public
Improvement Bond Bank, Ind.'s series 2010A bonds, supported by the
city of Hammond. The outlook is stable.
"The lower rating reflects our lowering the city's issuer credit
rating (ICR) to 'BBB+'," said Standard & Poor's credit analyst
Steffanie Dyer.
"The 'BB+' rating reflects the city's moral obligation to
replenish the debt service reserve fund, if needed," she added.
The moral obligation rating therefore reflects the city's credit
characteristics and the risk of non appropriation by the city
council.
Previously the rating was one notch lower than the typical moral
obligation differentiation of a full rating category, due to the
risks associated with the operations of a new charter school
funded by the bond proceeds. The charter school has been
operating for several years mitigating previous concerns on
operations, so the 'BB+' rating is at the typical one category
distinction from the general obligation (GO) rating.
The stable outlook reflects the outlook on the Hammond ICR.
HOLY HILL: Wants Case Caption to Reflect Correct Legal Name
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Nov. 6, 2014, at
10:00 a.m., to consider the motion to correct case caption for
Holy Hill Community Church.
On Oct. 14, Richard J. Laski, chapter 11 trustee for Holy Hill
Community Church also known as Holly Hill Community Church, asked
the Bankruptcy Court to (i) direct the Court clerk to update the
Court's docket to reflect the Debtor's correct legal name; and
(ii) authorize the use of an updated caption page (with the
correct name of the Debtor) going forward.
According to the Debtor, an amended voluntary petition was signed
by the Debtor and filed on Oct. 14, 2014, to correct the
typographical error that inadvertently cause the debtor to show up
on the Court's docket as "Holly Hill Community Church."
The trustee is represented by:
Aram Ordubegian, Esq.
Andy S. Kong, Esq.
M. Douglas Flahaut, Esq.
ARENT FOX LLP
555 West Fifth Street, 48th Floor
Los Angeles, CA 90013-1065
Tel: (213) 629-1065
Tel: (213) 529-7401
E-mail: aram@ordubegian@arentfox.com
andy.kong@arentfox.com
About Holy Hill
Holly Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. Holly Hill,
a California non-profit corporation incorporated for the purposes
of conducting religious activities as a protestant Christian
church, disclosed $20 million in assets and $12 million in debt.
John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los
Angeles, is representing the Debtor as counsel. Judge Julia W.
Brand presides over the case.
Richard J. Laski has been appointed to serve as Chapter 11 trustee
in the Debtor's case. The Trustee has tapped Arent Fox LLP to
serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC,
as accountant.
HOLY HILL: Trustee Withdraws Motion for Plan Filing Extension
-------------------------------------------------------------
Richard J. Laski, chapter 11 trustee for Holy Hill Community
Church also known as Holly Hill Community Church, notified the
Bankruptcy Court of his withdrawal of the motion for order
extending time to file a plan of reorganization.
As reported in the TCR on Oct. 17, 2014, the Trustee had requested
for an order extending the exclusive period in which only the
trustee may file a plan until Jan. 9, 2014, and the period by
which it can solicit acceptances for that plan until April 9,
2014.
About Holy Hill
Holly Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. Holly Hill,
a California non-profit corporation incorporated for the purposes
of conducting religious activities as a protestant Christian
church, disclosed $20 million in assets and $12 million in debt.
John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los
Angeles, is representing the Debtor as counsel. Judge Julia W.
Brand presides over the case.
Richard J. Laski has been appointed to serve as Chapter 11 trustee
in the Debtor's case. The Trustee has tapped Arent Fox LLP to
serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC,
as accountant.
INNER CITY: Hearing on Case Dismissal Adjourned to Nov. 3
---------------------------------------------------------
The Bankruptcy Court adjourned to Nov. 3, 2014, at 3:00 p.m., the
hearing to consider Inner City Media Corp., et al.'s request for
dismissal of their cases. According to the Debtors' case docket,
the motion was filed on July 28, and an initial hearing was
scheduled for Sept. 8.
About Inner City
On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.
The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes. More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.
Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.
Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code. The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.
Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP. Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.
Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.
Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers. GCG Inc. serves as the Debtors' claims agent.
The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of Inner City Media because an insufficient number of persons
holding unsecured claims against the Debtor has expressed interest
in serving on a committee.
JAMES RIVER COAL: Taps Togut Segal as Special Bankr. Counsel
------------------------------------------------------------
James River Coal Company seeks to employ Togut, Segal & Segal LLP
as its special bankruptcy counsel to prosecute any claims and
causes of action to avoid and recover preferential transfers under
sections 547 and 550 of the U.S. Bankruptcy Code that could be
brought by the Debtors (the Preference Claims), including
fraudulent conveyance and other Chapter 5 causes of action as may
be appropriate in connection with alleging Preference Claims
(collectively, with the Preference Claims, the Avoidance Claims).
The Debtors propose to pay for the Togut Firm's professional
services pursuant to these provisions:
(a) The Togut Firm will pursue all Avoidance Claims on a
"contingency fee" basis pursuant to section 328 of the
Bankruptcy Code and the following formula:
(1) 16.5% of gross recoveries obtained prior to the filing
of a complaint, and
(2) after the filing of a complaint, (a) 23% of gross
recoveries obtained, up to the first $10 million in
gross recoveries, and (b) 20% of the gross recoveries
obtained, following the first $10 million in
gross recoveries;
(b) The Togut Firm will be reimbursed for its reasonable,
necessary, documented and submitted with a detailed
invoice, together with appropriate documentation, out-
of pocket expenses (including any and all reasonable out-
of pocket costs, examples of which are for transcripts,
court reporters, overnight deliveries, mediators/mediation,
experts, third-party electronic discovery fees, and court
filings) solely out of gross recoveries (whether obtained
by settlement, judgment or otherwise) deposited into the
Escrow Account on account of the Avoidance Claims.
Reimbursable expenses (other than mediator/mediation costs,
expert fees and filing fees) shall be capped at 5% of gross
recoveries;
(c) The Debtors agree that they will be responsible for the
fees and expenses of local counsel in connection with
routine omnibus hearings where matters unrelated to the
Avoidance Claims will also be heard, and where
non-substantive matters, including adjournments, related to
the Avoidance Claims, are being heard at such hearings by
the Court. The Togut Firm will pay, directly to local
counsel, the reasonable fees and expenses of local counsel
approved by the Court in connection with (i) the filing and
reasonable review of pleadings and other documents related
to the Avoidance Claims, which shall be provided by the
Togut Firm to local counsel in PDF format (except for
proposed orders that must be submitted to the Court for
entry in Word format), (ii) hearings (or a portion thereof)
where substantive matters related to Avoidance Claims are
addressed and (iii) hearings where non-substantive matters
related to the Avoidance Claims are the only matters
scheduled at such hearing. The Togut Firm and the
Debtors' lead bankruptcy counsel will coordinate their
efforts to schedule hearings on the Avoidance Claims on
regular omnibus hearing dates to the extent practicable;
(d) The Debtors will establish an "escrow account" into which
any and all recoveries obtained on account of the Avoidance
Claims shall be deposited. The Debtors or their designated
agents shall remit any fees and expenses owed to the Togut
Firm from the Escrow Account in accordance with the
procedures set forth in this section.
Upon the deposit of any recoveries into the Escrow
Account (such recoveries, the "Deposited Recoveries"), the
Debtors or their designated agents (and any successors or
assigns to the Avoidance Claims) shall determine (i) the
amount of the Togut Firm's accrued and invoiced expenses
reimbursable as of the date of the deposit of such
Deposited Recoveries and (ii) the Contingency Fee with
respect to such Deposited Recoveries (clauses (i) and (ii)
collectively, the "Payment Amount"). Within no later than
30 days of receipt of a Deposited Recovery, the Debtors or
their designated agents (and any successors or assigns to
the Avoidance Claims) shall, first, pay the Togut Firm an
amount equal to such Payment Amount from the applicable
Deposited Recoveries and then disburse the remainder of
such Deposited Recoveries to the Debtors' estates.
(e) If the Debtors or any assigns to the Avoidance Claims
elect to terminate the Togut Firm's services and replace
the Togut Firm with a different firm to serve as special
counsel to the Debtors with respect to any of the Avoidance
Claims, the Debtors shall be required to pay to the Togut
Firm an amount to compensate the Togut Firm for its time
spent on such Avoidance Claims at the Togut Firm's
prevailing hourly rates. Termination of the Togut Firm
will not affect any Contingency Fee or reimbursable
expenses earned and payable prior to the date of such
termination; and
(f) As security for any unpaid Contingency Fee and reimbursable
expenses, the Togut Firm shall be granted a first priority
lien on any Deposited Recoveries that are in the Escrow
Account. The foregoing lien shall not be impacted by the
confirmation of a plan, the appointment of any chapter 11
trustee, the conversion of the Debtors' Chapter 11 Cases to
chapter 7 or the assignment of any Avoidance Claims to a
trust or other entity.
Jeffrey R. Gleit -- jgleit@teamtogut.com -- a partner at the Togut
Firm, assures the Court that the Firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.
In a declaration filed with the Court, Mr. Gleit relates that The
Togut Firm will make reasonable efforts to comply with the U.S.
Trustee's requests for information and additional disclosures as
set forth in the Appendix B Guidelines both in connection with the
Application and the final fee application to be filed by the Togut
Firm in these Chapater 11 cases.
Attorney Statement Pursuant to Appendix B Guidelines
The Firm provided information in response to the request for
additional information set forth in Paragraph D.1. of the Appendix
B Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for
this engagement?
Response: Yes, this is a strict contingency fee matter within
section 328 of the Bankruptcy Code.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material
financial terms for the prepetition engagement,
including any adjustments during the 12 months
prepetition. If your billing rates and material
financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: The Togut Firm did not represent the Debtors prior to
the commencement of these Chapter 11 Cases.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: This inquiry is not relevant because this is a
contingent fee matter.
About James River
James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States. James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.
James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014. The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.
On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.
The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian
M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY. Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel. Perella Weinberg Partners
L.P. is the Debtors' financial advisor. Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor.
Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice,
claims and administrative agent.
The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors. Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.
* * *
The Debtors have won authority to sell the Hampden Mining Complex
(including the assets of Logan & Kanawha Coal Company, LLC), the
Hazard Mining Complex (other than the assets of Laurel Mountain
Resources LLC) and the Triad Mining Complex for $52 million plus
the assumption of certain environmental and other liabilities, to
a unit of Blackhawk Mining. The Buyer is represented by Mitchell
A. Seider, Esq., and Charles E. Carpenter, Esq., at Latham &
Watkins LLP.
JHK INVESTMENTS: Can Access Cash Collateral Until Oct. 31
---------------------------------------------------------
Bankruptcy Judge Alan H.W. Shiff JHK Investment LLC signed off a
stipulation authorizing JHK Investment LLC to use of cash
collateral and provide adequate protection.
Pursuant to the stipulation with Bay City Capital Fund V, L.P., et
al., the Debtor is authorized to use cash collateral pursuant to a
budget with a variance of 10% permitted until Oct. 31, 2014.
As of the Petition Date, Bay City Capital Fund V, L.P. and Bay
City Capital Fund V Co. Investment L.P., alleged a first priority
secured claim against all of JHK'sassets, inclusing JHK's cash and
accounts receivable.
As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the lender replacement
liens, and make adequate protection payments of $22,486.
A final hearing on the motion for cash collateral use will be held
on Oct. 28, 2014, at 10:00 a.m.
A copy of the budget is available for free at
http://bankrupt.com/misc/JHKINVESTMENTS_243_cashcollstipord.pdf
About JHK Investments
JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012,
estimating under $100 million in assets and more than $10 million
in liabilities. Bankruptcy Judge Alan H. Shiff presides over the
case. James Berman, Esq., Lawrence S. Grossman, Esq., Craig I.
Lifland, Esq., and Aaron Romney, Esq., at Zeisler & Zeisler, P.C.,
represent the Debtor.
Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation. Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents. The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.
Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices. JHK owns equity in several start-up
medical subsidiaries. The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.
Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011. The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.
In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding. On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.
JHK INVESTMENTS: UST Wants Debtor to File Plan or Face Dismissal
----------------------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 2, asks the
bankruptcy Court for an order setting the timetable for JHK
Investments, LLC, file and confirm a plan. In the alternative,
the U.S. Trustee seeks an order converting the Debtor's case to
one under Chapter 7, or dismissing the Debtor's case.
According to the U.S. Trustee, the Debtor has been in Chapter 11
for over two years and has not yet proposed a plan.
About JHK Investments
JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012,
estimating under $100 million in assets and more than $10 million
in liabilities. Bankruptcy Judge Alan H. Shiff presides over the
case. James Berman, Esq., Lawrence S. Grossman, Esq., Craig I.
Lifland, Esq., and Aaron Romney, Esq., at Zeisler & Zeisler, P.C.,
represent the Debtor.
Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation. Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents. The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.
Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices. JHK owns equity in several start-up
medical subsidiaries. The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.
Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011. The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.
In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding. On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.
KEEN EQUITIES: Seeks to Extend Exclusive Right to File Exit Plan
----------------------------------------------------------------
Keen Equities, LLC, asked a bankruptcy judge to extend the period
of time during which it alone holds the right to file a plan to
exit Chapter 11 protection.
In a motion, the company asked U.S. Bankruptcy Judge Nancy Hershey
Lord to extend its exclusive right to propose a reorganization
plan to Dec. 10, 2014, and to solicit votes from creditors to
February 5, 2015.
The extension would prevent others from filing rival plans in
court and maintain Keen Equities' control over its bankruptcy
case.
About Keen Equities, LLC
Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-46782) on Nov. 12, 2013. The petition was signed by
Y.C. Rubin as manager. The Debtor disclosed total assets of $15.1
million and total liabilities of $6.84 million. Judge Nancy
Hershey Lord presides over the case. Goldberg Weprin Finkel
Goldstein LLP serves as the Debtor's counsel.
The Debtor is comprised of a New York limited liability company
consisting of 12 members/investors. The Debtor is the owner of
approximately 860 acres of vacant land (the Lake Anne property)
situated close to the Hassidic community of Kiryas Joel, in
Monroe, New York. The Lake Anne Property was purchased in 2006
with the goal of building residential homes to meet the growing
needs of the Kiryas Joel community (the project).
LAKSHMI HOSPITALITY: US Trustee to Continue '341 Meeting' Dec. 2
----------------------------------------------------------------
The U.S. Trustee overseeing the bankruptcy case of Lakshmi
Hospitality Group, LLC, will continue the meeting of creditors on
Dec. 2, at 10:00 a.m.
The meeting will be held at 402 W. Broadway, Emerald Plaza
Building, Suite 660 (B), Hearing Room B, in San Diego, California.
The court overseeing the bankruptcy case of a company schedules
the meeting of creditors usually about 30 days after the
bankruptcy petition is filed. The meeting is called the "341
meeting" after the section of the Bankruptcy Code that requires
it.
A representative of the company is required to appear at the
meeting and answer questions under oath. The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.
About Lakshmi Hospitality Group
Lakshmi Hospitality Group, LLC, owner of a hotel in Fenton,
Missouri, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal.
Case No. 14-07199) in San Diego, California, on Sept. 5, 2014.
Plyush Mehta signed the petition as authorized signatory. The
Debtor disclosed total assets of $12.7 million and total
liabilities of $8.1 million.
The case is assigned to Judge Margaret M. Mann. The Debtor has
tapped J. Bennett Friedman, Esq., at Friedman Law Group, P.C., in
Los Angeles, as counsel.
M/I HOMES: Fitch Rates New $350MM Sr. Unsecured Notes 'B+/RR3'
--------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR3' rating to M/I Homes Inc.'s
(NYSE: MHO) proposed offering of $350 million aggregate amount of
senior unsecured notes in two series. One series will mature in
2019 and the other series will mature in 2022. These new issues
will be equal in right of payment with all other senior unsecured
debt.
The company intends to use a portion of the net proceeds to
repurchase or redeem all of its existing $230 million of 8.625%
senior unsecured notes due 2018 and to pay related fees and
expenses. MHO intends to use the remaining proceeds of the
offering for general corporate purposes.
The Rating Outlook is Stable.
Key Rating Drivers
MHO's ratings and Outlook reflect the company's execution of its
business model in the current housing environment, management's
demonstrated ability to manage land and development spending,
adequate liquidity position, improving credit metrics and Fitch's
expectation of further moderate improvement in the housing market
in 2014 and 2015.
Improving Credit Metrics
MHO's credit metrics have improved significantly over the past few
years as the housing market continues to recover. Leverage as
measured by debt to EBITDA declined from 7.0x at year-end 2012 to
5.1x at the conclusion of 2013 and about 4.1x for the LTM period
ending Sept. 30, 2014. Similarly, EBITDA to interest increased
from 1.6x at the end of 2012 to 2.5x at year-end 2013 and 3.2x for
the Sept. 30, 2014 LTM period. Fitch expects the company's
leverage will settle around 5.2x at the end of 2014 as a result of
higher debt levels from the notes issuance. Interest coverage is
projected to remain above 3x at the end of the year.
The Industry
Housing metrics all showed improvement in 2013. However, what
began as an untypically moderate housing recovery has decelerated
further since late 2013. For the first nine months of 2014,
existing home sales fell 4.9%, while new home sales grew 1.7%.
Single-family housing starts increased 3.8% during the January-
September YTD period.
To reflect the subpar spring selling season, as well as the more
guarded expectation for the next few months, Fitch tapered its
macro housing forecast. Single-family starts are projected to
improve 3% to 636,000 and multifamily volume grows about 17.5% to
361,000. Total 2014 starts should still approximate 1 million. New
home sales are forecast to advance about 1.5% to 436,000, while
existing home sales volume is expected to decline 6% to 4.785
million, largely due to fewer distressed homes for sale.
Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing economy throughout the year. The
unemployment rate should continue to move lower (averaging 5.8% in
2015). Credit standards should steadily, moderately ease
throughout next year. Demographics should be more of a positive
catalyst. More of those younger adults who have been living at
home should find jobs and these 25- to 35-year-olds should provide
some incremental elevation to the rental and starter home markets.
Total housing starts are projected to expand 14% to 1.14 million
as single-family starts advance 18% and multifamily volumes gain
7%. New home sales should grow 18%, while existing home sales rise
5%.
MHO's Homebuilding Operations
MHO reported strong revenues so far this year. Homebuilding
revenues increased 21.7% for the first nine months of 2014 as home
deliveries grew 11.2% and the average sales price advanced 9.4%
compared with the same period last year. Homebuilding gross
margins also improved during the 2014 YTD period, growing 170 bps
to 19% compared with 17.3% during the first nine months of 2013.
On the other hand, new home orders have been weak so far this
year. New home orders fell 3.5% for the first nine months of the
year, although orders for the third quarter of 2014 were 2.6%
higher year-over-year. MHO ended the third quarter with 1,554
homes in backlog (down 3.3% YOY) with a value of $518.1 million
(up 6.1% YOY).
Adequate Liquidity Position
As of Sept. 30, 2014, the company had $17.2 million of
unrestricted cash and $166 million of borrowing availability under
its $200 million revolving credit facility. On Oct. 20, 2014, MHO
amended its revolver, increasing the commitment from $200 million
to $300 million (with an accordion up to $400 million, subject to
additional commitments) and extended the maturity to Oct. 20,
2018.
The company has no major debt maturities until 2017, when $57.5
million of convertible senior subordinated notes mature.
Land Strategy
After significantly reducing its lot inventory during the 2006 to
2009 periods, MHO began to focus on growing its business in late
2009 by investing in new communities and entering new markets. In
2010, the company increased its total lot position by 9.2% and
expanded into the Houston, Texas market. During 2011, the company
entered the San Antonio, Texas market and also grew its total lot
position by 1.8%. MHO extended its geographic footprint by
expanding further into Texas, entering the Austin market in 2012
and the Dallas/Fort Worth market in 2013. Total lots controlled
increased 37.2% in 2012 and 39.6% in 2013. Total lots controlled
as of Sept. 30, 2014 are 16.3% higher year-over-year.
MHO maintains an approximately 5.6-year supply of total lots
controlled, based on trailing 12 months deliveries, and 3.0 years
of owned land. Total lots controlled were 21,082 at Sept. 30,
2014. About 53.2% of the lots are owned and the balance is
controlled through options.
Land Spending and Cash Flow
MHO spent $323.6 million on land and development during 2013
($216.8 million for land and $106.8 million for development)
compared with $195.2 million expended during 2012 ($138.8 million
for land and $56.4 million for development) and $117.2 million in
total spending during 2011. For the first nine months of 2014, MHO
spent $277 million on land purchases and land development ($184
million for land and $93 million for development). The company
expects $375 million to $425 million of land and development
spending for all of 2014.
During 2013, MHO reported negative cash flow from operations
(CFFO) of $74 million compared with negative $47 million during
2012 and negative $34 million during 2011. For the LTM period
ending Sept. 30, 2014, the company had negative CFFO of $140.2
million. Fitch expects MHO will have negative CFFO of about $100
million to $125 million in 2014 as the company continues to expand
its land position.
Fitch is comfortable with this strategy given the company's
healthy liquidity position and management's demonstrated ability
to manage its spending.
Rating Sensitivities
Future ratings and Outlooks will be influenced by broad housing-
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.
Positive rating actions may be considered in the next 6-12 months
if the recent volatile industry data stabilizes (as expected) and
the recovery in housing is maintained, MHO's credit metrics are
sustained or improve further (particularly debt to EBITDA
consistently below 5.5x and interest coverage sustaining above
2.25x), and the company preserves a healthy liquidity position
(above $100 million) with a combination of unrestricted cash and
revolver availability.
Conversely, negative rating actions could occur if the recovery in
housing dissipates; MHO's 2015 revenues drop by the mid-teens
while the EBITDA margins decline below 5%; leverage exceeds 9x;
and MHO maintains an overly aggressive land and development
spending program that leads to consistent and significant negative
quarterly cash flow from operations and meaningfully diminished
liquidity position (perhaps below $50 million).
Fitch currently rates MHO as follows:
-- Long-term IDR 'B';
-- Senior unsecured notes 'B+/RR3';
-- Unsecured revolving credit facility 'B+/RR3';
-- Convertible senior subordinated notes 'CCC+/RR6';
-- Series A non-cumulative perpetual preferred stock 'CCC/RR6'.
The Recovery Rating (RR) of 'RR3' on MHO's senior unsecured notes
indicates good recovery prospects for holders of this debt issue.
MHO's exposure to claims made pursuant to performance bonds and
the possibility that part of these contingent liabilities would
have a claim against the company's assets were considered in
determining the recovery for the unsecured debt holders. The 'RR6'
on MHO's convertible senior subordinated notes and preferred stock
indicates poor recovery prospects in a default scenario. Fitch
applied a going concern valuation analysis for these Recovery
Ratings.
M/I HOMES: S&P Rates New $350MM Sr. Unsecured Notes 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating to M/I Homes Inc.'s proposed
offering of $350 million of unsecured senior notes due 2019 and
2022. The recovery rating of '3' indicates S&P's expectation for
a meaningful recovery (50% to 70%) if a default occurs. The
existing B/Stable/-- corporate credit rating on M/I Homes is
unchanged.
M/I Homes plans to use proceeds from the offering primarily to
retire $230 million of unsecured senior notes due 2018, which bear
an interest rate of 8.625% and will be redeemable on Nov. 15, 2014
at 104.3%. The company will use remaining proceeds to bolster
unrestricted cash and we expect it to deploy this cash over time
for working capital needs, land acquisitions, and land development
spending. Although S&P recognizes the positive impact that the
issuance will have on M/I's liquidity and the benefit from
interest cost savings, debt will also increase and move the
company further from reaching S&P's previously stated leverage
targets. The new notes, in addition to the existing unsecured
revolving credit facility, will rank ahead of the company's
convertible senior subordinated notes.
The 'B' corporate credit rating on M/I reflects S&P's assessment
of the company's "weak" business risk profile based on the
company's larger relative presence in the Midwest markets, which
S&P views as relatively soft. For the 12 months ended June 30,
2014, M/I delivered 3,688 homes, a 21% increase over the prior 12
months, and was active in 145 communities throughout the Midwest,
Mid-Atlantic, and Southern regions. The company's product range
includes single-family detached and attached homes with a focus on
the entry-level and move-up demographics; the average closing
price was $303,000 through the first six months of 2014. Although
the company maintains significant exposure to Midwest markets,
which are characterized by relatively weak demand fundamentals,
S&P also recognizes the company's efforts to shift away from the
Midwest and expand within its Texas and Florida markets, which S&P
views to have more favorable market dynamics. S&P believes the
company will improve its operating leverage as it drives volume by
increasing community count, with a focus in its newer Texas
markets.
"We assess M/I's financial risk as "aggressive" based on the
company's credit measures. Leverage measures improved over the
past two years, but the proposed issuance of $350 million
unsecured debt will push debt higher. Our forecast projects
adjusted debt to EBITDA of 5.7x at the end of fiscal 2014,
improving to 4.5x in 2015 (we give the $50 million noncumulative
preferred shares 50/50 debt/equity treatment, consistent with our
general corporate criteria) as the company increases sales through
community count growth and margins remain stable. With proceeds
from the new unsecured notes strengthening M/I's cash position and
the increased size of its revolving credit facility, we view the
company's liquidity as adequate over the next 24 months. Although
we do not anticipate significant usage of the amended $300 million
revolving credit facility through fiscal 2015, we do expect that
the company will gradually draw down its cash balance to fund
working capital and land spending. We note the company has $50
million of remaining noncumulative preferred shares, which resumed
paying dividends in June 2013," S&P said.
The stable outlook for M/I reflects S&P's view that the U.S.
single-family housing recovery will continue at a moderate pace
and that a gradual increase in the company's community count will
lead to EBITDA growth over the next two years. Although the
interest rate on new debt will likely be more favorable, the
higher debt load will mitigate any significant interest savings.
Although unlikely, S&P would consider a negative rating action if
the housing recovery slows such that growth deviates materially
from S&P's forecast, or if liquidity concerns arise from a more
aggressive land and development spending approach versus S&P's
forecast. S&P would consider a positive rating action if growth
exceeds its expectations such that debt to EBITDA falls to 4x in
2015 and the company maintains its ability to effectively manage
liquidity and working capital.
RATINGS LIST
M/I Homes Inc.
Corporate credit rating B/Stable/--
New Ratings
$350 mil senior unsecured notes B
Recovery rating 3
MADISON SQUARE GARDEN: Considers Breakup In Nod To Pressure
-----------------------------------------------------------
Chris Nolter, writing for The Deal, reported that shares of
Madison Square Garden Co. (MSG) rallied on Tuesday, Oct. 28, after
Jim Dolan's sports, media and entertainment group said it may
break up the corporate home of the New York Knicks, the Rockettes
and other assets, buy back $500 million of its class A shares and
add independent directors to the board. According to the report,
the company's stock gained $7.45, or 11.3%, to $73.23 on Oct. 28,
the opening day of the NBA season.
The Madison Square Garden Company owns The Garden and The Theater
at Madison Square Garden in New York City, the Forum in Inglewood,
CA, and The Chicago Theatre in Chicago; leases Radio City Music
Hall and the Beacon Theatre in New York City, and has a booking
agreement with respect to the Wang Theatre in Boston. The Company
generates a significant portion of its operations at venues,
including concerts, sports events and other live entertainment
shows.
The Troubled Company Reporter, on June 27, 2014, reported that The
Madison Square Garden Company's working capital deficit was
US$236.8 million at March 31, 2014. At March 31, 2014, the
Company had total current assets of US$387.2 million and total
current liabilities of US$624.0 million.
The TCR, on Feb. 21, 2014, reported that MSG's working capital
deficit was US$243.8 million at December 31, 2013. At December
31, 2013, the Company had total current assets of US$422.0 million
and total current liabilities of US$665.8 million.
MARTIFER SOLAR: Has Until Feb. 2 to Propose Chapter 11 Plan
-----------------------------------------------------------
U.S. Bankruptcy Judge August B. Landis extended Martifer Aurora
Solar, LLC's exclusive periods to file a chapter 11 plan until
Feb. 2, 2015; and solicit acceptances for hat plan until April 3.
As reported in the TCR on Oct. 17, 2014, this was the Debtors'
third request for exclusivity extension. The Bankruptcy Court's
second extension order granted the Debtors an exclusive plan
filing deadline through Oct. 3, 2014, and an exclusive plan
solicitation period through Dec. 3, 2014.
The Bankruptcy Court's first extension order granted the Debtors
an exclusive plan filing deadline through Aug. 19, 2014, and an
exclusive plan solicitation period through Oct. 20, 2014.
About Martifer
Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014. Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.
Bankruptcy Judge August B. Landis oversees the case. The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor. The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.
The Debtors also won approval to hire FTI and Michael Tucker, a
senior managing director of FTI, to serve as the company's chief
restructuring officer.
Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.
Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.
Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors. The Committee has retained Pachulski Stang Ziehl &
Jones LLP's Bradford J. Sandler, Esq., Shirley S. Cho, Esq., Jason
Rosell, Esq., and Patricia Jeffries, Esq.; and Larson & Zirzow,
Matthew C. Zirzow, Esq., Zachariah Larson, Esq., and Carey
Shurtliff, Esq., as counsel.
MARTIFER SOLAR: Affiliate Has 14 Days to Fund Committee Carve-Out
-----------------------------------------------------------------
U.S. Bankruptcy Judge August B. Landis granted debtor Martifer
Solar USA, Inc., 14 days from the Oct. 16 order to fund the carve-
out in the amount of $325,000.
The Official Committee of Unsecured Creditors requested that the
Court issue an order requiring debtor Martifer Solar USA, Inc., to
fund the Committee carve out pursuant to the final DIP order. The
order also provided that the parent is not held in contempt of
Court.
As reported in the TCR on Sept. 22, 2014, Martifer Solar, Inc.,
the parent company of Martifer Solar USA, Inc., and Martifer
Aurora Solar LLC, objected to the motion of the Committee. The
Committee said in a court filing dated Sept. 8, 2014, that
pursuant to a stipulation authorizing the Debtors to obtain DIP
financing dated May 21, 2014, the Parent agreed to fund the
Committee professional fee amount of $325,000. The DIP
Stipulation was incorporated into and approved by court order
entered on May 23, 2014.
Under the DIP stipulation, the Parent agreed to fund the carve out
upon the later of: (i) the closing date of the sale of
substantially all of the Debtor's assets; or (ii) the last date of
the term of the DIP loan. The Debtors' sale of substantially all
of its assets to BayWar.e. Solar LLC closed on July 24, 2014, and
the DIP agreement terminated on its own accord on June 20, 2014.
Pursuant to the terms of the final DIP order, the Parent's
obligation to fund the Carve Out is now due and owing. The
Committee requested that the Parent fund the carve out, and
the Parent has refused to date.
A copy of the motion is available for free at:
http://is.gd/yfQqaP
The Parent responded in a court filing dated Sept. 17, 2014, that
"like the Debtors in their subrogation litigation with MSI, the
UCC now seeks the benefit of its deal with MSI without having to
comply with any of the corresponding obligations. Specifically,
MSI did not unilaterally agree to fund $325,000 to the UCC for
professional fees for no consideration. Rather, MSI bargained for
releases of the estates' Chapter 5 claims under the Bankruptcy
Code."
The Parent claimed that in the motion, UCC sought to compel
payment of the UCC carve out without complying with its
obligations under the term sheet, that is, delivering releases to
the Parent. The express terms of the term sheet required its
implementation by court order, which has not happened. As a
result, the Parent cannot be compelled to fund the UCC carve out.
The UCC may seek payment from the Debtors.
A copy of the objection is available for free at:
http://is.gd/cFDv2s
Sale Order
On July 1, 2014, the Court authorized the sale of substantially
all of the Debtors ' assets. BayWa was named as the prevailing
purchaser of the Debtors' assets after no other qualified bids for
the assets were received.
The Court ruled that objections to the sale motion were denied.
Martifer Solar, in a court filing dated June 26, 2014, defended
its motion to sell its assets against objections filed by Tier One
Solar LLC, Suddath Global Logistics, LLC, Martifer Solar, Inc.,
and the Committee. In a filing dated June 23, 2014, the Committee
asked the Court to compel the Parent to comply with the terms of
the binding term sheet with respect to allocation of sale proceeds
with unsecured creditors.
A copy of the Debtor's filing indicating how it resolved the
objections is available for free at:
http://is.gd/33u8v3
Cathay Bank Settlement Okayed
On July 11, 2014, the Court approved the Debtors' settlement
agreement with Cathay Bank.
The Debtors sought June 30, 2014, the Court's approval of the
Settlement Agreement, saying that approval of the agreement is a
condition by Cathay and BayWa in connection with the asset sale.
The Settlement Agreement provides that, on the date of the sale
closing, Cathay will have an allowed and approved secured claim
against the Debtors' estates in the amount of $4.70 million which
is not subject to defense or offset, and the proof of claim will
be deemed amended and fully allowed as a secured claim against the
Debtors' bankruptcy estates in the amount of the Cathay secured
claim. Cathay will have an allowed general unsecured claim for
any amounts that are due or ever become due under, among other
things, the loan documents or the Settlement Agreement, in excess
of the Cathay secured claim.
A copy of the Settlement Agreement is available for free at:
http://is.gd/FA0Ecc
On July 7, 2014, the Parent objected to the approval of the
Settlement Agreement, saying that "it appears the Settlement
Agreement limits, waives and releases MSI's subrogation rights and
rights to the proceeds from the sale to BayWa." According to the
Parent, the Settlement Agreement is not clear regarding the effect
of Cathay's releases on the Parent's subrogation rights. The
Parent claimed that when it made direct, post-petition payments to
Cathay of approximately $2.5 million on behalf of the Debtors, all
parties understood its right to subrogation as a successor to
Cathay.
On July 8, 2014, the Debtors asked the Court to dismiss the
objection, saying that it is centered on the Parent's vague fears
of the effect that the Settlement Agreement might have on its
purported subrogation rights as to the Cathay loan.
According to the Debtors, the guaranty and the subordination
agreement executed by the Parent clearly and completely waived any
rights it may have to prohibit Cathay treating its collateral in
any manner the bank should desire. "Having made those agreements,
MSI is now estopped from asking this Court to revise its
previously made agreements with Cathay . . . . In any event, MSI
has already protected whatever subrogation rights it may have in
the sale assets, including the Cathay collateral, by the language
that it requested be inserted in the sale order," the Debtors
said.
About Martifer
Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014. Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.
Bankruptcy Judge August B. Landis oversees the case. The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor. The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.
The Debtors also won approval to hire FTI and Michael Tucker, a
senior managing director of FTI, to serve as the company's chief
restructuring officer.
Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.
Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.
Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors. The Committee has retained Pachulski Stang Ziehl &
Jones LLP's Bradford J. Sandler, Esq., Shirley S. Cho, Esq., Jason
Rosell, Esq., and Patricia Jeffries, Esq.; and Larson & Zirzow,
Matthew C. Zirzow, Esq., Zachariah Larson, Esq., and Carey
Shurtliff, Esq., as counsel.
MATAGORDA ISLAND: Meeting of Creditors Adjourned to Nov. 4
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Matagorda Island
Gas Operations, LLC, is adjourned to Nov. 4, 2014, at 11:00 a.m.
The meeting will be held at 341 Meeting Room, Lafayette, Room 341,
214 Jefferson St.
As reported in the Troubled Company Reporter on Sept. 11, 2014,
the meeting was scheduled Oct. 7.
Matagorda Island Gas Operations, LLC, filed a Chapter 11
bankruptcy petition (Bankr. W.D. La. Case No. 14-51099) in
Lafayette, Louisiana, on Sept. 3, 2014. The Morgan City,
Louisiana-based company estimated $10 million to $50 million in
assets and $100 million to $500 million in debt. The case is
assigned to Judge Robert Summerhays. The Debtor has tapped
Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as counsel.
MISSISSIPPI PHOSPHATES: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Mississippi Phosphates Corporation 14-51667
601 Industrial Road
Pascagoula, MS 39581
Ammonia Tank Subsidiary, Inc. 14-51668
601 Industrial Road
Pascagoula, MS 39581
Sulfuric Acid Tanks Subsidiary, Inc. 14-51671
601 Industrial Road
Pascagoula, MS 39581
Type of Business: A major United States producer and
marketer of one of the most common types of
phosphate fertilizer, diammonium phosphate.
Chapter 11 Petition Date: October 27, 2014
Court: United States Bankruptcy Court
Southern District of Mississippi
(Gulfport-6 Divisional Office)
Judge: Hon. Katharine M. Samson
Debtors' Counsel: Stephen W. Rosenblatt, Esq.
BUTLER SNOW LLP
1020 Highland Colony Parkway, Suite 1400
Ridgeland, MS 39157
Tel: 601-948-5711
Fax: 601-985-4500
Email: Steve.Rosenblatt@butlersnow.com
Estimated Estimated
Assets Liabilities
------------- -------------
Mississippi Phosphates $100MM-$500MM $100MM-$500MM
Ammonia Tank Subsidiary $1MM-$10MM $1MM-$10MM
Sulfuric Acid Tanks Subsidiary $1MM-$10MM $1MM-$10MM
The petitions were signed by Robert Kerley, CFO.
List of Mississippi Phosphates' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
OCP Office Cherifien Des $4,690,253
Ocpangle Route D'el Jadida
De La Grand Ceiinture
Casablanca, Morocco
Transammonia, Inc. $1,967,000
320 Park Ave, 10th Floor
New York, NY 10022
Oxbow Sulphur Inc. $1,741,326
1450 Lake Robbins Dr., Ste 500
The Woodlands, TX 77380
Central Maintenance & Weld $1,541,778
2620 Keysville Road
Lithia, FL 33547
Premier Chemicals $1,455,651
4664 James Ave, Ste 125
Baton Rouge, LA 70808
Shrieve Chemical $1,167,705
P. O. Box 671515
Dallas, TX 75267-1667
Int'l Welding & Fabrication $1,072,519
11401 Hwy 63
Moss Point, MS 39562
Hydrovac Industrial Ser. $975,105
P.O. Box 83006
Chicago, IL 60691-3010
Unimin Lime $877,322
P. O. Box 181
Calera, AL 35040
Envir. Acid Solutions $666,920
24838 NC Hwy 33 East
Aurora, NC 27806
Duponte Sulfur Prod. $629,045
586 Hwy 44
La Place, LA 70068
MS Power Company $508,779
P. O. Box 4275
Gulfport, MS 39502-4275
Carrier Rental Systems $502,440
6282 Hwy 73
Geismar, LA 70734
Dresser-Rand Company $414,730
P. O. Box 7247-6149
Philadelphia, PA 19170-6149
Jackson Cty Port Auth. $376,721
P. O. Box 70
Pascagoula, MS 39568-0070
Plant Maintenance Ser. $352,135
37110 Hwy 30
Geismar, LA 70734
RPW, Inc. $284,301
P. O. Box 2151
Pascagoula, MS 39569
VIP International $271,406
6638 Pecue Lane
Baton Rouge, LA 70817-4400
BP Energy Co. $235,878
209 Public Square
Cleveland, OH 44114-2375
Brook Services LTD $227,968
P. O. Box 8406
Dallas, TX 75284-0640
Ammonia Tank Subsidiary's Unsecured Creditor:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Mississippi Phosphates Corp Unknown
601 Industrial Rd
Pascagoula, MS 39581
Sulfuric Acid Tanks Subsidiary's Unsecured Creditor:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Mississippi Phosphates Corp Unknown
601 Industrial Rd
Pascagoula, MS 39581
MORJAY REALTY: Foreclosure Auction Set for Nov. 21
--------------------------------------------------
Pursuant to judgment of foreclosure and sale dated Aug. 5, 2014,
Kathleen Gallo, as referee, will sell at public auction in
Courtroom #25 of the Queens County Supreme Court, 88-11 Sutphin
Blvd., Jamaica, NY on Nov. 21, 2014 at 10:00 a.m. the premises
known as Block 0184, Lot 1002.
The property will be sold subject to the terms and conditions of
the judgment and terms of sale in the case, NYCTL 2013-A TRUST AND
THE BANK OF NEW YORK MELLON, AS COLLATERAL AGENT AND CUSTODIAN FOR
NYCTL 2013-A TRUST, Pltf. vs. MORJAY REALTY COMPANY, LLC, et al,
Defts. Index #1335-2014, pending before the Supreme Court in
Queens County.
The Plaintiff is represented by Ms. Gallo, who may be reached at:
Kathleen Gallo
LEVY & LEVY
12 Tulip Dr.
Great Neck, NY
MT GOX: Tokyo Bankruptcy Recognized by Canadian Court
-----------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) on Oct. 3,
2014, ordered, pursuant to Section 272 of the Bankruptcy and
Insolvency Act, that the bankruptcy proceedings commenced with
respect to MtGox Co., Ltd. -- aka Mt. Gox KK and dba MtGox -- be
recognized as a "foreign main proceeding."
MtGox commenced proceedings pursuant to the Bankruptcy Act of
Japan before the Twentieth Civil Division of the Tokyo District
Court in Japan.
The deadline for filing claims against MtGox is May 29, 2015.
Information and updates will be posted at http://www.mtgox.com/
The method for the proof of claim filing will be posted once
available.
The bankruptcy trustee and foreign representative of MtGox Co.
Ltd. with respect to the Japan Bankruptcy Proceedings:
MtGox Co., Ltd.
Office of Bankruptcy Trustee
Kojimachi 3 chome building #202
Kojimachi 3-4-1
Chiyoda-ku, Tokyo
Tel: +81-3-4588-3922
Attn: Nobuaki Kobayashi
The Canadian legal counsel to the bankruptcy trustee and foreign
representative of MtGox Co., Ltd, are:
MILLER THOMSON LLP
Scotia Plaza
40 King Street West, Suite 5800
PO Box 1011
Toronto, ON Canada M5H 3S1
Tel: 416-595-8615/8577
Fax: 416-595-8695
Attn: Jeffrey Carhart/ Margaret Sims
E-mail: jcarhart@millerthomson.com
msims@millerthomson.com
MULTIBANK INC: Fitch Raises LT Issuer Default Rating From 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded Multibank Inc.'s (MB) ratings as
follows:
-- Viability Rating (VR) to 'bbb-' from 'bb+';
-- Long-term Issuer Default Rating (IDR) to 'BBB-' from 'BB+';
-- National long-term rating to 'AA' from 'AA-';
-- Short-term IDR to 'F3' from 'B'.
The Rating Outlook is Stable.
Key Rating Drivers - VR, IDRS and National Ratings
MB's VR drives its long-term IDR and national scale ratings. The
bank's VR has been upgraded in light of MB's coherent strategy,
improved capital position, improved market risk management,
consistently high asset quality and track record of profitability.
The bank has successfully executed a long-term strategy, adopted
since 2005, to improve its franchise and diversify its revenue
generation. The bank has emerged as a key player in the middle
market and retail segments with a market share of 3.8% of general
license banks' unconsolidated assets, having greatly expanded its
commercial presence and deposit base while maintaining sound asset
quality.
The bank's capital position has improved. Fitch core capital
increased from 10.2% at year-end (YE) 2013 to 10.9% at June 2014.
Tangible common equity increased from 7.1% to 7.4% during the same
period. The bank's capital position benefits from a reduction in
MB's securities' revaluation loss as well as a $40 million
issuance of common shares in 2013. The bank's lower rate of asset
growth, which has declined to a sustainable level in line with the
rate of MB's internal capital generation, also benefits the bank's
capital in the near and medium terms.
MB has reduced its exposure to market risk, having partially
recovered a $32.9 million unrealized loss in the revaluation of
its portfolio of available for sale securities in 2013. The bank
has tightened stop-loss and management action triggers and
reinforced monitoring systems of the bank's sensitivity to
interest rate volatility.
MB's asset quality has been robust. Loans past due by 90 days
decreased to 0.8% at June 2014, comparing favourably with the
Panamanian national banking sector average of 1.6%. The bank's
reserves represent 1.5% of gross loans and cover impaired loans by
more than 200% at June 2014. MB has also well diversified
portfolio with minor levels of concentration and related party
lending.
The bank's financial performance has been stable, underpinned by
healthy growth, resilient margins, high asset quality and
controlled operating costs. ROAA has consistently ranged between
1.4% and 1.7% since 2009. The decline in the bank's rate of annual
loan growth (14.4% for the 12 months ending June 2014 compared to
a peak of 29.4% at YE2012) puts MB is in a better position to
benefit from the investments in its network's expansion to date.
Key Rating Drivers - Support Rating and Support Rating Floor
The banks' Support Rating (SR) of '5' and Support Rating Floor
(SRF) of 'NF' reflect Fitch's expectation of no support. As a
longstanding dollarized economy, Panama lacks a lender of last
resort, though Banco Nacional de Panama, the largest state
controlled bank, could provide temporary liquidity loans.
Rating Sensitivities - VR, IDRs and National Ratings
Currently, there is limited upside potential for MB's ratings.
Further strengthening of its business model and franchise, which
may allow the bank to preserve a sound balance between asset and
funding growth; as well as improvement in its profitability and
current capital levels in a sustained manner, may positively
influence its ratings.
MB's ratings could be downgraded in the event of a severe
deterioration in asset quality or a decline in its financial
performance, resulting in a sustained decrease in the bank's ratio
of tangible common equity to tangible assets to below 7.1%, or a
sustained decrease in the Fitch Core Capital ratio to below 10%.
Fitch has taken the following rating actions:
Multibank, Inc.
-- Long-term IDR upgraded to 'BBB-' from 'BB+'; Outlook Stable;
-- National long-term rating upgraded to 'AA' from 'AA-'; Outlook
Stable;
-- National short-term rating affirmed at 'F1+';
-- Short-term IDR upgraded to 'F3' from 'B';
-- Viability Rating upgraded to 'bbb-' from 'bb+';
-- Support Rating affirmed at '5';
-- Support floor affirmed at 'NF'.
NEW LOUISIANA: Meeting of Creditors Adjourned to Nov. 4
-------------------------------------------------------
The U.S. Trustee for Region 5 has adjourned to Nov. 4, 2014, at
11:10 a.m., the meeting of creditors in the Chapter 11 cases of
New Louisiana Holdings LLC, et al. The meeting will be held at at
341 Meeting Room, Lafayette, Room 341, 214 Jefferson St.
New Louisiana Holdings LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on
June 25, 2014.
Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case
No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at
Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010
Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853),
Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854),
Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855),
Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant,
LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case
No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St.
Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village
5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy
petitions on July 16, 2014.
Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC
(Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14-
50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG
Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case
No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North
Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14-
50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St.
Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No.
14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach
LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14-
50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed
separate Chapter 11 bankruptcy petitions on July 28, 2014.
Four more affiliates of New Louisiana -- CHC-CLP Operator Holding
LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14-
51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC
(Case No. 14-51103) -- that operate skilled nursing facilities
located in Lakeland, Clewiston and St. Peterburg, Florida, sought
protection under Chapter 11 of the Bankruptcy Code on Sept. 3,
2014.
The Chapter 11 cases are jointly consolidated with New Louisiana's
Chapter 11 case at Case No. 14-50756 before Judge Robert
Summerhays of the United States Bankruptcy Court for the Western
District of Louisiana (Lafayette).
The Debtors are represented by Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, in Dallas, Texas.
The U.S. Trustee for Region 5 on Oct. 3 appointed three creditors
of New Louisiana Holdings, LLC to serve on the official committee
of unsecured creditors.
NEW LOUISIANA: Creditors Want Affiliates' Cases Transferred to FL
-----------------------------------------------------------------
Three creditors in the Chapter 11 cases of New Louisiana Holdings,
LLC, ask the Bankruptcy Court to transfer certain of the debtor-
affiliates' cases from the U.S. Bankruptcy Court for the Western
District Of Louisiana to the Middle District of Florida.
The Estate of David Santiago, Sr., says that debtor SA-Clewiston,
LLC, has failed to show that venue is proper.
The Estate of Juanita Henderson, says that Debtor SA-Lakeland,
LLC, has failed to show that venue is proper. The Debtor has no
discernable connection to the State of Louisiana, and few, if any,
of its creditors are here. On the contrary, the Debtor's sole
business is operating a Florida nursing home, which is where most,
if not all, of its assets exist and where its creditors reside.
The Estate of David L. Ferguson says that Debtor SA-ST.
Petersburg, LLC has failed to show that venue is proper.
In the Debtors' motion seeking joint administration, they alleged
only that it is affiliated with New Louisiana Holdings, LLC;
however, there has been no showing whatsoever how the entities are
affiliated.
About New Louisiana Holdings
New Louisiana Holdings LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on
June 25, 2014.
Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case
No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at
Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010
Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853),
Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854),
Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855),
Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant,
LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case
No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St.
Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village
5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy
petitions on July 16, 2014.
Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC
(Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14-
50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG
Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case
No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North
Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14-
50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St.
Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No.
14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach
LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14-
50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed
separate Chapter 11 bankruptcy petitions on July 28, 2014.
Four more affiliates of New Louisiana -- CHC-CLP Operator Holding
LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14-
51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC
(Case No. 14-51103) -- that operate skilled nursing facilities
located in Lakeland, Clewiston and St. Peterburg, Florida, sought
protection under Chapter 11 of the Bankruptcy Code on Sept. 3,
2014.
The Chapter 11 cases are jointly consolidated with New Louisiana's
Chapter 11 case at Case No. 14-50756 before Judge Robert
Summerhays of the United States Bankruptcy Court for the Western
District of Louisiana (Lafayette).
The Debtors are represented by Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, in Dallas, Texas.
The U.S. Trustee for Region 5 on Oct. 3 appointed three creditors
of New Louisiana Holdings, LLC to serve on the official committee
of unsecured creditors.
NII HOLDINGS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
NII Holdings, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $1,216,071,340
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $0
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-Priority
Claims $3,068,103,749
----------- -----------
Total $1,216,071,340 $3,068,103,749
A copy of the schedules is available for free at
http://bankrupt.com/misc/NIIHoldings_120_SALs.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.
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. The U.S. Trustee for Region 2 on
Sept. 29 appointed five creditors of NII Holdings to serve on the
official committee of unsecured creditors.
OPTIMA SPECIALTY: S&P Rates $300MM Senior Secured Notes 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to U.S.-based steel processor Optima Specialty Steel Inc.'s
$300 million senior secured notes. The issue-level rating is
commensurate with the '3' recovery rating, which indicates S&P's
expectation for meaningful recovery (50% to 70%) in the event of a
default at the senior secured notes subordinate position in the
capital structure.
The 'B' corporate credit rating and stable outlook are unchanged,
and are derived from S&P's "aggressive" financial risk profile and
"vulnerable" business risk profile assessments of the company.
Optima's "vulnerable" business risk reflects Optima's relatively
modest size and participation in the highly fragmented steel
processing industry amongst competitors who are larger with
greater resources. S&P bases its "aggressive" financial risk
assessment on its expectation that debt to EBITDA will be about
4.5x in 2014, pro forma for the Corey Steel acquisition, and
Optima's ownership by a financial sponsor. The stable outlook
reflects S&P's expectation that execution risks with the
acquisition of Corey Steel are low, and credit measures will not
materially deteriorate. S&P expects overall end-market demand to
be positive, driven by strength in light automotive builds in 2015
and strength in manufacturing.
Key analytical factors:
-- S&P has updated its recovery analysis to reflect Optima's
proposed $300 million senior secured notes due 2019. The
proposed notes have a '3' recovery rating, which indicates
S&P's expectation for meaningful recovery (50% to 70%).
-- S&P's recovery analysis contemplates that Optima will use a
portion of the proceeds to redeem all outstanding $175
million 12.5% senior secured notes due 2016 and $35 million
16% senior unsecured notes due 2016, as well as to fund the
proposed acquisition of Corey Steel Co. Other than Optima's
asset-based loan (ABL) facility as discussed below, the
proposed senior secured notes would represent the only
material debt instrument in the new capital structure.
-- S&P assessed recovery prospects for note holders on the
basis of a reorganization value of about $225 million, which
is $50 million more than S&P's previous assumption. The
valuation increase reflects what S&P sees as somewhat
greater potential for "through the cycle" cash flow
generation and gives effect to the proposed Corey
acquisition, which S&P assumes will be EBITDA-accretive.
-- S&P's recovery analysis contemplates that the value of the
collateral securing Optima's ABL facility would be
sufficient to cover the amount owed. Although Optima
expects the facility to have a total commitment of $75
million (upsized from $40 million) upon completion of the
senior secured notes offering, S&P assumed outstanding
borrowings for purposes of S&P's default scenario of about
$45 to capture the likelihood that the borrowing base would
contract as conditions deteriorate.
Simulated default and valuation assumptions:
-- Year of simulated default: 2017
-- EBITDA at emergence: $45 million
-- Implied enterprise valuation (EV) multiple: 5x
-- Gross EV: $225 million
Simplified waterfall:
-- Net EV (after 5% administrative costs): $215 mil.
-- Priority claims (fully collateralized ABL facility):
$45 mil.
-- Remaining value: $170 mil.
-- Estimated senior secured notes claim: $310 mil.*
-- Recovery expectation: 50% to 70% (lower half of range)
* Reflects $300 million principal amount plus an assumption for
accrued but unpaid interest outstanding at default.
RATINGS LIST
Optima Specialty Steel Inc.
Corporate credit rating B/Stable/--
New Rating
Optima Specialty Steel Inc.
$300 mil sr secd notes. B
Recovery rating 3
PACIFIC RUBIALES: Fitch Affirms 'BB+' Issuer Default Ratings
------------------------------------------------------------
Fitch Ratings has affirmed Pacific Rubiales Energy Corp. foreign
and local long-term Issuer Default Ratings (IDRs) at 'BB+'. Fitch
has also affirmed its 'BB+' long-term rating on the company's
outstanding senior unsecured debt issuances of approximately USD4
billion with final maturity in 2019 through and 2025. The Rating
Outlook is Stable.
Key Rating Drivers
Pacific Rubiales' ratings are supported by the company's
leadership position as the largest independent oil and gas player
in Colombia and its strong management with recognized expertise in
heavy oil exploration and production. The ratings also reflect the
company's strong liquidity and low leverage. Pacific Rubiales'
credit quality is tempered by the expiration of its main producing
concession as well as the company's small, but growing, scale of
production and relatively small reserve profile. The company also
benefits somewhat from its partnerships with Ecopetrol (IDR rated
'BBB' by Fitch), Colombia's national oil and gas company, which
supports Pacific Rubiales' investments and shares production
Solid Financial Profile
The ratings reflect the company's adequate financial profile,
characterized by low leverage and strong interest and debt service
coverage. The company reported leverage ratios, as measured by
total net debt/EBITDA and total debt/total proved reserves of 1.4x
and USD11 per barrels of oil equivalent (boe), respectively, as of
the latest 12 months (LTM) ended June 30, 2014. Debt of
approximately USD4.3 billion was primarily composed of senior
unsecured notes due between 2019 and 2025. Pacific Rubiales
reported EBITDA of USD2.7 billion as of the LTM ended June 30,
2014.
Piriri-Rubiales Concession Expires in 2016
Although Pacific Rubiales' production and reserves profile has
significantly improved in recent years, the expiration of the
Piriri-Rubiales production agreement in 2016 is expected to have a
significant impact on the company's financial results. As a
result, Fitch expects Pacific Rubiales' production level for 2017
to be in line or below current production. This field currently
represents approximately 43% of total net production, down from
75% in 2010. The rating does not incorporate the possibility of
extending production from this field past its expiration date.
Adequate Operating Metrics
The operating metrics for the company have been improving rapidly
and its growth strategy is considered somewhat aggressive. During
2013, the company's reserve replacement ratio was 314% and its
current 2P reserve life index is approximately 13 years using
current production levels; proved (1P) reserve life stood at
approximately 8.3 years during 2013. During the past two years the
company increased gross and net production to approximately
320,078 boe per day and 149,118 boed from approximately 235,796
boed and 92,611 boed as of June 2012, respectively. As of December
2013, Pacific Rubiales' 1P and 2P reserves, net of royalties,
amounted to approximately 394 million and 619 million boe,
respectively.
Capex to Pressure Free Cash Flow (FCF)
FCF (net CFFO less capex and dividends) has been negative given
the company's growth strategy. Pacific Rubiales' significant capex
plans over the next few years could continue to pressure FCF in
the near term. Increasing production at Piriri-Rubiales'
surrounding Quifa and nearby CPE-6 blocks is expected to account
for the bulk of the company's capex, which is expected to be
approximately USD2.5 billion per year. By 2017, after the
expiration of the Piriri-Rubiales concession, leverage is expected
to be approximately 2x, using Fitch price deck. FCF has also being
pressured by the company's dividend policy and more recently due
to an equity repurchase program. The company would likely have to
issue additional debt if it increases its dividend policy or
repurchase the full amount allowed under its equity repurchase
program, under which case its capital structure could deteriorate
and put downward pressure on the company's credit quality.
Strong Liquidity Position
The company's current liquidity position is considered strong,
characterized by strong cash flow generation and manageable short-
term debt obligations. As of June 30, 2014, cash on hand amounted
to approximately USD427 million, while short-term debt was USD455
million. The company also has committed credit facilities totaling
USD1 billion and as of June 30, 2014, it had drawn down
approximately USD100 million. The bulk of the company's current
debt is composed of four debt issuance with bullet maturities
ranging from USD750 million through USD1.3 billion and due in
2019, 2021, 2023 and 2025.
RATING SENSITIVITIES
A negative rating action would be triggered by any combination of
the following events: A sustained adjusted leverage above 2x,
driven by an increase in debt for exploration combined with a low
success rate of discoveries; an increase in the company's
dividends and/or equity repurchase programs and/or a decline in
production and reserves. Pacific Rubiales ratings could also be
pressured if the company fails to increase production in order to
replace the significant contribution of the Piriri-Rubiales field
by the time the concession expires.
Although a positive rating action is unlikely in the medium term
given the current developing risks associated with the company,
factors that could result in a positive rating action include an
increased diversification of the production profile of the
company, consistent growth of both production and reserves,
positive FCF generation while maintaining financial leverage below
2x.
PALM BEACH: Wants to Extend Term of CBRE Until August 2015
----------------------------------------------------------
Palm Beach Community Church, Inc., asks the Bankruptcy Court for
authorization to enter into an amendment to the original listing
agreement with CBRE, Inc., real estate broker; and Lynette Green,
real estate agent.
On April 4, 2014, the Court entered its order authorizing the
Debtor to (i) employ real estate broker, CBRE, Inc.; and (ii)
employ the broker to market the property for a period until
Aug. 3, 2014.
The Debtor seeks to market that certain parcel of real property
located at the northeast quadrant of the intersection of PGA
Boulevard and Shady Lakes Drive, in the city of Palm Beach
Gardens, Florida consisting of approximately 9 acres of
undeveloped land.
The amendment provides for, among other things:
1. the extension of CBRE's exclusive listing period until
Aug. 20, 2015; and
2. an additional 1% commission to be paid to a co-broker
representing the successful purchaser.
Pursuant to the terms of the amended listing agreement, the broker
will perform these services in connection with marketing the
Debtor's property:
i) determination of marketing strategy;
ii) preparation of marketing materials;
iii) listing and marketing of property;
iv) preparation of due diligence information;
v) assistance in deal negotiations;
vi) negotiate any offers made to purchase the property; and
vii) assistance in transaction closing, until Aug. 20, 2015.
The broker has agreed to accept a commission of 3% of the gross
sales price if no other brokers are involved in the sales
transaction. In addition, a cooperating broker representing the
successful buyer will receive a commission of 1% of the gross
sales price to be paid by the buyer.
No commission will be due the broker or any co-broker in the event
of a purchase or a deed in lieu of foreclosure by or with PNC
Bank, N.A. or any purchase of the property at a foreclosure sale.
To the best of the Debtor's knowledge, the broker is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
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: Wants Plan Solicitation Exclusivity Until Nov. 3
------------------------------------------------------------
Palm Beach Community Church, Inc., in its fourth motion, asks the
Bankruptcy Court to extend its exclusive period to solicit
acceptances to the Chapter 11 plan until Nov. 3, 2014.
The Debtor related that at the hearing on approval of the Amended
Disclosure Statement, the Court ruled that the Debtor was required
to file a Second Amended Disclosure Statement by July 17, to
reflect the revised treatment of creditor PNC's claim as PNC, on
July 10, had elected to have its claim treated pursuant to Section
1111(b)(2) of the Bankruptcy Code.
On July 17, 2014, the Debtor filed its Second Amended Plan and its
Second Amended Disclosure Statement. Upon the agreed ex-parte
motion to continue confirmation hearing and hearing on fee
applications, all related deadlines were extended and the
confirmation hearing was rescheduled to Nov. 3.
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.
PLEASANT HILL: Paul Property Mgt. Wants to Buy Shopping Center
--------------------------------------------------------------
Sam Spatter at Trib Total Media reports that Paul Property
Management has offered $5.5 million to acquire Pleasant Hill
Associates, L.P.'s Curry Hollow Shopping Center in Baldwin Borough
and Pleasant Hills. According to Trib Total, the sale is awaiting
bankruptcy court approval.
The Debtor says in court documents that the proposed sale price
will exceed its debt and will allow it pay its creditors in full.
Court documents show that the Debtor owes $3.35 million to Sun
Life Assurance Co., which filed a foreclosure request in Allegheny
County Common Pleas Court on July 9, 2014. Trib Total says that
Cynthia Cohen, Esq., an attorney with Paul Hastings, represents
Sun Life and will attend the Nov. 18, 2014 bankruptcy hearing.
Trib Total relates that the center owes $181,884 to Baldwin and
the Baldwin-Whitehall School district in 2013 taxes, interest and
penalties.
New York-based Pleasant Hill Associates, L.P., filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12030) on
July 9, 2014. In its Petition, the Debtor estimated assets and
debt between $1 million and $10 million each. The Petition was
signed by Jay Marc Schwamm, president.
Gerard Sylvester Catalanello, Esq., at Duane Morris LLP, serves as
the Debtor's bankruptcy counsel.
PRETTY GIRL: Gets Nod to Use JPM Cash Collateral Until Dec. 31
--------------------------------------------------------------
Bankruptcy Court, in a final order, authorized Pretty Girl, Inc.,
to use cash collateral, in which JPMorgan Chase Bank, N.A,,
asserts an interest.
Unless there is a default in the final order, the Debtor is
authorized to use cash collateral until Dec. 31, 2014.
The order also provides that after Dec. 31, 2014, the Debtor may
use cash collateral provided that not later than 10 business days
prior to the last day of each cash collateral period, the Debtor
will provide written notice of any proposed changes to the budget
to the Bank, the Committee, and the Office of the U.S. Trustee and
the budget.
As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the Bank a first
priority postpetition lien on and security interest in all of the
assets of the Debtor; a superpriority administrative claim status,
subject to a carve-out on certain expenses.
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 Official Committee of Unsecured Creditors tapped to retain
Wilk Auslander LLP as its conflicts counsel, CBIZ Accounting, Tax
& Advisory of New York, LLC and CBIZ, Inc. as its financial
advisors.
PRETTY GIRL: Hearing Today on Bid to Extend Exclusive Periods
-------------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on Oct. 29, 2014,
at 10:00 a.m. to consider Pretty Girl, Inc.'s motion for
exclusivity extensions.
The Debtor requested that the Court extend its exclusive periods
to file a plan of reorganization until Jan. 28, 2015, and solicit
acceptances for that Plan until March 30.
The Debtor is represented by:
Nancy L. Kourland, Esq.
ROSEN & ASSOCIATES, P.C.
747 Third Avenue
New York, NY 10017-2803
Tel: (212) 223-1100
Pretty Girl, Inc.
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 Official Committee of Unsecured Creditors tapped to retain
Wilk Auslander LLP as its conflicts counsel, CBIZ Accounting, Tax
& Advisory of New York, LLC and CBIZ, Inc. as its financial
advisors.
PRIMUS GUARANTY: Holds Shareholders' Meeting; Mulls Liquidation
---------------------------------------------------------------
Primus Guaranty, Ltd. On Oct. 27 disclosed that its Board of
Directors is convening a Special General Meeting of Shareholders
for the purpose of seeking shareholder approval to wind up the
Company by way of a members' voluntary liquidation under the
Companies Act 1981 of Bermuda. The Special General Meeting will
be held on November 20, 2014 at 4:00 P.M., Eastern Time/5:00 P.M.,
Atlantic Time, at Deloitte, Ltd., Corner House, 20 Parliament
Street, Hamilton HM 12, Bermuda.
A copy of the Notice of Special General Meeting of Shareholders
and the related Proxy Statement are available in the Investor
Relations section of the Company's Web site at
www.primusguaranty.com as well as at www.envisionreports.com/prsg
These proxy materials are first being sent or given to
shareholders of the Company on or about October 27, 2014. The
record date for the Special General Meeting is October 22, 2014.
Upon commencement of the voluntary liquidation, if approved by the
shareholders, the Company's stock transfer books, known under the
Companies Act as the Register of Members, will be frozen, and the
Company's transfer agent will not record or recognize any
subsequent assignments or transfers of the Company's common
shares, par value $0.08 per share made by registered shareholders.
Securities brokers, however, may continue to make a market for the
Common Shares held in street name, and the Common Shares may
continue to be traded in the over-the-counter market on an
electronic bulletin board established for unlisted securities such
as the OTC Markets Pink Sheets or the OTC Bulletin Board. There
can be no assurance, however, that such trading will continue on
the OTC Markets Pink Sheets, the OTC Bulletin Board, or otherwise.
In addition, the market liquidity of the Common Shares may be
reduced and, as a result, investors may find it more difficult to
dispose of, or obtain accurate quotations for the price of, the
Common Shares, if they are able to trade the Common Shares at all.
The Company has adopted a Plan of Liquidation for U.S. Federal
Income Tax Purposes and has, to date, made three partial
liquidating distributions pursuant to such Plan aggregating $10.70
per Common Share. During the voluntary liquidation the Company
may pay one or more additional distributions, including, at the
completion of the voluntary liquidation, a final distribution to
shareholders. However, the Company is unable to predict the
amount or timing of any subsequent partial or final liquidating
distribution, which will depend upon the expenses incurred by the
Company, the timing of the resolution of matters for which the
Company has established reserves, the amount to be paid in
satisfaction of contingencies, and the Company's ability to
convert any remaining non-cash assets into cash, among other
things.
About Primus Guaranty, Ltd.
Primus Guaranty, Ltd. -- http://www.primusfinancial.com-- is a
Bermuda company. The Company, through its subsidiary, Primus
Financial Products, LLC, provides protection against the risk of
default on primarily investment grade corporate reference
entities. The Company has offices in New York. The Company's
credit protection portfolio, which consists of credit default
swaps transacted with dealers and banks, is in amortization.
PSL-NORTH AMERICA: Has Until Dec. 15 to Remove Civil Actions
------------------------------------------------------------
The Bankruptcy Court extended until Dec. 15, 2014, PSL-North
America LLC's time to file notices to remove civil actions.
About PSL-North America
Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes. The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years. The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.
On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code. The
Debtors' cases have been assigned to Judge Peter J. Walsh.
The Debtors sought approval to have their cases jointly
administered for procedural purposes.
PSL-North America LL disclosed $93,343,085 in assets and
$204,025,409 in liabilities as of the Chapter 11 filing. As of
the Petition Date, the company had total outstanding debt
obligations of $130 million, according to a court filing.
Proposed counsel for the Debtor are John H. Knight, Esq., Paul N.
Heath, Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and
William A. Romanowicz, Esq. at Richards, Layton & Finger, P.A.
of Wilmington, Delaware. Epiq Bankruptcy Solutions serves as
claims agent.
QUEBEC LITHIUM: Commenced CCAA Proceedings; KPMG Named as Monitor
-----------------------------------------------------------------
Quebec Lithium Inc., QLI Metaux Inc., RB Energy Inc., and Sirocco
Mining Inc., commenced court-supervised restructuring proceedings
under the Companies' Creditors Arrangement Act on Oct. 14, 2014.
The Commercial Division of the Quebec Superior Court on the same
day granted an order under the CCAA for a stay of proceedings
against the Companies and appointed KPMG Inc., as monitor.
On Oct. 15, the Court issued an Amended and Restated Initial
Order.
The Monitor may be reached at:
KPMG Inc.
Attn: Michael Clark
777 Dunsmuir Street
PO Box 10426, Pacific Centre
Vancouver, BC V7Y 1K3
Tel: 604-691-3468
Fax: 604-691-3036
E-mail: maclark@kpmg.ca
For inquiries in French, contact:
Michael Marchand
Tel: 514-840-2165
E-mail: mmarchand@kpmg.ca
RAFAEL ALMONTE RAMIREZ: Summary Judgment Bid Granted in Part
------------------------------------------------------------
Bankruptcy Judge Brian K. Tester granted, in part, and denied, in
part, the Motion for Partial Summary Judgment and Memorandum in
Support Thereof filed by Rafael Almonte Ramirez in his lawsuit
against an insurance company. Judge Tester held that Mr.
Almonte's Motion for Partial Summary Judgment is denied as to Mr.
Almonte's argument that Universal Insurance Company violated the
automatic stay, and granted as to Mr. Almonte's argument that
Universal violated the standard discharge injunction.
The court clerk is directed to schedule a status conference on
November 20, 2014 to discuss any and all remaining issues,
including Universal's request for discovery as to damages.
The adversary proceeding stems from issues pertaining to Universal
Insurance Company's credit over Mr. Almonte's real property
located in Guaynabo, Puerto Rico. Universal has a second ranked
mortgage on the Real Property in the amount of $300,000.00.
Mr. Almonte filed for relief under chapter 11 of the Bankruptcy
Code (Bankr. D. P.R. Case No. 09-08581) on October 7, 2009. On
June 16, 2010, Mr. Almonte filed his plan for reorganization. Upon
the filing of his plan, Mr. Almonte realized that the Real
Property was not necessary to an effective reorganization, and
acquiesced to, and the Court ordered, the lifting of the automatic
stay so that Universal could satisfy its credit.
The case is, RAFAEL ALMONTE RAMIREZ, Plaintiff, v. UNIVERSAL
INSURANCE COMPANY, JOHN DOE, RICHARD ROE, AND INSURANCE COMPANIES
X OR Y, Defendants, Adv. Proc. No. 12-00379 (Bankr. D. P.R.). A
copy of the Court's October 24, 2014 Opinion and Order is
available at http://is.gd/tryHhmfrom Leagle.com.
RAY WILLEY: Fails to Provide Info on Former Asylum Development
--------------------------------------------------------------
Kristen Leigh Painter at the Star Tribune reports that Ray Willey
has failed to present to the Fergus Falls city counsel requested
information on the development of Fergus Falls former asylum, The
Regional Treatment Center, built in 1890 and closed in 2005.
Star Tribune relates that the city council gave Mr. Willey until
last Thursday to submit the requested information. Citing council
member Anthony Hicks, the report states that Mr. Willey told
council members to expect documents by Monday's meeting instead.
Star Tribune relates that Mr. Willey and his company, Historic
Properties, laid out in 2013 a plan for a two-phase, $42 million
rehab. The report says that after a year and a half of talks,
council members this month stopped the project, criticizing Mr.
Willey for not producing enough information. "We've asked for
those for a long time, and he keeps avoiding it," the report quted
council member Stan Synstelien as saying.
According to Star Tribune, Mr. Willey said he has secured all but
$700,000 of the $21 million needed for the first phase.
Developer Ray Willey filed for Chapter 11 bankruptcy when he ran
into financial trouble when he couldn't complete one project -- a
bookstore in Modesto, California.
REGAL ENTERTAINMENT: To Explore Strategic Alternatives
------------------------------------------------------
Knoxville, Tennessee-based Regal Entertainment Group (NYSE: RGC)
said Oct. 27 that its Board of Directors has authorized the
exploration of strategic alternatives to enhance shareholder
value, which may include a potential sale of the Company. While
the Board of Directors has great confidence in the Company's
management team and its strategic plan, the combination of Regal's
continued strong performance and attractive industry dynamics has
led the Board to conclude that this is an opportune time to
conduct a thorough review of options, the Company said in a
statement.
The Board of Directors has retained Morgan Stanley & Co. LLC, Inc.
as its financial advisor to assist in the review process. The
Company has not set a definitive timetable for completing its
exploration of strategic alternatives and there can be no
assurance that the process will result in any specific outcome.
The Company does not intend to disclose further developments
during this process, unless and until its Board of Directors
approves a specific course of action or otherwise concludes the
review.
On Tuesday, Regal also reported fiscal third quarter 2014 results.
The Company said total revenues for the third quarter ended
September 25, 2014 were $693.8 million compared to total revenues
of $813.1 million for the third quarter ended September 26, 2013.
Net income attributable to controlling interest in the third
quarter of 2014, was $26.7 million compared to $75.1 million in
the third quarter of 2013. Adjusted EBITDA(3) was $122.1 million
for the third quarter of 2014 compared to $177.3 million for the
third quarter of 2013.
The Board declared both a quarterly cash dividend of $0.22 and a
special cash dividend of $1.00 per Class A and Class B common
share, each payable on December 15, 2014, to stockholders of
record on December 4, 2014. The Company intends to pay a regular
quarterly dividend for the foreseeable future at the discretion of
the Board of Directors depending on available cash, anticipated
cash needs, overall financial condition, loan agreement
restrictions, future prospects for earnings and cash flows as well
as other relevant factors.
In August, the Company disclosed in a regulatory filing with the
Securities and Exchange Commission that total shareholders'
deficit was $750.5 million on total assets of $2,675.7 million and
$3,426.2 million of total liabilities, for the quarterly period
ended June 26, 2014.
Michael Cieply, writing for The New York Times DealBook, reported
that Amy Miles, Regal's chief executive, did not disclose details
of the planned review, and a Regal spokesman, Tom Johnson,
declined to elaborate on the statement.
NY Times also noted that investor Philip Anschutz controlled about
47.2% of Regal's Class A common stock, and had 77.7% control of
its voting shares, as of March, according to a company filing with
the SEC.
RHODES FINANCIAL: Dec. 6 Deadline to Respond to "Plater" Suit
-------------------------------------------------------------
Troy Plater, Attorney in Fact for Sylvia A. Scott, commenced a
civil action against Rhodes Financial Services, Inc., and Stephen
Gray, its Chapter 7 Trustee, in the Commonwealth of Massachusetts
County of Plymouth Superior Court, PLCV2014-00483. The civil
action seeks a decree to discharge a mortgage pursuant to M.G.L.
240 Sec. 15. Any defense against the action must be filed by Dec.
6, 2014.
Rhodes Financial Services, Inc. is a debtor in a Chapter 7 case
(Bankr. D. Mass. Case No. 94-41540), Bankruptcy Judge Henry J.
Boroff, presiding. Stephen Gray, the Chapter 7 Trustee, is
represented by Barry G. Braunstein, Esq. --
bbraunstein@riemerlaw.com -- at Riemer & Braunstein, LLP.
ROBERT MEIER: Baby Supermall CEO's Bankruptcy Case May Proceed
--------------------------------------------------------------
Bankruptcy Judge Jack B. Schmetterer denied the request of Edward
Schrock to dismiss the Chapter 11 case of Robert Meier.
Meier is the CEO and owns a 7/8 interest in Baby Supermall, LLC.
Shrock was a founder of the Company, and continues to own a 1/8
interest. The Company sells infant bedding, clothing and other
accessories online. The parties have been embroiled in state court
litigation in the Circuit Court of Cook County, in a case styled
Shrock v. Meier, 09 L 1455.
Shrock sought a judgment against Meier for breach of his fiduciary
duty, and the dissolution of the Company. On March 5, 2014, a jury
returned a verdict against Meier finding that Meier violated his
fiduciary duties to Shrock.
Before judgment was entered on the verdict, Meier filed a petition
for relief under Chapter 11 (Bankr. N.D. Ill. Case No. 14-10105).
Shrock then moved for relief from the automatic stay to continue
the litigation in state court. That motion was granted, and the
state court litigation continues apace.
Shrock then moved for dismissal of the bankruptcy case, or for
abstention from the case, and for sanctions because the bankruptcy
case was assertedly filed in bad faith as a litigation tactic.
That has not been shown, so Shrock's motion will be denied, the
Court said in its October 21, 2014 Memorandum Opinion available at
http://is.gd/ahx4Xdfrom Leagle.com.
SCICOM DATA: Bankruptcy Court Confirms Plan of Liquidation
----------------------------------------------------------
Bankruptcy Judge Michael E. Ridgway confirmed SCICOM Data
Services, Ltd.'s Plan of Liquidation dated April 3, 2014.
According to the Disclosure Statement, the Plan creates a
Liquidating Fund and assigns a Liquidating Agent to undertake the
continuing post-confirmation sale of all of the Debtor's remaining
assets (including the Office Property), the resolution of claims,
the pursuit of any Avoidance Claims and Causes of Action, the
distribution of proceeds to the holders of Allowed claims, and
such other actions as are necessary to wind down the Debtor's
business. There are no secured creditors, and Allowed unsecured
claims will be paid from cash on hand, the proceeds of sales and
any net recoveries from Avoidance Actions and other Causes of
Action.
The Debtor proposes the Plan to facilitate the most efficient and
timely liquidation of remaining assets as well as the fastest
distribution of proceeds to creditors. Furthermore, the Plan
provides a mechanism for interim distributions to holders of
Allowed claims that will allow them to receive distributions soon
as practicable.
The Debtor proposes to treat creditors' claim as:
1. Administrative Expense Claims ($88,130) will be paid
in full in cash.
2. Priority Claims ($4,971) will in full in cash.
3. The Debtor will pay 50% of the allowed Convenience
Claims ($32,040) soon as practicable after the Effective
Date.
4. General Unsecured Claims ($21,176,638) will receive a
pro-rata share of the Liquidation Fund (estimated
distribution of 36.91%).
5. Equity Interests will be canceled.
Copies of the Disclosure Statement and Plan are available for free
at:
http://bankrupt.com/misc/SCICOM_157_amendedplan.pdf
http://bankrupt.com/misc/SCICOM_158_amendedds.pdf
* * *
In a separate order, the Court authorized the Debtor to amend an
occupancy agreement with Venture Solutions, Inc.
About SCICOM
Headquartered in Minnetonka, Minnesota, SCICOM provides data
processing solutions that transform critical data into effective
customer communications, on any platform, at any time. SCICOM's
business focus has been employee benefits, retirement and
investment services, and statement processing.
SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis,
Minnesota, with a deal to sell assets to Venture Solutions without
an auction.
Arden Hills, MN-based Venture Solutions is a provider of print and
digital transactional Communications and is a subsidiary of Taylor
Corporation.
Judge Michael E. Ridgway presides over the case. The Debtor has
tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management
Group, Inc., as financial consultant; and Shenehon Company as
valuation expert.
The Debtor disclosed $13,254,128 in assets and $17,801,787 in
liabilities as of the Chapter 11 filing. The petition was signed
by Timothy L. Johnson, senior vice president and CFO.
Daniel M. McDermott, the U.S. Trustee for Region 12, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of Scicom Data Services, Ltd.
SMURFIT-STONE CONTAINER: Mehtas' Claim vs. Rock-Tenn Survives
-------------------------------------------------------------
Ram Mehta and Neena Mehta owned common stock of Smurfit-Stone
Container Corporation. In their lawsuit captioned RAM MEHTA AND
NEENA MEHTA, Plaintiffs, v. SMURFIT-STONE CONTAINER CORPORATION,
AND ITS OFFICIALS, ROCK-TENN COMPANY, AND ITS OFFICIALS,
Defendants, C.A. NO. 6891-VCL, they challenge (i) decisions
leading up to the Company's bankruptcy, along with steps taken in
connection with its exit from bankruptcy, (ii) the Company's
subsequent merger with and into Rock-Tenn CP, LLC, a wholly owned
acquisition subsidiary of Rock-Tenn Company, and (iii) Rock-Tenn
Sub's failure to provide them with the merger consideration after
their demand for appraisal lapsed. The defendants moved to
dismiss the complaint for failure to state a claim on which relief
can be granted.
In a memorandum opinion dated Oct. 20, 2014, the Honorable J.
Travis Laster, Vice Chancellor of the Court of Chancery of
Delaware, ruled that the challenges to the stock distribution and
the merger are dismissed, but a claim against Rock-Tenn Sub for
failing to provide the Mehtas with their share of the merger
consideration survives.
"Except for the claim for non-payment of merger consideration,
this action is dismissed," ruled Vice Chancellor Laster. A copy
of the ruling is available at http://is.gd/SRb6Qpfrom Leagle.com.
William M. Lafferty -- wlafferty@mnat.com -- MORRIS, NICHOLS,
ARSHT & TUNNELL LLP, Wilmington, Delaware; Attorneys for
Defendants.
About Smurfit-Stone
Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers. The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada. The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States. The Company employs roughly 21,250
employees, 17,400 of which are based in the United States. For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.
Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235). Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.
Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers. Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October. Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.
James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
served as the Debtors' bankruptcy counsel. PricewaterhouseCoopers
LLC, served as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC served as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and
claims agent.
The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1, 2010.
The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% of the New Smurfit-Stone common
stock pool will be distributed pro rata to the Company's previous
common stockholders.
SUSAN KHAURY: Facing Sanctions for Attempts to Block Sale
---------------------------------------------------------
Susan M. Khaury is facing sanctions after California Bankruptcy
Judge Alan Jaroslovsky held her in contempt and barred her from
attacking the validity of the sale of her assets -- her interest
in Packaging, Inc.
The bankruptcy judge, however, will defer to the Minnesota courts
on the issue as to whether her action there is barred by the
doctrine of res judicata.
Khaury filed her Chapter 11 petition (Bankr. N.D. Cal. Case No.
11-10729) on February 28, 2011. She never filed any operating
reports as required for Chapter 11 debtors in possession, and in
her status conference statement she revealed "impaired decision
making" associated with illness, injury, and "auditory and visual
hallucinations exacerbated by withdrawal from long-term use of
psychiatric medication." On May 19, 2011, she agreed to
appointment of a Chapter 11 trustee.
On August 3, 2011, the trustee, Linda Green, proposed a plan of
reorganization. Khaury opposed the plan, specifically objecting to
those provisions of the plan which allowed Green to sell the
estate's stock in Packaging, Inc.
Khaury argued that the sale was inconsistent with bankruptcy law
and violated a stock transfer agreement between her and Packaging.
She attached a copy of that agreement to her brief. However,
Khaury withdrew her opposition and the plan was confirmed on
December 5, 2011.
On April 5, 2012, Green moved the court for approval of her sale
of the stock in Packaging pursuant to the plan. A hearing on the
motion was held May 4, 2012. Khaury objected, but did not argue
that the sale was inconsistent with the plan. She rather renewed
her withdrawn argument that the sale violated Minnesota law and
her rights as a minority shareholder. She proposed changes to the
plan as if it had not been confirmed. The court overruled her
objections and approved the sale, holding that it was consistent
with the confirmed plan and that her arguments were barred by the
doctrine of claim preclusion (res judicata) because they could
have been raised at the time of confirmation. Although she
threatened an appeal if the court approved the sale, she did not
appeal. The order approving the sale became final and the sale
consummated.
Under the terms of the sale, the Chapter 11 Trustee sold 11,627
shares of Packaging to the corporation for $2 million. Khaury's
remaining 3,838 shares were returned to her.
On May 1, 2014, Khaury served Packaging with a complaint filed in
Minnesota state court against it. In her complaint, Khaury accused
Packaging of a conspiracy to eliminate her rights as a minority
shareholder by forcing her into bankruptcy and purchasing her
shares for less than their fair value. She prayed in her
complaint that the sale of stock to Packaging which the bankruptcy
court approved in both the plan and the subsequent sale order, be
declared void. Packaging has asked the bankruptcy court for
sanctions based upon this conduct. The Trustee has joined in the
motion.
A copy of the Court's October 23, 2014 Memorandum is available at
http://is.gd/IJlNZDfrom Leagle.com.
TODD-SOUNDELUX LLC: For Sale at Nov. 13 Bankruptcy Auction
----------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Hollywood?s Todd-Soundelux LLC, which until its shutdown
provided postproduction sound effects for movies and television
shows, is selling a collection of sound effects to the highest
bidder at a Nov. 13 auction. According to the report, bids are
due Nov. 5 for the company?s Hollywood Edge sound effects library
and website.
About Todd-Soundelux
Todd-Soundelux, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on May 21, 2014 (Case No. 14-19980, Bankr. C.D.
Calif.). The case is assigned to Judge Sandra R. Klein.
The Debtor's counsel is Leslie A Cohen, Esq., at Leslie Cohen Law
PC, in Santa Monica, California.
TRI-STATE FINANCIAL: 8th Cir. Reverses Ruling on $1.19MM in Funds
-----------------------------------------------------------------
James G. Jandrain, Distefano Family Ltd. Partnership, George
Allison, Jr., Frank and Phyllis Cernik, Chris and Amy Daniel,
Timothy Jackes, George Kramer, and Bernie Marquardt -- appeal a
May 22, 2014 judgment of the bankruptcy court determining that
$1,190,000 in funds were property of the bankruptcy estate of Tri-
State Financial, LLC, awarding Trustee Thomas D. Stalnaker certain
fees and expenses, and surcharging those fees and expenses against
the funds the bankruptcy court determined were property of the
bankruptcy estate. Radio Engineering Industries, Inc., John Hoich
and Denise Hoich, and American Interstate Bancorporation each
separately appeal the same judgment.
The United States Court of Appeals, Eighth Circuit, reversed and
remanded the matter for further proceedings consistent with its
opinion, a copy of which is available at http://is.gd/XkfGNXfrom
Leagle.com.
About Tri-State Financial
Tri-State Financial LLC, owner of the North Country Ethanol plant
near Rosholt, South Dakota, filed a Chapter 11 petition (Bankr. D.
Neb. Case No. 08-83016) on Nov. 21, 2008, in Omaha, Nebraska. The
company listed assets of $35 million and debt totaling $27
million. Centris Federal Credit Union holds a secured claim
aggregating $19.6 million. The Chapter 11 case was filed four
days after Centris launched a foreclosure action against Tri-
State. The bankruptcy case was later converted to a Chapter 7
liquidation and Thomas D. Stalnaker as named Chapter 7 trustee.
TRIGEANT HOLDINGS: US Trustee Won't Appoint Creditors' Committee
----------------------------------------------------------------
The U.S. Trustee for Region 21 will not appoint a committee of
unsecured creditors in the Chapter 11 case of Trigeant Holdings,
Ltd. until further notice, according to an Oct. 21 filing made in
the U.S. Bankruptcy Court for the Southern District of Florida.
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They have the right to
employ legal and accounting professionals and financial advisors,
at a debtor's expense. Committees may also investigate the
debtor's business and financial affairs.
About Trigeant Holdings
Trigeant Holdings, Ltd., and Trigeant, LLC, filed separate Chapter
11 bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and
14-29030, respectively) on Aug. 25, 2014. Berger Singerman LLP
serves as the Debtor's counsel. Trigeant Holdings estimated both
assets and liabilities of $50 million to $100 million.
The Debtors filed on Sept. 16, 2014, their Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code. The Plan
is premised on the sale of substantially all of the Debtors'
assets to Gravity Midstream Corpus Christi, LLC. The Plan
provides that holders of Allowed Claims will be paid in full, in
cash.
TRUMP ENTERTAINMENT: Committee Taps Gibbons as Co-Counsel
---------------------------------------------------------
The Bankruptcy Court will convene a hearing on Nov. 5, 2014 at
11:00 a.m., to consider the motion to retain Gibbons P.C., as co-
counsel for the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Trump Entertainment Resorts, Inc., et al.
Objections, if any, are due Oct. 29, at 4:00 p.m.
The Gibbons P.C. and the Law Office of Nathan A. Schultz, P.C.
appreciate their roles as co-counsel and will coordinate the
services to be rendered to the Creditors' Committee in order to
avoid unnecessary duplication of services.
Gibbons has advised the Creditors Committee that these attorneys
and paraprofessionals will have the primary responsibilities and
their hourly rates are:
Billing Category Rates
---------------- -----
DIRECTORS:
Karen A. Giannelli $675
Guy Amoresano $575
Michael J. Lubben $575
William J. Castner, Jr. $470
Mark B. Conlan $525
COUNSEL:
David N. Crapo $510
ASSOCIATES:
Natasha M. Songonuga $450
J. Brugh Lower $385
Brett S. Theisen $370
CASE MANAGER:
Ellen Rosen $250
PARALEGAL:
Stephen R. Donat $150
Additional attorneys and paraprofessionals from other practice
groups within the firm may be called upon, as necessary, to render
services to the Creditors' Committee at an hourly rate for
attorneys not to exceed $800, and for paraprofessionals not to
exceed $250.
To the best of the Creditors' Committee's knowledge, the Gibbons
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.
The Gibbons Firm intends to make a reasonable effort to comply
with the U.S. Trustee's requests for information and additional
disclosures as set forth in the UST Guidelines, both in connection
with the application and the interim and final fee applications to
be filed by the Gibbons Firm in the cases.
Gibbons responded to these questions in the UST Guidelines in
compliance with paragraph D, section 1:
a. Question: Did you agree to any variations from, or
alternatives to, your standard or customary
billing arrangements for this engagement?
Response: No.
b. Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
c. Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the
12 months prepetition. If your billing rates and
material financial terms have changed
postpetition, explain the difference and the
reasons for the difference.
Response: Did not represent the client prepetition.
d. Question: Has your client approved your prospective budget
and staffing plan, and, if so, for what budget
period?
Response: The Creditors' Committee has approved our hourly
rates and staffing plan. The budget remains a
matter of discussion for a number of reasons,
including, without limitation, the uncertainty of
the Debtors' continuation in business as a result
of a number of cost-saving measures which must
fall into place in order for such operations to
continue.
About Trump Entertainment Resorts
Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.
TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey. TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.
The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only. Judge Kevin Gross presides
over the Chapter 11 cases.
The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.
TER estimated $100 million to $500 million in assets as of the
bankruptcy filing. Trump Entertainment Resorts, Inc., disclosed
$0 assets and $292,257,374 in liabilities as of the Chapter 11
filing.
The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan. The
Debtors also have trade debt in the amount of $13.5 million.
On Oct. 1, 2014, the Debtors filed the Disclosure Statement for
Debtors' Joint Plan of Reorganization. A hearing to consider the
adequacy of the information contained in the Proposed Disclosure
Statement is scheduled for Nov. 5, 2014 at 11:00 a.m.
The Official Committee of Unsecured Creditors tapped to retain
PricewaterhouseCoopers LLP as its financial advisor; the Law
Office of Nathan A. Schultz, P.C., and Gibbons P.C. as its co-
counsel.
TRUMP ENTERTAINMENT: Wants to Hire Ernst & Young as Auditors
------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Nov. 5, 2014 at
11:00 a.m., to consider Trump Entertainment Resorts, Inc., et
al.'s motion to employ Ernst & Young LLP as auditors and tax
advisors nunc pro tunc to the Petition Date. Objections, if any,
are due Oct. 29, at 4:00 p.m.
Subsequent to the Petition Date, the Debtors engaged EY LLP to
provide financial statement audit services, audit services related
to the Trump Capital Accumulation Plan, 2013 income tax
preparation services, tax advisory services related to the
Debtors' restructuring, and routine on-call tax consulting
services.
EY LLP will perform these services:
a) financial statement audit services;
b) Trump Capital accumulation plan audit services;
c) 2013 Income Tax Return preparation services;
d) tax advisory services related to restructuring
assistance; and
e) routine on-call tax consulting services.
The compensation structure agreed to between the Debtors and EY
LLP is summarized as:
a) Financial Statement Audit Services -- EY LLP currently
intends to charge the Debtors the following hourly rates
Partners/Executive Directors $500
Senior Managers $425
Managers $350
Seniors $250
Staff $150
b) Trump Capital Accumulation Plan Audit Services -- EY LLP's
estimated fees are $26,500, plus expenses. However, EY LLP's
actual fees may exceed the amount based on changes to the Trump
Capital Accumulation Plan or additional unplanned effort.
c) 2013 Income Tax Return Preparation Services -- EY LLP
currently intends to charge the Debtors these hourly rates:
Partners/Principals/Executive Directors $475 - $525
Senior Managers $350 - $450
Managers $275 - $325
Seniors $225 - $275
Staff $160 - $190
d) Tax Advisory Services Related to Restructuring Assistance --
rates are contingent upon the amount of services EY LLP provides.
Partners/ Principals/Executive Directors $675 - $850
Senior Managers $475 - $575
Managers $375 - $450
Seniors $275 - $350
Staff $175 - $225
e) Routine On-Call Tax Consulting Services -- EY LLP currently
intends to charge the Debtors these hourly rates:
Partners/Principals/Executive Directors $525 - $650
Senior Managers $425 - $475
Managers $350 - $400
Seniors $250 - $325
Staff $175 - $225
About Trump Entertainment Resorts
Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.
TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey. TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.
The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only. Judge Kevin Gross presides
over the Chapter 11 cases.
The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.
TER estimated $100 million to $500 million in assets as of the
bankruptcy filing. Trump Entertainment Resorts, Inc., disclosed
$0 assets and $292,257,374 in liabilities as of the Chapter 11
filing.
The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan. The
Debtors also have trade debt in the amount of $13.5 million.
On Oct. 1, 2014, the Debtors filed the Disclosure Statement for
Debtors' Joint Plan of Reorganization. A hearing to consider the
adequacy of the information contained in the Proposed Disclosure
Statement is scheduled for Nov. 5, 2014 at 11:00 a.m.
The Official Committee of Unsecured Creditors tapped to retain
PricewaterhouseCoopers LLP as its financial advisor; the Law
Office of Nathan A. Schultz, P.C., and Gibbons P.C. as its co-
counsel.
TRUMP ENTERTAINMENT: Taj Mahal Stays Open Pending State Help
------------------------------------------------------------
Daniel Kelley, writing for Reuters, reported that hundreds of
unionized workers lashed out at Carl Icahn on Friday. Members of
UNITE HERE Local 54 picketed the Trump Taj Mahal Casino a week
after bankruptcy court approved a $100 million plan by Icahn to
terminate health-care and pension plans.
The report noted that the Taj Mahal was slated to close on Nov. 13
but said it would stay open for an unspecified period after
winning benefit cuts in court.
The report also noted that state and local governments have balked
at offering tax concessions.
If the Taj closes, it will be the fifth of 12 casinos in the city
to close amid fierce competition from casinos in neighboring
states, Reuters said.
The report also noted that Icahn responded in an open letter on
his blog to unionized workers asking them to challenge the local's
leadership saying Trump Entertainment Resort, which owns the Taj
Mahal and the shuttered Trump Plaza, begged him to invest in the
company at a time when the board of directors refused. He also
told Reuters on Friday: "I can't understand why the union would
not want to help save the Taj. . . . I can't understand why they
wouldn't be working to get the city and state to help the Taj."
About Trump Entertainment Resorts
Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.
TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey. TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.
The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only. Judge Kevin Gross presides
over the Chapter 11 cases.
The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.
TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.
The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan. The
Debtors also have trade debt in the amount of $13.5 million.
VERSO PAPER: Mill in Bucksport May be Forced Into Chapter 11
------------------------------------------------------------
Randy Billings at the Portland Press Herald reports that the Verso
Paper mill in Bucksport in Hancock County, Maine, may be forced
into Chapter 11 bankruptcy, and that its impending shutdown will
likely leave 570 people jobless.
The Associated Press relates that the mill will close on Dec. 1,
2014. It is "impossible" for the mill to make money in the
current economic climate, AP reports, citing Verso Paper Corp. CEO
David Patterson.
Maine Gov. Paul LePage, according to AP, said that when he learned
of the mill's closure he "thought they were calling us about the
merger" with NewPage. AP states that Gov. LePage said he's going
to do what he can to keep the Bucksport mill open or find a new
buyer. The mill's taxes accounts for more than 40% of Bucksport's
budget, says AP.
According to Wmtw.com, Eliot Cutler, independent candidate for
governor, released a plan that would save part of the mill. He
wrote to Mr. Patterson asking him to consider selling the mill's
power generating pant to the state or local economic development
agency, Wmtw.com relates.
About Verso
Verso is a North American producer of coated papers, including
coated groundwood and coated freesheet, and specialty products.
Verso is headquartered in Memphis, Tennessee, and owns three paper
mills located in Maine and Michigan. Verso's paper products are
used primarily in media and marketing applications, including
magazines, catalogs and commercial printing applications such as
high-end advertising brochures, annual reports and direct-mail
advertising. Additional information about Verso is available on
its Web site at http://www.versopaper.com/
WASH MULTIFAMILY: S&P Assigns 'B-' Rating on $50MM Term Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue rating
on El Segundo, Calif.-based WASH Multifamily Laundry Systems LLC's
$50 million term loan due Feb. 2019. The recovery rating on the
proposed first-lien debt is '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery in the event of a payment
default. It is S&P's understanding that the proposed term loan is
permitted as an incremental facility under the existing credit
agreement and will rank equally with WASH's other first-lien bank
debt. The additional debt has a neutral impact on credit metrics
given S&P's pro forma EBITDA expectations from the proposed
acquisition. S&P estimates the company will have about $565
million in balance sheet debt outstanding following the
transaction.
All other ratings, including the 'B-' corporate credit rating
remain unchanged. The outlook is stable.
The ratings on WASH reflect the company's very weak credit
metrics, narrow business focus, and small market share. The
company has a significant debt burden (including preferred stock
and accrued dividends). Pro forma for the acquisition, S&P's 2014
forecast includes leverage in the low-9x area and EBITDA interest
coverage in the mid-1x area. Pro forma EBITDA coverage of cash
interest is about 3x. S&P expects its credit metrics to slowly
strengthen but that the company will maintain credit measures that
are overall consistent with a "highly leveraged" financial risk
profile. S&P believes the company will maintain "adequate"
liquidity over the next year. S&P's "weak" business risk
assessment primarily reflects the company's distant number two
position in the mature outsourced laundry equipment services
business (notwithstanding its solid shares in many of its
respective markets) and an end-user customer base that S&P
believes is susceptible to high inflation and unemployment.
RATINGS LIST
WASH Multifamily Laundry Systems LLC
Corporate credit rating B-/Stable/--
Ratings Assigned
WASH Multifamily Laundry Systems LLC
Senior secured
$50 mil. term loan due 2019 B-
Recovery rating 3
WEST TEXAS GUAR: Confirmation Hearing Scheduled for Nov. 20
-----------------------------------------------------------
U.S. Bankruptcy Judge Robert L. Jones has approved the disclosure
statement in support of its Third Amended Plan of Reorganization
filed by West Texas Guar, Inc., and Scopia Windmill Fund, LP,
dated Oct. 16, 2014.
The Plan provides that Cor Capital Group, LLC, will make a
significant investment in the Reorganized Debtor in exchange for a
controlling interest in the Reorganized Debtor. As a result of
Cor Capital's investment, the Reorganized Debtor will continue to
operate as a going-concern, meaning it will buy guar beans,
process them, and sell the processed product. Contributions from
both Cor Capital and Scopia Windmill will allow payments to be
made to creditors as set forth in this Disclosure Statement and
the Plan.
The Plan also incorporates a global settlement of all claims held
by the growers that are represented by the Bustos Law Firm, P.C.,
McCleskey Harriger Brazill & Graf, LLP, The Seger Firm, P.C., W.
Calloway Huffaker PLLC, R. Byrn "Byrnie" Bass, and Craig A. Stokes
(the "9019 Growers") will be classified together in Class 4 and
will be provided with the same treatment under the Plan. The 9019
Growers that vote in favor of the Plan will receive an immediate
cash payment equal to 75% of their allowed claims on or about the
Effective Date of the Plan, plus a portion of $2.95 million. The
9019 Growers that do not accept the Plan will receive payment
equal to the full amount of their allowed Claim over four years.
All Growers that are not 9019 Growers will be classified together
in Class 5 and will be provided with the same treatment under the
Plan. Class 5 Growers that vote against the Debtor, Scopia and
certain of their affiliates. The settling 9019 Growers in favor
of the plan will have an option for payment of 75% payment on or
about the Effective Date or a payment of 100% of their claim over
four years. Class 5 Growers that do not accept the Plan will
receive payment equal to 100% of their allowed Claim, which shall
be paid over four years.
In order for payments to be made, at least 2/3 in dollar amount of
all claims held by growers in Class 4 or Class 5 and more than
one-half in number of all growers in Class 4 or Clas 5 must vote
to accept the plan. If over 1/3 in dollar amount and over 1/2 in
number of all growers in such classes fail to vote at all or vote
to reject the Plan, then this Plan will fail and creditors will
not recover anything under this Plan. Under the proposed Plan,
secured creditors with valid liens will be paid in full, and
general unsecured creditors will receive a distribution greater
than what they would receive in a Chapter 7 liquidation.
The hearing to consider confirmation of the Plan will be commenced
on Thursday, Nov. 20, 2014 at 10:00 a.m. (prevailing Central
Time). The last day for filing and serving objections to
confirmation of the Plan is Friday, Nov. 14, 2014 at 5:00 p.m.
(prevailing Central Time).
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/WESTTEXAS_248_ds_3plan.pdf
About West Texas Guar
Representatives of 24 farms filed an involuntary Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on March
14, 2014, against West Texas Guar Inc. The farmers claim they are
owed nearly $4 million for seed they've delivered on the 2013
harvest but haven't been paid for. Guar is a seed crop that has a
variety of uses in human and animal food production, textiles and
fracking for oil and gas wells.
Judge Robert L. Jones oversees the case. The farmers are
represented by R. Byrn Bass, Jr., Esq., Attorney at Law.
WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon,
Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in
Dallas, Texas. The Debtor disclosed in amended schedules
$19,226,923 in assets and $29,331,352 in liabilities as of the
Chapter 11 filing.
WTG and Scopia Windmill Fund LP filed a Joint Plan of
Reorganization and Disclosure Statement on August 25, 2014. On
Sept. 23, WTG filed a Second Amended Joint Plan. In support of
the plan, Scopia Windmill Fund LP, Scopia Capital Management LLC,
Scopia Holdings LLC, Corcapital Group LLC, and the Debtor executed
the attached Term Sheet for Proposed Purchase/Restructuring
Transaction that provides the basic terms for a transaction that
would be implemented through a confirmed plan of reorganization
for the Debtor.
The capital structure of the reorganized Debtor is Senior Secured
Term Loan of $8 million and Junior Secured Term Loan of $1.5
million, both of which will be issued by Scopia, and CorCapital
Preferred Interests of $7.1 million. 10% of the outstanding
fully-diluted total common interest of the Reorganized Debtor will
be issued to Scopia in full and complete satisfaction of Scopia's
claims against the Debtor in the amount of approximately $6
million plus accrued interest. As additional consideration for
providing the $8 million Senior Secured Term Loan, Scopia will be
provided with warrants exercisable for 12% of the fully diluted
total common interests of Reorganized WTG at a price of $l.
WEST TEXAS GUAR: Plan Funding and Support Agreement Approved
------------------------------------------------------------
The Bankruptcy Court has approved the motion of West Texas Guar
Inc. for entry of an order approving plan funding and support
agreement and the payment of the break up fee.
In connection with the Amended Plan, on or about October 16, 2014,
Cor Capital, Scopia Windmill Fund LP, Scopia Capital Management
LLC, and Scopia Holdings LLC entered into a Plan Funding and
Support Agreement. In summary, the Plan Funding and Support
Agreement:
A. sets forth the terms and conditions for the parties'support of
the Amended Plan, which will enable the Debtor to make
significant distributions to secured and unsecured creditors;
B. provides a funding commitment from Cor Capital to provide $9.2
million in exchange for preferred stock in reorganized WTG;
C. provides a funding commitment from the Scopia parties for a $2
million secured loan to reorganized WTG;
D. provides a funding commitment from Scopia Windmill to
contribute $6,000,000 in cash for payment to the 9019 Growers
in settlement of all claims against Windmill;
E. provides that Scopia Windmill will receive 10% of the
outstanding fully-diluted total common interest of the
Reorganized Debtor in full and complete satisfaction of Scopia
Windmill's claims against the Debtor in the amount of
approximately $6 million plus accrued interest, penalties,
costs, etc., if any;
F. sets forth the terms and conditions for the funding
commitments, including Bankruptcy Court approval of a Break-Up
Fee to Cor Capital of $500,000 if an economically superior
transaction closes instead with a third party (taking into
consideration the need to pay the Break-Up Fee); and
G. gives the Debtor a "fiduciary out" in case higher and better
offers for the Debtor or its assets materialize.
The Plan Funding and Support Agreement does not change any
requirement for confirmation of the Amended Plan, and all parties'
rights concerning objections to confirmation of the Amended Plan
will be preserved.
The Debtor has spent considerable time looking for a party
interested in purchasing the Debtor's business. The Debtor's
search has led to the entry into the Plan Funding and Support
Agreement and the filing of the Amended Plan. Entry into the Plan
Funding and Support Agreement will allow the Debtor to move
towards confirmation of the Amended Plan which will transfer
control of the Reorganized Debtor to a neutral third party, will
allow for the settlement of Grower claims, and contemplates that
those Growers that choose not to settle will paid in full over
time. Pursuant to the Amended Plan, the Debtor will continue to
operate its business which will benefit current Growers, future
growers of guar beans, the Debtor's employees and the community at
large. The infusion of new capital contemplated under the Amended
Plan, will ensure a healthy and revitalized Reorganized Debtor
which will be able to operate successfully post emergence from
this Chapter 11 Case.
If the Plan Funding and Support Agreement is not approved, Cor
Capital is not required to move forward with consummating the
transaction contemplated in the Amended Plan. Failure to confirm
the Amended Plan will negatively affect the Debtor, its estate,
its creditors and other parties in interest.
The $500,000 break-up fee is an integral components of the
transaction Cor Capital has agreed to consummate. Cor Capital is
not willing to move forward with the transaction contemplated in
the Amended Plan if the Breakup Fee is not approved.
Based on the Debtor's past attempts to market the Debtor's
business, the Debtor does not believe that another party will
emerge to consummate a transaction with the Debtor that provides
greater value to the Debtor's estate, especially when considering
the economics and certainty of closing such transaction would need
to have to justify the Debtor's pursuit of such transaction (with
the corresponding payment of the Breakup Fee to Cor Capital).
Therefore, in the Debtor's business judgment, the Breakup Fee is
in the best interests of the Debtor, its creditors, and the
estate.
About West Texas Guar
Representatives of 24 farms filed an involuntary Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on March
14, 2014, against West Texas Guar Inc. The farmers claim they are
owed nearly $4 million for seed they've delivered on the 2013
harvest but haven't been paid for. Guar is a seed crop that has a
variety of uses in human and animal food production, textiles and
fracking for oil and gas wells.
Judge Robert L. Jones oversees the case. The farmers are
represented by R. Byrn Bass, Jr., Esq., Attorney at Law.
WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon,
Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in
Dallas, Texas. The Debtor disclosed in amended schedules
$19,226,923 in assets and $29,331,352 in liabilities as of the
Chapter 11 filing.
WTG and Scopia Windmill Fund LP filed a Joint Plan of
Reorganization and Disclosure Statement on August 25, 2014. On
Sept. 23, WTG filed a Second Amended Joint Plan. In support of
the plan, Scopia Windmill Fund LP, Scopia Capital Management LLC,
Scopia Holdings LLC, Corcapital Group LLC, and the Debtor executed
the attached Term Sheet for Proposed Purchase/Restructuring
Transaction that provides the basic terms for a transaction that
would be implemented through a confirmed plan of reorganization
for the Debtor.
The capital structure of the reorganized Debtor is Senior Secured
Term Loan of $8 million and Junior Secured Term Loan of $1.5
million, both of which will be issued by Scopia, and CorCapital
Preferred Interests of $7.1 million. 10% of the outstanding
fully-diluted total common interest of the Reorganized Debtor will
be issued to Scopia in full and complete satisfaction of Scopia's
claims against the Debtor in the amount of approximately $6
million plus accrued interest. As additional consideration for
providing the $8 million Senior Secured Term Loan, Scopia will be
provided with warrants exercisable for 12% of the fully diluted
total common interests of Reorganized WTG at a price of $l.
* Suits Contend Consultant Misled Detroit Pension Plans
-------------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that Coletta Estes, one of the members of the city of
Detroit's pension system sued Gabriel Roeder Smith & Company, a
top actuarial consultant for public pensions, contending that the
firm used faulty methods and assumptions that "doomed the plan to
financial ruin." According to the report, lawsuits like the one
Ms. Estes filed have also been brought against Gabriel Roeder by
members of the city's pension fund for police and firefighters,
and the fund for the employees for surrounding Wayne County.
Gabriel Roeder said the three lawsuits "are factually, legally and
procedurally infirm and reflect a gross misunderstanding of the
nature of actuarial services," the DealBook related.
The lawsuits are separate from Detroit's bankruptcy case, the
DealBook noted.
*********
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.
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Editors.
Copyright 2014. All rights reserved. ISSN: 1520-9474.
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