/raid1/www/Hosts/bankrupt/TCR_Public/141205.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, December 5, 2014, Vol. 18, No. 338
Headlines
21ST CENTURY ONCOLOGY: Cancels Consulting Agreement With FTI
ACG CREDIT: Wants Until April 2015 to Solicit Votes for Plan
ALCO STORES: Aims to Sell Lease Rights for 193 Stores on Dec. 17
ALCO STORES: Submits Cash Forecast Budget for DIP Financing
ALSIP ACQUISITION: Gets $830,000 Interim Loan Approval
AMERICAN POWER: Completes $2 Million Private Placement
AMNEAL PHARMACEUTICALS: S&P Affirms 'B+' CCR & Revises Outlook
ARAMID ENTERTAINMENT: Can Hire PKF O'Connor as Financial Advisor
ARCHDIOCESE OF MILWAUKEE: Sex-Abuse Victims Ask Pope for Probe
ASTORIA ENERGY: S&P Rates $845MM Credit Facilities Prelim 'BB'
BAXANO SURGICAL: Meeting of Creditors Set for Dec. 10
BAXANO SURGICAL: U.S. Trustee Appoints Creditors' Committee
BODY CENTRAL: Posts $16.7-Mil. Net Loss in Sept. 27 Quarter
CAMPOSOL HOLDING: Fitch Assigns 'B' Issuer Default Rating
CAESARS ENTERTAINMENT: Default Rate to Rise if Pursuing Ch. 11
CAPELLA HEALTHCARE: S&P Rates New $100MM Secured Loan 'BB-'
CENTRAL FEDERAL: Elizabeth Park Reports 5.4% Equity Stake
CLINE MINING: To Implement Recapitalization Transaction Under CCAA
CLINE MINING: Seeks U.S. Recognition of Canadian Bankruptcy
COLT DEFENSE: Amends Third Quarter Form 10-Q
CONYERS 138: Files Bare-Bones Ch. 11 Petition in Atlanta
COTT CORP: S&P Lowers CCR to 'B' & Removes From CreditWatch Neg.
CUBIC ENERGY: Amends 98.7 Million Shares Resale Prospectus
DISTRICT AT MCALLEN: Involuntary Chapter 11 Petition Filed
ELEPHANT TALK: To Hold Investor Presentations
EMDEON INC: S&P Affirms 'B' CCR & Rates $160MM Secured Loan 'B+'
ENERGY FUTURE: Seeks to Expand Scope of KPMG's Employment
ENGILITY HOLDINGS: S&P Assigns 'B+' Corp. Credit Rating
FLC HOLDING: Auction for PNA Bank in Illinois Set for Dec. 18
ERF WIRELESS: Terminates Adar Bays Convertible Debt
FALCON STEEL: Opposes Formation of Equity Committee
FL 6801: Judge Approves Sale of Hotel to Z Capital Partners
FPL ENERGY: Fitch Affirms 'BB' Rating on $365MM Indebtedness
FRED FULLER: Court Approves CBIZ Inc. to Provide CRO & Staff
FRED FULLER: Files Schedules of Assets and Liabilities
GLYECO INC: Melvin Keating Quits From Board of Directors
GREAT NORTHERN PAPER: To Be Sold for $5.4 Million
GT ADVANCED: Creditors Want to Question Apple Executive
GT ADVANCED: Court Sets January 26, 2015 as Claims Bar Date
GT ADVANCED: Files Schedules of Assets and Liabilities
HDGM ADVISORY: Can Solicit Plan Votes Until January 2015
INT'L FOREIGN EXCHANGE: Can File Plan Until February 2015
KEMET CORP: To Cut Jobs in Europe by 156
KIPS BAY MEDICAL: Has $1.42-Mil. Net Loss for Sept. 27 Quarter
LARCAN INC: Bid Deadline Slated for December 15
LEVEL 3: Completes $600 Million Senior Notes Offering
LPATH INC: Closes Enrollment in Phase 2 Clinical Trial of iSONEP
MARINA BIOTECH: Registers 17.9 Million Shares for Resale
METALICO INC: Sells Lead Division for $31.3 Million
METALICO INC: Amends 4.9 Million Shares Resale Prospectus
MISSION NEWENERGY: Completes Indonesian Arbitration
MISSISSIPPI PHOSPHATES: Court Drops Order to Show Cause
MOMENTIVE PERFORMANCE: Test Case on Paying for Rejected Theory
MUD KING: Wants Disclosure Statement Hearing Moved to January 2014
NAARTJIE CUSTOM: Panel's Hiring of Hogan Lovells Opposed
NEW ENGLAND COMPOUNDING: Files Debt-Payment Plan
NTELOS HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Negative
PENN NATIONAL: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
PHH CORP: Fitch Plans to Withdraw BB- Issuer Default Rating
PRIME TIME INT'L: Wants Until March 2015 to File Chapter 11 Plan
QUICKSILVER RESOURCES: CFO John Regan to Resign
RADIOSHACK CORP: Believes Claimed Covenant Breaches Self-Serving
REGIONALCARE HOSPITAL: S&P Affirms B CCR, Alters Outlook to Stable
REICHHOLD HOLDINGS: Loan Will Have 'Crippling Effect,' Panel Says
SEAN DUNNE: Discharge Trial Probably Pushed Back to May
SCHUPBACH INVESTMENTS: Fees End When Judge Confirms Ch. 11 Plan
SEARS HOLDINGS: Reports Wider Loss but Better Liquidity
SENTINEL MANAGEMENT: Prosecutors Seek 20 Years for Former CEO
SNOHOMISH COUNTY HOSPITAL: Fitch Affirms B Rating on $2.3MM Bonds
SPANSION INC: To Be Acquired by Cypress for $1.6 Billion
SPECTRUM BRANDS: Fitch Expects to Rate EUR150MM Loan 'BB+'
SRKO FAMILY: 2nd Amended Chapter 11 Plan Declared Effective Nov. 4
SUFFOLK REGIONAL: Judge Approves Chapter 9 Bankruptcy Plan
TACTICAL INTERMEDIATE: Amended Plan Declared Effective Nov. 28
TASC INC: S&P Assigns 'B+' Rating on $495-Mil. 1st Lien Debt
TEARLAB CORP: Incurs $5.78-Mil. Net Loss for Third Quarter
TENNECO INC: Fitch Assigns BB Rating on $225MM Sr. Unsecured Notes
TRACK GROUP: Acquires G2 Research for C$4.6 Million
TRUMP ENTERTAINMENT: Wants Lease-Related Decisions by April 2015
TRUMP ENTERTAINMENT: Conversion Hearing Pushed Back 1 Week
TRUMP ENTERTAINMENT: Carl Icahn Reaches Out to Union to Get Deal
VICTORY ENERGY: Presented at LD Micro Investor Conference
VIGGLE INC: Partners With HGTV to Amplify TV Viewing Experience
WAVE SYSTEMS: Issues Statement on Chairman's Death
WPCS INTERNATIONAL: Eliminates All Secured Debt
* Bankruptcy Filings in New Hampshire Drop 27% in November
* Bankruptcy Filings in Rochester, NY Drop 5.2% in November
* ESBA Named T&A's Outstanding Turnaround Firm for 2014
* BOOK REVIEW: Lost Prophets -- An Insider's History of the
Modern Economists
*********
21ST CENTURY ONCOLOGY: Cancels Consulting Agreement With FTI
------------------------------------------------------------
21st Century Oncology Holdings, Inc., terminated its financial
advisory and consulting agreement with FTI Consulting, Inc.,
according to a regulatory filing with the U.S. Securities and
Exchange Commission. Accordingly, pursuant to the terms of the
agreement, effective as of Dec. 26, 2014, David Beckman will no
longer serve as the Company's interim chief financial officer.
Joseph Biscardi, the Company's senior vice president, assistant
treasurer, controller and chief accounting officer, will continue
to serve as the Company's principal financial officer. The
functions of chief financial officer will be filled by individuals
with significant tenure at the Company, including Richard Lewis,
chief financial officer-US Operations (9 years), Mr. Biscardi (17
years) and Frank G. English IV, vice president-international
finance and treasurer (3 years), until such time as a new chief
financial officer is appointed.
About 21st Century
21st Century Oncology, Inc., formerly known as Radiation Therapy
Services, Inc. ("RTS") owns and operates radiation treatment
facilities in the US and Latin America.
As of Sept. 30, 2014, the Company had $1.18 billion in total
assets, $1.24 billion in total liabilities, $304.27 million in
series A convertible redeemable preferred stock, $45.98 million in
noncontrolling interests- redeemable, and a $415.14 million total
deficit.
* * *
As reported by the TCR on Aug. 14, 2014, Moody's Investors Service
downgraded 21st Century Oncology, Inc.'s Corporate Family Rating
to Caa2 from B3 and Probability of Default Rating to Caa2-PD from
B3-PD. The rating action follows the company's July 29, 2014,
announcement that it has entered into a Recapitalization Support
Agreement with Vestar Capital Partners and a group of holders of
its outstanding subordinated notes, under which the company
expects to obtain additional liquidity through an equity
contribution or subordinated debt of at least $150 million on or
before October 1, 2014.
Standard & Poor's Ratings Services raised all of its ratings on
21st Century Oncology Holdings Inc. by one notch, including the
corporate credit rating to 'B-' from 'CCC+', according to the TCR
report dated Oct. 1, 2014. S&P raised the rating because the
company received $325 million of proceeds from a new preferred
equity investment, which increases the company's liquidity.
ACG CREDIT: Wants Until April 2015 to Solicit Votes for Plan
------------------------------------------------------------
ACG Credit Company II LLC asks the U.S. Bankruptcy Court for the
District of Delaware to extend until April 14, 2015, its exclusive
period to solicit acceptances from creditors of its Chapter 11
plan of reorganization.
The Debtor's current solicitation period will expire on Dec. 14,
2014.
A hearing is set for Dec. 17, 2014, at 10:00 a.m., to consider the
Debtor's request. Objections, if any, are due Dec. 5, 2014, at
4:00 p.m.
As reported in the Troubled Company Reporter on Sept. 22, 2014,
the Debtor filed with the Court its plan, which provides that on
the effective date, all of the Debtor's assets will be put into an
administrative trust. The administrative trust will receive:
(a) any assets of the Debtor not otherwise required to be paid
to a holder of a secured claim;
(b) all interests of ACG Finance Company, LLC and Fine Art
Finance, LLC in the loans securing the obligations of the
Debtor to SageCrest II, LLC, collateral securing those
loans, and all rights against SageCrest II, LLC; and
(c) Cash, which will be sufficient Cash to pay all Allowed
Claims, including Administrative Claims, costs associated
with the Administrative Trust, and United States Trustee
fees, in full.
Treatment of Claims
The Administrative Trust will pay the Allowed Administrative
Expense Claim Cash in an amount equal to the Claim on the
Effective Date.
All outstanding fees payable to the Office of the United States
Trustee will be paid no later than 30 days after the Effective
Date or when those fees come due in the ordinary course.
Professional Fee Claims that are allowed by a Final Court Order
will be paid pursuant to the Plan.
The Claims and Equity Interests against the Debtor are classified
as: Class 1: Priority Tax Claims, Class 2: Secured Claims, Class
3: General Unsecured Claims and Class 4: Interests.
Each Holder of an Allowed Priority Tax Claim will receive, at the
option of the Administrative Trustee, in full satisfaction of the
Priority Tax Claim the amount of the unpaid Allowed Priority Tax
Claim in Cash on or as soon as reasonably practicable after the
later of (i) the Effective Date, and (ii) the date on which the
Priority Tax Claim becomes Allowed. Prior to the Effective Date,
the Debtor will have the right to prepay at any time any Allowed
Priority Tax Claim without premium or penalty.
Each Holder of an Allowed Class 2 Secured Claim will receive, in
the discretion of the Administrative Trustee, in full satisfaction
of the Claim: (a) Cash equal to the Allowed Secured Claim; (b)
Reinstatement of the Allowed Secured Claim; (c) the Property
securing the Secured Claim; or (d) other treatment on other terms
and conditions as may be agreed upon by the parties.
The holders of Class 3 Claims will be Trust Beneficiaries under
the Administrative Trust Agreement. Unless a Holder of an Allowed
Claim in Class 3 has been paid by the Debtor prior to the
Effective Date or agrees to a less favorable treatment, each
Holder of an Allowed Claim in Class 3 will receive an amount, in
Cash, equal to the Allowed amount of those Claims in accordance
with the Administrative Trust Agreement and the Trust Beneficiary
Register.
Class 4 consists of all Interests in the Debtor. Holders of Class
4 Interests will retain those Interests in the Debtor.
All Cash necessary for the funding of the Administrative Trust in
a sufficient amount to pay all Allowed Claims will be available
through a Letter of Credit under the terms provided for in the
Letter of Credit Agreement to the extent the cash is necessary to
pay all creditors in full the Amount of their Allowed Claim, and
pay all Administrative Claims, Administrative Trust costs and fees
of the United States Trustee in full.
On the Effective Date, the authority, power and incumbency of the
persons then acting as directors and officers of the Debtor will
remain in place.
A copy of the Plan is available for free at:
http://bankrupt.com/misc/ACGCredit_Plan_08262014.pdf
About ACG Credit Company II
New York-based ACG Credit Company II, LLC, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Case No. 14-11500) on
June 17, 2014. The Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in liabilities. Ian Peck
signed the petition as director. Gellert Scali Busenkell & Brown,
LLC, serves as the Debtor's counsel.
ACG Credit filed its Plan of Reorganization on August 26, 2014.
ALCO STORES: Aims to Sell Lease Rights for 193 Stores on Dec. 17
----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Alco Stores Inc. has asked approval from the
U.S. Bankruptcy Court in Dallas of procedures for selling store
leases and so-called designation rights for 193 stores, allowing a
buyer to take over specified leases and pay the cost of curing
defaults.
According to the report, Alco, which is conducting going-out-of-
business, proposes that offers must be submitted initially by Dec.
15, followed by an auction on Dec. 17 and a hearing on Dec. 18 to
approve the sales.
About ALCO Stores
ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States. Alco offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains. The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.
ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."
ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.
Judge Stacey G. Jernigan presides over the Chapter 11 cases.
The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent. Michael Moore has been named consultant to
the Debtors.
As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million. The bulk of the liabilities
was total debt outstanding under a credit facility with Wells
Fargo Bank, National Association, of which the aggregate
outstanding was $104.2 million as of the Petition Date.
The U.S. Trustee for Region 6 appointed seven creditors to serve
in the official committee of unsecured creditors of ALCO Stores,
Inc. The Law Office of Judith W. Ross serves as local counsel to
the Committee.
ALCO STORES: Submits Cash Forecast Budget for DIP Financing
-----------------------------------------------------------
ALCO Stores Inc. and its debtor-affiliates submitted to the
Bankruptcy Court a copy of the cash forecast budget in connection
with the court-approved request to (i) access Wells Fargo Bank
National Association's postpetition financing and (ii) use cash
collateral.
Wells Fargo serves as Administrative Agent, Collateral Agent, and
Swing Line Lender; as Term Loan Agent; and as Sole Lead Arranger
and Sole Bookrunner under the DIP Facility.
Under the DIP Facility, the Borrowers have requested, and the
Agent and the Lenders have agreed, to make available to the
Borrowers (i) a senior secured revolving credit facility in an
aggregate principal amount not to exceed $110,000,000 and (ii) a
senior secured term loan in the original principal amount of
$12,675,000, in order to (a) repay Pre-Petition Obligations, (b)
fund the Chapter 11 Case in accordance with the Approved Budget,
(c) make certain other payments on the Closing Date, and (d)
provide working capital for the Borrowers and the other Loan
Parties during the pendency of the Chapter 11 Case.
The DIP Facility matures October 12, 2015.
The DIP Agreement provides for Permitted Sales, which mean (i) the
sale of all or substantially all of the Loan Parties' business
assets as a going concern as approved by the Bankruptcy Court
pursuant to the applicable provisions of the Bankruptcy Code;
provided that any going concern sale shall either (x) be for cash
consideration in an amount in excess of all outstanding
Obligations and all Pre-Petition Obligations and shall not be
subject to any financing contingencies, or (y) be consented to in
writing by the Required Lenders, or (ii) a transaction or
transactions combining the sale of all or substantially all of the
Loan Parties' Equipment and Inventory and the permanent closing of
all or a portion of the Loan Parties' Stores and the sale of all
Collateral located therein through the retention by the Loan
Parties of one or more Approved Liquidators, as approved by the
Bankruptcy Court pursuant to the applicable provisions of the
Bankruptcy Code, which transaction shall be (x) in the form of an
"equity bid" including a payment at closing in an amount in excess
of all outstanding Obligations and all Pre-Petition Obligations or
(y) consented to in writing by the Required Lenders. In the case
of clauses (i) and (ii) above, all of the proceeds thereof (in an
amount up to the outstanding balance of the Pre-Petition
Obligations and the Obligations) shall be paid to the Agent for
application in accordance with terms and conditions of this
Agreement and the Financing Orders.
The DIP Agreement also provides that, in the event that the
Permitted Sale approved pursuant to the Sale Order does not
provide for the sale of the Loan Parties' owned Real Property and
Intellectual Property, then (i) on or before November 28, 2014,
the Loan Parties shall have entered into one or more stalking
horse agreements for the purchase of such assets on terms
satisfactory to the Agents, (ii) on or before December 1, 2014,
the Loan Parties shall have filed motions in the Chapter 11 Case
with the Bankruptcy Court, each in form and substance acceptable
to the Agents, requesting (x) an order from the Bankruptcy Court
approving bidding procedures relating to such sales and approving
the stalking horse bids with respect thereto, including the
bidding protections set forth therein, and (y) an order from the
Bankruptcy Court pursuant to Section 363 of the Bankruptcy Code
authorizing the Loan Parties to consummate such sales, (iii) to
the extent that any qualifying bids for such assets are received
in accordance with the bidding procedures approved by the
Bankruptcy Court, then, on or before December 18, 2014, the Loan
Parties shall have completed one or more auctions with respect to
such sales, and (iv) on or before December 19, 2014, the Loan
Parties shall have consummated such sales on terms satisfactory to
the Agents.
A full-text copy of the cash forecast budget is available for free
at http://is.gd/0l87mT
A full-text copy of the debtor-in-possession credit agreement is
available for free at http://is.gd/5djKDV
About ALCO Stores
ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States. Alco offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains. The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.
ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."
ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.
Judge Stacey G. Jernigan presides over the Chapter 11 cases.
The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent. Michael Moore has been named consultant to
the Debtors.
As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million. The bulk of the liabilities
was total debt outstanding under a credit facility with Wells
Fargo Bank, National Association, of which the aggregate
outstanding was $104.2 million as of the Petition Date.
The U.S. Trustee for Region 6 appointed seven creditors to serve
in the official committee of unsecured creditors of ALCO Stores,
Inc. The Law Office of Judith W. Ross serves as local counsel to
the Committee.
ALSIP ACQUISITION: Gets $830,000 Interim Loan Approval
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Alsip Acquisition LLC obtained interim
approval to borrow $830,000, which loan will grow to $3 million
pending court approval at a final financing hearing set for
Dec. 16.
As previously reported by The Troubled Company Reporter, Wells
Fargo Bank, National Association, is the DIP Lender. The DIP
financing accrues interest at Daily Three Month LIBOR plus
the Applicable Margin, with a floor of 5.0 percent, plus an
additional 4.0 percent upon default. The DIP financing matures on
the earlier of (i) Dec. 31, 2014, and (ii) the closing of the sale
of all or substantially all of the assets of the Debtors, with
additional, customary termination events.
About Alsip Acquisition
Alsip Acquisition, LLC and APCA, LLC were the leading North
American provider of responsibly made recycled paper for books and
magazines, as well as for commercial printing and packaging
applications. The operational and manufacturing headquarters are
located in Alsip, Illinois, and consist of a 40-year-old mill and
a leased warehouse in Alsip, Illinois. The mill and warehouse
were idled in September 2014 following cash losses. Most of
Alsip's stock is owned by FutureMark Holdings, LLC.
On Nov. 20, 2014, Alsip Acquisition and APCA each filed petitions
seeking relief under chapter 11 of the United States Bankruptcy
Code. The Debtors' cases have been assigned to Judge Kevin J.
Carey (KJC). The cases have been jointly administered, with
pleadings maintained on the case docket for Case No. 14-12596.
The Debtors have tapped Mintz Levin Cohn Ferris Glovsky and Popeo
PC as counsel and Pachulski Stang Ziehl & Jones as co-counsel.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.
As of the Oct. 31, 2014, the Debtors had approximately $7,742,972
of funded indebtedness and related obligations outstanding.
The goal of the Debtors is to consummate the sale of the assets to
Resolute FP Illinois LLC pursuant to an asset purchase agreement
or another bidder pursuant to the bid procedures. In addition,
the Debtors intend to vacate their leased locations in Connecticut
and New Jersey, liquidate their other assets, and distribute any
proceeds pursuant to the claims process established by the
Bankruptcy Code.
The 11 U.S.C. Sec. 341(a) meeting of creditors is slated for
Dec. 15, 2014 at 1:00 p.m. prevailing Eastern time.
A copy of the affidavit in support of the first-day motions is
available for free at:
http://bankrupt.com/misc/Alsip_1st_Day_Affidavit.pdf
AMERICAN POWER: Completes $2 Million Private Placement
------------------------------------------------------
American Power Group Corporation had completed a private placement
for $2 million of 10 percent Series B Convertible Preferred Stock
with Arrow, LLC, an investment vehicle for Longbow Technology
Ventures.
The Series B Convertible Preferred Stock has a 10 percent annual
dividend, payable quarterly at the Company's option in cash or in
common stock and is convertible to common stock at a conversion
price of $0.40 per share. The investor also received a five-year
warrant to purchase a number of shares of common stock equal to
the number of conversion shares, exercisable at $0.50 per share.
Both the preferred stock and the warrants are subject to
adjustment for certain dilutive issuances and, upon other
customary terms, may be converted or exercised, at any time.
Further details of the financing will be set forth in a current
report on Form 8-K, which the Company will file with the U.S.
Securities and Exchange Commission this week.
Matthew Van Steenwyk, managing director of Longbow Technology
Ventures stated, "We are enthusiastic about the opportunity to
work with the APG team as well as provide the capital necessary to
accelerate several key revenue generating initiatives. The key to
Longbow's continued success is pragmatic, technology focused
investments. We do our homework and are constantly looking for
unique, market changing technologies that have passed concept
validation and are poised for accelerated revenue growth. We
believe that APG provides the best dual-fuel conversion
technology, at the lowest total cost of ownership available in the
market."
Mr. Van Steenwyk added, "We are traditionally patient, long term
investors, especially when presented with an opportunity like the
one we see with APG and one which we believe will benefit from the
strategic relationships we can bring to the table. We were also
very pleased to see their recently announced initiative to begin
co-marketing efforts with the major national and regional natural
gas fueling suppliers. It provides validation that the natural
gas fueling industry is seeing what we do in APG's dual fuel
solution, a viable mainstream alternative approach to consume the
significant supply of domestically produced natural gas."
Lyle Jensen, American Power Group's CEO stated, "We are pleased
that our patented Turbocharged Natural Gas(R) technology has
attracted the investment and strategic business support of the
team from Longbow Technology Ventures. They bring much more than
capital to the table and we look forward to working with them to
open new strategic partnership doors as well as accelerating
several key revenue generating initiatives." Mr. Jensen added, "We
intend to a significant portion of the proceeds to accelerate four
key vehicular centric initiatives which we believe will positively
impact our revenue growth and continue to differentiate us a
leader in the marketplace. The four initiatives are:
EPA - Intermediate Useful Life ("IUL") Approval Initiative: APG
currently has 456 EPA engine family approvals for six of the top
seven OEM engines under the designation of Outside Useful Life
which relates to engines having more than 435,000 road miles or
greater than 10 years old. We believe the OUL category accounts
for 2+ million of the estimated 3-4 million Class 8 trucks on the
road today in North America. These 456 approvals cover engine
model years from the mid 1990's to 2009 and are 30X greater than
our closest dual fuel competitor giving APG a notable market
leadership position.
With OUL approvals principally behind us, we are now focused on
obtaining approvals for what are designated as Intermediate Useful
Life (IUL) engines which are principally engine family years 2010
and newer that utilize the OEM selective catalyst reduction
technology. We estimate another 600,000 - 700,000 Class 8 trucks
fall into the IUL designation. The IUL approval process is more
expensive than OUL because of additional testing requirements but
the IUL addressable market is strategically important because it
allows APG access to the medium to larger fleet owners who operate
300+ vehicles and who keep their trucks 4-5 years. Our WheelTime
partners, as well as our new natural gas fuel supply partners have
told us obtaining IUL approval is critical to getting in front of
these larger national and regional fleet operators. APG has
recently completed and submitted to EPA our first 28 IUL engine
families for review and approval. Once approved, we will have a
verified and repeatable process which in conjunction with this new
capital will allow us to accelerate additional IUL testing in
calendar 2015 for the remaining four to five targeted IUL engine
family models.
Recently Announced Expanded Vehicular Sales and Marketing
Initiative: In November, we announced we would be supplementing
our existing in-house and WheelTime Network sales and marketing
resources with new direct sales representatives, additional third
party dealers and co-marketing relationships with numerous
national and regional CNG and LNG fueling suppliers. These
additional lead generation channels will continue to be supported
by WheelTime's expansion of their certified natural gas installer
locations across North America. We have begun hosting in-person
and webinar training events which will continue over the next
several months to a cumulative group of 90+ sales team members
from these national and regional natural gas fueling suppliers.
We intend to use a portion of the proceeds as needed to accelerate
this initiative in conjunction with our anticipated additional EPA
engine family approvals.
California CARB Approval Initiative: To date, the California state
governing body called the California Air Resources Board CARB")
has not recognized EPA's new Alternative Fuel Conversion
Regulations, resulting in APG's inability to market our dual fuel
solution in California. APG's path-to-market strategy in
California has been to establish creditability via our EPA OUL and
IUL approvals and then approach CARB with our emission and
performance results towards the goal of reaching an acceptable
testing procedure to meet CARB's more stringent requirements. A
proposed vehicular conversion test plan is currently under review
at CARB while a stationary CARB conversion test procedure has been
established. Given the thousands of Class 8 trucks operating in
California and over 150 public CNG/LNG fueling stations in
operation, we see our entrance into the California vehicular
market as being a critical strategic step towards accelerating our
revenue growth. We intend to use a portion of this capital raise
to fund the implementation of both our vehicular and stationary
dual fuel approval initiatives commencing in calendar 2015.
International ISO Approval Initiative: As we expand our
international presence, similar to Latin America where we've
recently announced several sizable vehicular orders, we are seeing
that additional system and component level testing and approval
requirements can vary substantially from country to country. We
intend to use a portion of this capital raise to evaluate the
potential of seeking more universal International Organization of
Standards approval of our dual fuel system which would provide the
ability to more efficiently market our dual fuel solutions to the
165 ISO member countries from around the world.
Mr. Jensen concluded by saying, "With the close of this strategic
capital infusion and the recently announced expansion and
extension to 2021 of our new $3.2 million credit facility with
Iowa State Bank, I want to acknowledge the leadership and
excellent work of our Chief Financial Officer, Chuck Coppa, who
has helped to keep APG on sound financial footing while we
continue to expand our market leadership position with the
remaining handful of approvals and certifications that we need to
secure. Our previously discussed scalability objectives in 2015
and 2016 can now remain on track as we target full dual fuel
commercialization in the United States and around the world."
Additional information is available for free at:
http://is.gd/rUsNRp
About American Power Group
American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines. American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time. The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent. The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures. Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market. Additional information at
http://www.americanpowergroupinc.com/
As of June 30, 2014, the Company had $9.58 million in total
assets, $5.67 million in total liabilities and $3.90 million in
total stockholder's equity.
American Power incurred a net loss available to common
stockholders of $2.92 million for the year ended Sept. 30, 2013,
following a net loss available to common stockholders of $14.66
million for the year ended Sept. 30, 2012. The Company reported a
net loss available to common shareholders of $6.81 million for the
year ended Sept. 30, 2011.
AMNEAL PHARMACEUTICALS: S&P Affirms 'B+' CCR & Revises Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Amneal Pharmaceuticals LLC and revised the
outlook to positive from stable. At the same time, S&P affirmed
its 'B+' issue-level rating on the company's senior secured debt,
including the $250 million add-on; the '3' recovery rating on this
debt is unchanged.
"Amneal's performance to date in 2014 has continued to exceed our
expectations following new product launches and better-than-
expected performance of a key product," said credit analyst
Michael Berrian. "The outlook revision to positive reflects our
belief that the company will sustain this stronger performance
through 2015 and keep leverage at less than 4x despite the
incurrence of debt to predominantly fund an owner dividend."
The positive outlook reflects S&P's expectation that, despite the
increase in debt, EBITDA growth will result in leverage being
sustained at less than 4x over the next year. Still, risks to
S&P's base case that could disrupt this expectation include the
inability to offset product erosion with new products or an
unexpected decline in revenue of one of its top products.
Downside scenario
S&P could revise the outlook to stable if the company is unable to
successfully commercialize new products, or if product competition
is greater than S&P expects, resulting in EBITDA that is below
S&P's base-case expectation. This would contribute to leverage
being sustained at more than 4x. Mid-single-digit revenue growth
and gross margins contracting to less than 50% would result in
this outcome.
Upside scenario
S&P could raise the rating if the company meets S&P's base-case
expectation by generating the revenue growth and margin expansion
that keeps leverage at less than 4x. Key to achieving this would
be Amneal continuing to successfully develop and commercialize new
generic pharmaceutical products. A first-half 2015 performance
that is trending to be in line with S&P's full-year 2015
expectations would give S&P greater conviction that its base case
is being met.
ARAMID ENTERTAINMENT: Can Hire PKF O'Connor as Financial Advisor
----------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York authorized Aramid Entertainment Fund
Limited and its debtor-affiliates to employ PKF O'Connor Davies
LLP as their financial advisors to the Debtors.
As reported in the Troubled Company Reporter on Nov. 24, 2014,
O'Connor Davies, as financial advisors, is expected to render to
the Debtors, among other things, these services:
(a) review of books and records;
(b) creation of cash flow statements & operating reports;
(c) monthly bankruptcy court filings by entity;
(d) claims administration;
(e) forensic work;
(f) assets divestiture support;
(g) business tax return filings; and
(h) perform all other necessary financial advisory services
required by the Debtors in connection with these Chapter 11
cases.
O'Connor Davies will be paid at these hourly rates:
Partners $320-$460
Senior Managers $265-$325
Managers $185-$250
Senior Accountants $160-$205
Staff Accountants $115-$160
Administration $75-$150
O'Connor Davies will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Glenn Herman, partner of O'Connor Davies, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
About Aramid Entertainment
Aramid Entertainment Fund Limited has been engaged in the business
of providing short and medium term liquidity to producers and
distributors of film, television and other media and entertainment
content by way of loans and equity investments.
On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators of AEF and two affiliates.
On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.
The Debtors have tapped Reed Smith, LLP, in New York, as counsel
and Kinetic Partners (Cayman) Limited as crisis managers.
AEF estimated at least $100 million in assets and between
$10 million to $50 million in liabilities.
ARCHDIOCESE OF MILWAUKEE: Sex-Abuse Victims Ask Pope for Probe
--------------------------------------------------------------
Annysa Johnson, writing for Jsonline.com, reports that members of
the Milwaukee-based Survivors and Clergy Leadership Alliance and
the Survivors Network of Those Abused by Priests sent a letter to
Pope Francis, asking for an investigation on the actions of the
Archdiocese of Milwaukee in its dealings with abuse survivors.
According to Jsonline.com, the sex-abuse victims and their
supporters, including three Catholic priests, claim in the letter
that the Archdiocese: (i) invited victims to file claims in the
bankruptcy, but is now seeking to have them all dismissed; (ii)
moved $57 million in cemetery funds into a trust to keep it from
being used for settlements; and (iii) would rather pay attorneys
to fight claims than compensate survivors. The letter, says Marie
Rohde at National Catholic Reporter, alleges that all 575 claims
were denied in the bankruptcy and that only 125 should share
whatever remains.
National Catholic Reporter relates that Archdiocese spokesperson
Jerry Topczewski blamed lawyers for the claimants for the large
number of survivors who joined the lawsuit, saying that the 17,000
television ads did not place restrictions on which victims could
file claims. "The Archdiocese has said from the beginning it
would look at those with eligible claims and that certainly would
not include those who were not claiming abuse by an archdiocese of
Milwaukee priest," the report quoted Mr. Topczewski as saying.
The Archdiocese would have limited claims to those abused by
diocesan priests, and would have excluded, for example, victims of
religious order priests and nun, teachers in Catholic schools and
others the Archdiocese does not consider its employees,
Jsonline.com relates, citing Archdiocese spokersperson Julie Wolf.
About Archdiocese of Milwaukee
The Diocese of Milwaukee was established on Nov. 28, 1843, and was
elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The
region served by the Archdiocese consists of 4,758 square miles in
southeast Wisconsin which includes counties Dodge, Fond du Lac,
Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha. There are 657,519 registered Catholics
in the Region.
The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-
20059) on Jan. 4, 2011, to address claims over sexual abuse by
priests on minors.
The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.
The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.
ASTORIA ENERGY: S&P Rates $845MM Credit Facilities Prelim 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
ratings and preliminary '1' recovery ratings to Astoria Energy
LLC's $775 million senior secured term loan B due 2021 and $70
million senior secured revolving credit facility due 2019. The
'1' recovery rating indicates S&P's expectation of very high (90%
to 100%) recovery of principal if a payment default occurs. The
preliminary ratings are subject to receipt and review of final
financial and legal documentation.
Astoria is a special-purpose, bankruptcy-remote entity that owns a
585-megawatt natural gas-fired power plant in Queens, N.Y. It is
owned by a consortium of sponsors, including GDF Suez NA (43.94%),
MyPower Corp. Inc. (35.57%), JEMB Family L.P./Harbert Management
Corp. (14.68%), and Energy Investors Fund (5.82%). Astoria is
issuing a $775 million senior secured term loan and a $70 million
senior secured revolving credit facility. The project will use
net proceeds to repay existing debt and make a $221 million
distribution to sponsors. The term loan will be repaid through
minimal mandatory amortization and a 75% excess cash flow sweep.
The project has a power purchase agreement with Consolidated
Edison through April 2016, after which the plant will be fully
merchant.
S&P's preliminary 'BB' rating mainly reflects Astoria's merchant
exposure to the NYISO Zone J energy and capacity markets, high
initial leverage ($1,444 per kilowatt [kW], including a full draw
of the revolving credit facility), and some refinancing risk when
the term loan matures ($472 per kW, including a full draw of the
revolving facility).
"These risks are partially offset by Astoria's strong positioning
in Zone J and solid operating history since it began commercial
operations in 2006," said Standard & Poor's credit analyst Stephen
Coscia.
The stable outlook reflects S&P's expectation that Astoria will
continue its strong operational performance, and take advantage of
its positioning in the constrained NYISO Zone J region to pay down
a significant portion of the debt during the term loan.
BAXANO SURGICAL: Meeting of Creditors Set for Dec. 10
-----------------------------------------------------
The U.S. Trustee for Region 3 is set to hold a meeting of
creditors of Baxano Surgical, Inc. on Dec. 10, at 2:00 p.m.,
according to a filing with the U.S. Bankruptcy Court for the
District of Delaware.
The meeting will be held at J. Caleb Boggs Federal Building, 844
King Street, in Wilmington, Delaware.
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 Baxano Surgical
Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region. As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.
Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014. The case is assigned to
Judge Christopher S. Sontchi.
The Debtor estimated $10 million to $50 million in assets and
debt. The formal schedules of assets and liabilities and
statement of financial affairs are due Dec. 1, 2014.
The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel. The Debtor is
also employing the law firm of Goodwin Proctor LLP as special
counsel, and the law firm of Hogans Lovell as special healthcare
regulatory counsel. The Debtor is engaging Tamarack Associates
to, among other things, provide John L. Palmer as CRO. Houlihan
Lokey is serving as the Debtor's investment banker. Rust
Consulting Omni is the claims and noticing agent.
The Chapter 11 plan and disclosure statement are due March 12,
2015.
BAXANO SURGICAL: U.S. Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 3 appointed three creditors of Baxano
Surgical, Inc. to serve on the official committee of unsecured
creditors.
The unsecured creditors' committee is composed of:
(1) Sabby Healthcare Volatility Master Fund, Ltd.
c/o Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, NJ 07458
Phone: (646) 307-4501
Fax (201) 661-8654
Attn: Timothy Gasperoni, Ph.D
(2) DAFNA LifeScience LP
10990 Wilshire Blvd #1400
Los Angeles, CA 90024
Phone: (310) 954-3200
Fax: (310) 445-6594
Attn: Howard Nurtman
Chief Compliance Officer
(3) Pacific Instruments Inc.
438 Hobron Lane, Suite 204
Honolulu, HI 96815
Phone: (808) 941-8880
Fax: (808) 941-8833
Attn: Stephanie Gruenert, Esq.
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Baxano Surgical
Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region. As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.
Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014. The case is assigned to
Judge Christopher S. Sontchi.
The Debtor estimated $10 million to $50 million in assets and
debt. The formal schedules of assets and liabilities and
statement of financial affairs are due Dec. 1, 2014.
The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel. The Debtor is
also employing the law firm of Goodwin Proctor LLP as special
counsel, and the law firm of Hogans Lovell as special healthcare
regulatory counsel. The Debtor is engaging Tamarack Associates
to, among other things, provide John L. Palmer as CRO. Houlihan
Lokey is serving as the Debtor's investment banker. Rust
Consulting Omni is the claims and noticing agent.
The Chapter 11 plan and disclosure statement are due March 12,
2015.
BODY CENTRAL: Posts $16.7-Mil. Net Loss in Sept. 27 Quarter
-----------------------------------------------------------
Body Central Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $16.71 million on $43.42 million of net revenues for the
thirteen weeks ended Sept. 27, 2014, compared with a net loss of
$8.98 million on $60.83 million of net revenues for the thirteen
weeks ended Sept. 28, 2013.
The Company's balance sheet at Sept. 27, 2014, showed
$76.2 million in total assets, $61.5 million in total liabilities
and total stockholders' equity of $14.6 million.
The Company's results of operations during the first three fiscal
quarters of 2014, including operating revenues and operating cash
flows, have been negatively impacted by a number of factors
including a continued decline in sales resulting from the
Company's failure to adequately anticipate its target customers'
preferences and demand level, minimal trade support, competitive
industry conditions, and an increase in year to date expenses
associated with the financing, transactional and strategic
alternatives initiatives announced in April 2014. The Company has
continued to experience decreased demand in both its stores and
direct business operating units in the thirteen weeks ended Sept.
27, 2014, and continues to make merchandise prepayments to a
majority of its vendors prior to the processing and delivery of
merchandise to its distribution facility. These factors had a
significant negative impact on the Company's operating results and
cash flows during the first three fiscal quarters of 2014, and the
Company believes that these factors may continue to have a
negative impact on its business. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern, according to the regulatory filing.
A copy of the Form 10-Q is available at:
http://is.gd/6Xq60c
Founded in 1972, Body Central Corp., a Delaware corporation, is a
multi-channel specialty retailer offering on-trend, quality
apparel and accessories at value prices. The Company operates
specialty apparel stores under the Body Central and Body Shop
banners, as well as a direct business comprised of the Company's
Body Central catalog and its e-commerce Web sites at
http://www.bodycentral.com/and http://www.bodyc.com/
CAMPOSOL HOLDING: Fitch Assigns 'B' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has assigned the following ratings to Camposol
Holding Ltd. and its wholly-owned subsidiary Camposol S.A.
Camposol Holding Ltd.
-- Long-term foreign currency IDR 'B';
-- Long-term local currency IDR 'B';
Camposol S.A.
-- Long-term foreign currency IDR 'B';
-- Long-term local currency IDR 'B';
-- Senior unsecured notes 'B/RR4'.
The Rating Outlook is Stable.
Camposol's ratings reflect its leading position in the Peruvian
agribusiness industry as a producer of asparagus and avocadoes;
and its vertical integration and strategic location with favorable
climatic conditions that result in high product yields. The
ratings also incorporate Camposol's expected improvement of its
results and reduction of leverage in 2015 as a significant portion
of its planted hectares mature.
Constraining factors for Camposol's ratings are its limited size
and track record on launching new products as well as its
vulnerability to climatic changes and price volatility.
Camposol's leverage remains high due to negative free cash flow
generation (FCF) given the group's expansion plan. The 'B/RR4'
rating on Camposol's unsecured public debt reflects average
recovery prospects in the event of a default.
KEY RATING DRIVERS
Leading position in Peru:
Camposol is a leading agro-industrial vertically integrated
company in Peru, offering fresh, preserved and frozen products.
It is also involved in the harvest, processing and marketing of
agricultural products such as avocadoes, asparagus and
blueberries. Asparagus and avocadoes represented 52% (26% each)
of Camposol's total revenues for the latest twelve months (LTM)
ended Sept. 2014. Camposol's competitive advantages are due to
its vertical integration on production and strategic location
which allow high product yields. Camposol also benefits from the
worldwide trends toward the consumption of healthy products and
the opening of the U.S. market for the Peruvian Hass avocadoes
since 2011.
Fast Growth but Volatile Performance:
Camposol has been growing rapidly at a CAGR of 18.5% over the last
five years. This growth was mainly driven by volumes rather than
prices. Camposol's total revenue was US$276 million while EBITDA
was US$44.2 million for LTM ended September 2014. However, the
performance of the group has been volatile. Camposol reported
weak third-quarter 2014 (3Q'14) results due to lower prices
because of an unanticipated overproduction of avocadoes in that
period as a result of mild climatic factors and inefficiencies on
the distribution system at end market. Fitch expects that
revenues will continue to grow in portion of its new planted
hectares which are entering into maturity phases. For 2014, Fitch
projects EBITDA at about US$40 million, reaching US$52 million in
2015, and factors an EBITDA margin in the range of 16-18% through
the cycle.
Exposure to Climatic, Agricultural Risks and International Prices:
Camposol's operational results are exposed to seasonality,
volatility on prices and external factors such as climatic events
like El Nino o La Nina phenomenon and/or proliferation of existing
or new plagues. All of which could negatively impact production
yields. In 2012, Camposol faced a mild El Nino phenomenon which
among other facts explained the sharp contraction of EBITDA by 45-
50% that year.
Limited Diversification:
Camposol's product, customer and regions are concentrated. 100%
of production is located in the north of Peru and about 50% of
Camposol's revenues are explained by two products (asparagus and
avocadoes). Any variation in prices, costs and volumes of these
products have an important impact over the company's results. In
addition, 92% of Camposol's revenues are originated in Europe
(41%) and the United States (51%).
High Leverage and FCF Negative:
Camposol's total debt is mainly composed of its US$200 million
unsecured bond. Camposol's gross and net leverage ratios were at
5.4x and 4.6x respectively at September 2014 after reaching 9.8x
and 8.1x at December 2012 when the company faced el Nino
Phenomenon. FCF was negative over the last 5 years as the company
has been executing a business plan oriented to increase and
diversify its products portfolio, moving from asparagus to
avocadoes. As of LTM ended September 2014, FCF was negative US$61
million mainly due to capex (US$ 29 million) and negative change
on working capital (US$34 million) as Camposol changed its
commercial strategy reducing accounts payables turn-over to 80
from 140 days. For 2014 and 2015, Fitch expects FCF to continue
to be negative due to higher capex allocated to double shrimp
ponds, increase blueberries' plantations, a new production
facility and improvements on asparagus fields.
Limited Short-term Debt Coverage:
Camposol's liquidity relies primarily on cash on hand of USD34
million, as of September 2014. This covers 1.0x the adjusted
short-term debt of USD33.4 million. Camposol has set a minimum
cash level at USD20-25 million. For the next two years, the
amortization schedule is manageable as the main payment is for its
US$200 million bond due on February 2017. Fitch expects Camposol
to refinance its debt prior to maturity. The interest coverage
ratio (EBITDA/interest) was 2.1x at Sept. 2014.
RATING SENSITIVITIES
Negative Rating Action: Factors that could lead to an Outlook
revision to Negative or rating downgrade include deterioration of
Camposol's liquidity and/or profitability as a result of lower
production volumes and yields due to climatic events. Another
potential detriment to Camposol's ratings would be a decline on
product prices due to lower demand on its key markets resulting in
gross leverage levels consistently above 5.0x. Shareholder-
friendly actions such as aggressive dividend payouts and/or debt-
funded acquisitions negatively affecting Camposol's credit profile
could also lead to Fitch taking a negative rating action.
Positive Rating Action: Factors that could lead to Fitch taking a
positive rating action would be Camposol's capacity to execute its
business plan. This would result in better than expected
improvement in Camposol's cash flow generation coupled with lower
gross adjusted leverage at levels consistently below 4.0x and a
solid liquidity.
CAESARS ENTERTAINMENT: Default Rate to Rise if Pursuing Ch. 11
--------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, citing Fitch Ratings, reported that if Caesars Entertainment
Corp. files for bankruptcy, the default rate on junk-level debt
will rise to 3.3 percent, compared with 2.4 percent, where it
stood at the end of October.
The rate, according to Fitch, is the lowest since April, when
Energy Future Holdings Corp. sought Chapter 11 protection and
pushed defaults above 2 percent.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies. Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas.
Harrah's announced its re-branding to Caesar's in mid-November
2010.
Caesars Entertainment reported a net loss of $2.93 billion in
2013, as compared with a net loss of $1.50 billion in 2012. The
Company's balance sheet at Sept. 30, 2014, showed $24.5 billion in
total assets, $28.20 billion in total liabilities and a
$3.71 billion total deficit.
* * *
In the April 10, 2014, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiaries, Caesars Entertainment Operating Co. (CEOC) and
Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that
Caesars' capital structure is unsustainable, and the amount of
cash the company will burn in 2014 and 2015 creates conditions
under which S&P believes a restructuring of some form is
increasingly likely over the near term absent an unanticipated
significantly favorable change in operating performance.
As reported by the TCR on May 1, 2014, Fitch Ratings had
downgraded the Issuer Default Ratings (IDRs) of Caesars
Entertainment Corp (CEC) and Caesars Entertainment
Operating Company (CEOC) to 'CC' from 'CCC'.
In May 2014, Moody's Investors Service affirmed the Caa3 corporate
family rating and Caa3-PD probability of default ratings. The
negative rating outlook reflects Moody's view that CEOC will
pursue a debt restructuring in the next year. Ratings could be
lowered if CEOC does not take steps to address it unsustainable
capital structure. Ratings improvement is not expected unless
there is a significant reduction in CEOC's $18 billion debt load.
CAPELLA HEALTHCARE: S&P Rates New $100MM Secured Loan 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating (two notches above the 'B' corporate credit rating on the
company) to Franklin, Tenn.-based Capella Healthcare Inc.'s
proposed $100 million senior secured term loan. S&P assigned a
'1' recovery rating to the term loan, indicating its expectation
of very high (90% to 100%) recovery for lenders in the event of a
payment default. Capella will use the proceeds to finance the
acquisition of an acute care hospital. Both the corporate credit
rating and the issue-level rating on the company's unsecured debt
are unchanged.
S&P's 'B' corporate credit rating on Capella reflects its view of
the company's small, relatively undiversified hospital portfolio,
which are largely located in nonurban markets, some of which are
relatively competitive. S&P's business risk assessment also
considers the volatile reimbursement environment. The ratings
also reflect S&P's view of the company's "highly leveraged"
financial risk profile, reflecting its expectation that leverage
will remain above 5x.
RATINGS LIST
Capella Healthcare Inc.
Corporate Credit Rating B/Stable/--
New Rating
Capella Healthcare Inc.
$100M snr secured term ln BB-
Recovery rating 1
CENTRAL FEDERAL: Elizabeth Park Reports 5.4% Equity Stake
---------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Elizabeth Park Capital Advisors, Ltd., and Elizabeth
Park Capital Master Fund, Ltd., disclosed that as of Aug. 18,
2014, they beneficially owned 862,576 shares of common stock of
Central Federal Corp. representing 5.45 percent of the shares
outstanding. A copy of the regulatory filing is available for
free at http://is.gd/4vvHLW
About Central Federal
Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892. CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.
As reported by the TCR on April 24, 2014, the Board of Directors
of Central Federal approved the engagement of BKD, LLP, to serve
as the Company's independent registered public accounting firm for
the year ending Dec. 31, 2014. Crowe Horwath LLP was dismissed as
the Company's accounting firm on April 17, 2014.
The Office of the Comptroller of the Currency has terminated the
Cease and Desist Order against CFBank, a subsidiary of Central
Federal Corporation, effective Jan. 23, 2014. The CFBank Order
has been in place since May 25, 2011, which was prior to the 2012
capital raise and recapitalization of Central Federal Corporation
and CF Bank by the current management team and standby investor
group led by Timothy O'Dell (CEO), Thad Perry (President) and
Robert Hoeweler (Chairman).
Central Federal reported a net loss of $918,000 in 2013, a net
loss of $3.76 million in 2012 and a net loss of $5.42 million
in 2011.
The Company's balance sheet at Sept. 30, 2014, showed $308 million
in total assets, $273 million in total liabilities and $34.4
million in total stockholders' equity.
CLINE MINING: To Implement Recapitalization Transaction Under CCAA
------------------------------------------------------------------
Cline Mining Corporation on Dec. 3 announced a proposed
recapitalization transaction with these key elements:
* A reduction of over $55 million in secured debt issued by
Cline.
* The compromise or arrangement of certain unsecured debts of
Cline.
* A change of control of the equity of Cline.
The terms of the Recapitalization have been negotiated with Marret
Asset Management Inc., which has investment discretion in respect
of all of the secured notes issued by the Company. The secured
notes represent in excess of 95% of the outstanding debt of Cline
and its subsidiaries. The Recapitalization comes after an
extended period of forbearance by Cline's secured noteholders,
whose debts matured on June 15, 2014 and remain unpaid.
"The recapitalization transaction is a positive development for
Cline as we seek to further streamline our projects and capital
structure to better withstand prolonged commodity price weakness,"
said Matt Goldfarb, Chief Restructuring Officer and acting Chief
Executive Officer of Cline. "It will allow us to stabilize our
financial situation while continuing to pursue opportunities to
optimize the Company and work toward resuming full-scale
operations at our New Elk coal mine pending improvements in the
seaborne coking coal market."
Cline will seek to implement the Recapitalization through a court-
supervised process. To that end, Cline and its wholly-owned
subsidiaries, New Elk Coal Company LLC and North Central Energy
Company, have obtained an Order from the Ontario Superior Court of
Justice (Commercial List) initiating proceedings under the
Companies' Creditors Arrangement Act (the "CCAA").
FTI Consulting Canada Inc. has been appointed by the Court as the
CCAA monitor and foreign representative with respect to the Cline
Group in the CCAA proceedings. It is anticipated that the Monitor
will file a petition under Chapter 15, Title 11 of the United
States Code to obtain a stay of proceedings and recognition of the
CCAA proceedings and the Recapitalization in the United States.
If implemented, the Recapitalization will result in the
cancellation of the existing common shares of Cline and the
issuance of new common shares to the holders of the secured notes
issued by Cline. Cline intends to apply to cease to be a
reporting issuer upon completion of the Recapitalization.
The Cline Group is seeking to complete the Recapitalization within
60 to 90 days. This process is not expected to affect the Cline
Group's day-to-day business. The Cline Group has access to the
funding necessary to continue without disruption while the
Recapitalization is being pursued. The Cline Group intends to
continue to pay employees for services rendered during the CCAA
proceedings and intends to pay its suppliers for goods and
services purchased by the Cline Group following the CCAA filing.
The Cline Group expects to hold meetings for its creditors on a
date to be set by the Court for purposes of voting on a CCAA plan
of compromise and arrangement that, if approved and implemented,
will give effect to the Recapitalization. Details of the
Recapitalization and the Plan will be provided in an information
statement to be distributed to affected creditors.
The implementation of the Recapitalization is conditional upon,
among other things, receiving the requisite creditor approvals
under the CCAA, Court approval in the CCAA proceedings and
recognition in the Chapter 15 proceedings. The hearing for the
approval of the Plan will occur on a date to be set by the Court.
For further information about the Recapitalization, please refer
to the Monitor's website at the following web address:
http://cfcanada.fticonsulting.com/cline
About Cline
Cline -- http://www.clinemining.com/-- is a Canadian mining
company headquartered in Toronto, Ontario with resource
development interests in Canada, the United States and Madagascar.
CLINE MINING: Seeks U.S. Recognition of Canadian Bankruptcy
-----------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that a Canadian mining operation with assets in the U.S. and
Madagascar is seeking U.S. bankruptcy court recognition of its
recently filed Canadian insolvency proceeding. According to the
report, Cline Mining Corp. filed for protection under Canada's
Companies' Creditors Arrangement Act to recapitalize its business,
which has been badly hurt by the low price of metallurgical coal.
About Cline
Cline -- http://www.clinemining.com-- is a Canadian mining
company whose primary asset is its 100% owned New Elk coking coal
mine located in Trinidad, Colorado. The Company also has
interests in an iron ore project in Madagascar, and the Cline Lake
gold property in northern Ontario, Canada. Cline's head office is
in Toronto and it has a site office at the New Elk mine in
Colorado.
COLT DEFENSE: Amends Third Quarter Form 10-Q
--------------------------------------------
Colt Defense LLC filed with the U.S. Securities and Exchange
Commission an amended quarterly report on Form 10-Q for the period
ended Sept. 28, 2014.
In the amended Quarterly Report, the Company revised its
previously issued consolidated statement of changes in cash flows.
The revision is the result of the correction of a typographical
error in the consolidated statement of changes in cash flows for
the period ended Sept. 28, 2014, net cash (used in)/provided by
operating activities. Previously the net cash (used in)/provided
by operating activities was reported as $10,745 which has been
corrected to ($10,745) for the omission of the brackets. This
typographical error did not impact the Company's interactive data
file filed with the Quarterly Report.
A full-text copy of the Form 10-Q/A is available for free at:
http://is.gd/SU4tTI
About Colt Defense
Colt Defense LLC, headquartered in West Hartford, CT, manufactures
small arms weapons systems for individual soldiers and law
enforcement personnel for the U.S. military, U.S. law enforcement
agencies, and foreign militaries. Post the July 2013 acquisition
of New Colt Holding Corp., the parent company of Colt's
MANUFACTURING COMPANY, the company also has direct access to the
commercial end-market for rifles, carbines and handguns. Revenues
for the last twelve months ended June 30, 2014 totaled $243
million.
The Company's balance sheet at Sept. 28, 2014, showed $247 million
in total assets, $417 million in total liabilities and a
$170 million total deficit.
"As it is probable that we may not have sufficient liquidity to be
able to make our May 15, 2015 Senior Notes interest payment
without meeting our internal projections (including addressing our
Senior Notes), our long-term debt has been classified as current
in the consolidated balance sheet. Currently we do not have
sufficient funds to repay the debt upon an actual acceleration of
maturity. In the event of an accelerated maturity, our lenders
may take actions to secure their position as creditors and
mitigate their potential risks. These events would adversely
impact our liquidity. These factors raise substantial doubt about
our ability to continue as a going concern," the Company stated in
the quarterly report for the period ended Sept. 28, 2014.
* * *
As reported by the TCR on Nov. 17, 2014, Moody's Investors Service
downgraded Colt Defense LLC's Corporate Family Rating ("CFR") to
Caa3 from Caa2 and Probability of Default Rating ("PDR") to Caa3-
PD from Caa2-PD. Concurrently, Moody's lowered the rating on the
company's $250 million senior unsecured notes to Ca from Caa3.
The downgrade was based on statements made by Colt Defense in its
November 12, 2014 Form NT 10-Q filing. In the filing the company
indicated that it expects to report a decline in net sales for the
three month period ended September 28, 2014 versus the same period
last year of approximately 25 percent together with a decline in
operating income of approximately 50 percent.
On Nov. 20, 2014, the TCR reported that Standard & Poor's Ratings
Services raised its corporate credit rating on U.S.-based gun
manufacturer Colt Defense LLC to 'CCC' from 'CCC-' and removed all
ratings from CreditWatch, where they were placed with negative
implications on Nov. 13, 2014. "The upgrade reflects a reduced
likelihood of default in the coming months following a recent
refinancing that improved the company's liquidity profile
somewhat," said Standard & Poor's credit analyst Chris Mooney.
CONYERS 138: Files Bare-Bones Ch. 11 Petition in Atlanta
--------------------------------------------------------
Conyers 138, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Ga. Case No. 14-73659) in Atlanta, Georgia, on Dec. 1, 2014,
without stating a reason.
The Debtor, a Single Asset Real Estate as defined 11 U.S.C. Sec.
101(51B), estimated $10 million to $50 million in total assets and
debt of $500,000 to $1 million.
The Law Offices of Evan M. Altman, Esq., in Atlanta, serves as
counsel.
COTT CORP: S&P Lowers CCR to 'B' & Removes From CreditWatch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
rating on Cott Corp. to 'B' from 'B+', and removed all the ratings
from CreditWatch, where they had been placed with negative
implications Nov. 6, 2014.
At the same time, S&P lowered its issue-level rating on Cott's
unsecured debt to 'B-' from 'B+', and revised its recovery rating
on the debt to '5' from '4'.
"The downgrade follows Cott's expected acquisition of DSS Group
Inc., parent of DS Services of America Inc., and associated
financing," said Standard & Poor's credit analyst Donald Marleau.
In addition, S&P assigned its 'B-' issue-level rating and '5'
recovery rating to Cott's proposed US$615 million unsecured notes
due 2019. A '5' recovery rating indicates S&P's expectations of
modest (10%-30%) recovery in a default scenario.
"The ratings on DS Services' senior secured debt remain on
CreditWatch positive, because we will likely raise the rating on
this debt once the acquisition is completed in a few weeks," Mr.
Marleau added.
The ratings reflect Standard & Poor's view of Cott's "weak"
business risk profile, characterized by the company's modest
positions in the mature carbonated soft drink (CSD) and juice
markets and good market positions in U.S. home and office water
delivery from the recent DS Services acquisition. S&P's view of
the company's "aggressive" financial risk profile is supported by
what it expects to be high debt leverage following the
acquisition.
The stable outlook on Cott is based on S&P's expectation that
adjusted debt to EBITDA will increase to about 5.0x-5.5x until
acquisition synergies accrete to earnings in 2016, contributing to
some debt reduction from free cash flow. S&P incorporates only
modest synergies from the integration of DS Services over the next
12 months along with our expectation of slightly negative organic
revenue growth, generating funds from operations (FFO) to debt of
12% and EBITDA interest coverage of 3x.
S&P could lower the rating if operating performance deteriorates
such that adjusted debt to EBITDA increases to 6x and FFO to debt
drops below 10%, which S&P believes would be precipitated by a
high single-digit revenue decline and about 100 basis points of
margin pressure. S&P believes that such a scenario would confirm
several years of sustained high leverage and a potential
deterioration in Cott's business risk profile because of weaker
earnings.
Although unlikely within the next year, S&P could raise the
ratings if the company strengthens its credit ratios, including
adjusted debt to EBITDA below 4.5x and FFO to debt above 15%,
while expanding its organic revenue base and maintaining margins
despite the potential for intense competitive activity and higher
commodity prices.
CUBIC ENERGY: Amends 98.7 Million Shares Resale Prospectus
----------------------------------------------------------
Cubic Energy, Inc., filed with the U.S. Securities and Exchange
Commission a post-effective amendment to its Form S-1 registration
statement relating to the resale by Anchorage Illiquid
Opportunities Offshore Master III, L.P., AIO III AIV 3, LLC,
Corbin Opportunity Fund, L.P., et al., of 98,751,823 shares of the
Company's common stock issuable upon the exercise of warrants to
purchase shares of the Company's common stock. The Company will
not receive any of the proceeds from the resale of shares offered
by the selling shareholders under this prospectus.
The Company's common stock is traded on the OTCQB Tier of the U.S.
OTC Markets under the symbol "CBNR." On Nov. 28, 2014, the last
reported sale price of the Company's common stock was $0.11 per
share.
A full-text copy of the Amended Prospectus is available at:
http://is.gd/uJXPso
About Cubic Energy
Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.
Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, a net loss of $12.49 million for the year
ended June 30, 2012, and a net loss of $10.28 million
for the year ended June 30, 2011.
As of Sept. 30, 2014, the Company had $121.37 million in total
assets, $123.65 million in total liabilities, $988 in redeemable
preferred stock, and a $2.27 million total stockholders' deficit.
DISTRICT AT MCALLEN: Involuntary Chapter 11 Petition Filed
----------------------------------------------------------
The District At McAllen LP is being to Chapter 11 bankruptcy by a
creditor allegedly owed more than $5 million.
Dr. Ernesto Ramirez, which asserts a $5.33 million claim on
account of indemnity for City Bank's Claim on guaranty, filed an
involuntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 14-
70661) in McAllen, Texas, on Dec. 2, 2014.
The case is assigned to Judge Richard S. Schmidt.
The Petitioning Creditor is represented by Nathaniel Peter Holzer,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, in Corpus
Christi, Texas.
ELEPHANT TALK: To Hold Investor Presentations
---------------------------------------------
Elephant Talk Communications Corp. disclosed with the U.S.
Securities and Exchange Commission that it will hold upcoming
presentations relating to the Company and its recent developments.
The form of slide show presentation used by management of the
Company to describe the business is available for free at:
http://is.gd/WSJVgg
About Elephant Talk
Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.
Elephant Talk reported a net loss of $22.13 million in 2013, a net
loss of $23.13 million in 2012 and a net loss of $25.31 million in
2011. As of Sept. 30, 2014, the Company had $40.60 million in
total assets, $18.38 million in total liabilities and $22.22
million in total stockholders' equity.
EMDEON INC: S&P Affirms 'B' CCR & Rates $160MM Secured Loan 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' corporate
credit rating on Nashville-based health care solutions provider
Emdeon Inc. The outlook is stable.
At the same time, S&P assigned a 'B+' rating to the company's new
$160 million senior secured term loan due 2018. In addition, S&P
lowered its issue-level rating on the company's $125 million
senior secured revolving credit facility due 2016 and $1.301
billion senior secured term loan due 2018 to 'B+' from 'BB-' and
revised the recovery rating to '2' from '1' driven by the
incremental increase to senior secured debt in the capital
structure. The '2' recovery rating indicates expectations for
substantial (70%-90%) recovery of principle in the event of
payment default.
In addition, S&P affirmed its 'CCC+' issue-level rating on the
company's $375 million senior unsecured notes due 2019. The '6'
recovery rating on the notes remains unchanged and indicates
expectations for negligible (0%-10%) recovery of principle in the
event of payment default.
The ratings reflect Emdeon's "highly leveraged" financial risk
profile and its "fair" business risk profile. "We calculate the
pro forma leverage, adjusted for the $160 million of incremental
debt, at around 6.3x and expect the company to improve leverage
over the intermediate term through revenue growth and EBITDA
expansion," said Standard & Poor's credit analyst Andrew Chang.
S&P assess Emdeon's business risk profile as "fair," reflecting
S&P's view of the company's acquisitive growth strategy and the
potential long-term threat to its core electronic claims
clearinghouse platform as payers look to establish direct
connections with providers. Partly offsetting the above
weaknesses, in S&P's view, are Emdeon's high level of recurring
revenue, diverse customer base, and good long-term growth
prospects in its ancillary, value-added products. S&P views
absolute profitability as "average" and volatility of
profitability as "low" given the stable nature of Emdeon's
business model.
"Emdeon has consistently generated revenue growth in recent years
after a slowdown during the Great Recession as the gradually
improving U.S. economy and health care reform have contributed to
a higher number of insured lives," added Mr. Chang. "We
anticipate that the highly embedded nature of Emdeon's core
products, recent acquisitions, and its expanding market
opportunities for its ancillary products, such as revenue cycle
management and analytics, will enable the company to sustain
above-average revenue growth over the intermediate term."
S&P views Emdeon's financial risk profile as "highly leveraged."
Pro forma for the proposed incremental debt, S&P estimates that
the adjusted leverage is near 6.3x as of Sept. 2014. Based on
S&P's expectation for good revenue growth in fiscal 2015, both
organic and acquisition-related, adjusted leverage should decline
to the 6x area by the end of 2015 and lower still in 2016.
ENERGY FUTURE: Seeks to Expand Scope of KPMG's Employment
---------------------------------------------------------
Energy Future Holdings Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to expand the employment of KPMG LLP, which is their bankruptcy
accounting and tax advisors.
The Debtors seek to expand the scope of the firm's services to:
a) continue to remediate IT deficiencies identified through the
KPMG Debtors' Sarbanes Oxley Act compliance efforts;
b) expand the length of services of a previously approved
statement of work referenced in the original order;
c) provide accounting services key to the KPMG Debtors'
restructuring;
d) initiate the next of phase of model reconciliation services
and Apptio costing services;
e) build out the KPMG Debtors information technology asset
management system;
f) support the planning, analysis, and design of the Enterprise
Architecture & Innovation team's target state for the
functional and operating models; and
g) establish additional compensation terms for the additional
services.
A hearing is set for Dec. 18, 2014 at 9:30 a.m. (ET) to consider
the Debtors' request. Objections, if any, must be filed no later
than 4:00 p.m. on Dec. 11, 2014.
A full-text copy of the Debtors' request is available for free
at http://is.gd/COVOS5
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.
ENGILITY HOLDINGS: S&P Assigns 'B+' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating on U.S.-based government services contractor
Engility Holdings Inc. The rating outlook is stable.
The debt currently resides at TASC Inc., including the first-lien
loan S&P rates 'B+' and the second-lien debt S&P rates 'CCC+',
both of which are on CreditWatch with positive implications.
These issues carry a '2' ("substantial") and a '6' ("negligible")
recovery rating, respectively. Upon completion of the merger, S&P
will withdraw its corporate credit rating on TASC Inc. and link
the issue-level ratings to the corporate credit rating on Engility
Holdings Inc., which will result in a one-notch upgrade to each
issue-level rating (while the recovery ratings remain unchanged).
If Engility Holdings Inc. does not complete the merger with TASC
Inc., S&P will withdraw the corporate credit rating on Engility
Holdings Inc.
S&P bases the rating on Engility Holdings Inc. on the assumption
that the announced merger with TASC Inc., which is subject to
shareholder and regulatory approval, is completed as scheduled in
the first quarter of 2015. Engility will assume TASC's debt and
raise approximately $585 million in incremental debt at TASC to
refinance existing debt at Engility and pay a special dividend of
roughly $200 million. This will result in debt to EBITDA
increasing to about 5x on a pro forma basis from about 2x prior to
the higher debt. TASC, which private-equity firms Kohlberg Kravis
Roberts & Co L.P. (KKR) and General Atlantic LLC (GA) own, will
receive stock in Engility worth 51% of the combined company.
However, public Engility stockholders will retain control of the
company by holding the majority of an enlarged board of directors
with limitations on the transfer and voting of Engility shares
that KKR and GA hold.
The combined company will have a much wider variety of service
offerings, with more balanced customer diversity than either
company on its own because TASC's higher-end strategic technical
consulting, mostly with intelligence agencies, complements
Engility's operational support services, mostly with the U.S.
Department of Defense. However, the combined company is still
much smaller than some competitors, does not have much of a
presence with foreign militaries or government agencies, and has
meaningful exposure to the Army (about 15% of pro forma revenues),
which is seeing the bulk of defense budget cuts. Program
concentration is relatively limited for the size of the company
(and much better than some other service contractors, like DynCorp
International LLC), with the largest contract representing less
than 6% of pro forma revenues and the top 20 representing less
than 40%. The company does not have a large number of contracts
coming due in the next year, but contract awards across the
industry have been delayed both by the budget uncertainty and
protests by losing bidders, which can be both a positive and a
negative. It is negative for the company if it's a new program
that they aren't currently on, but it's a positive on re-competes
as the company gets to continue to work on the program until the
new one is awarded.
The stable outlook reflects S&P's belief that credit metrics,
which are somewhat weak for the rating initially, will gradually
improve over time. The company will likely generate decent cash
flow despite challenging conditions for service contractors,
which, if applied toward debt reduction, should result in debt to
EBITDA of 4.7x-5.2x from 5.2x on a pro forma basis in 2015.
FLC HOLDING: Auction for PNA Bank in Illinois Set for Dec. 18
-------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Royal Financial Inc. will buy the stock of the
two-branch PNA Bank for $1.2 million absent a better offer at
auction Dec. 18, to be followed by a hearing for sale approval on
Dec. 23.
As previously reported by The Troubled Company Reporter, Royal
Financial, entered on Nov. 13, 2014, into an Asset Purchase
Agreement with FLC Holding to acquire PNA Bank, a federal savings
bank with banking offices in Chicago and Niles, Illinois. Royal
Financial will acquire from FLC all of the issued and outstanding
shares of common stock of PNA Bank for a cash purchase price of
$1.2 million. Immediately following the acquisition, Royal
Financial intends to merge PNA Bank with and into its bank
subsidiary, Royal Savings Bank.
About FLC Holding
FLC Holding Company filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 13-24125) on June 11, 2013. Chad H. Gettleman, Esq., at
Adelman & Gettleman, Ltd., in Chicago, serves as counsel.
The Debtor estimated assets of $500,001 to $1 million and debts of
$1 million to $10 million.
ERF WIRELESS: Terminates Adar Bays Convertible Debt
---------------------------------------------------
ERF Wireless, Inc., terminated its Aug. 4, 2014, Convertible Debt
Financing for $50,000 with Adar Bays, LLC, previously disclosed
and documented in its Second Quarter and Third Quarter 10-Q
filings and simultaneously repaid the balance, including interest,
of that convertible debenture as well as the associated prepayment
penalty.
About ERF Wireless
Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.
ERF Wireless reported a net loss attributable to the Company of
$7.26 million in 2013, a net loss attributable to the Company of
$4.81 million in 2012 and a net loss attributable to the Company
of $3.37 million in 2011.
As of Sept. 30, 2014, the Company had $3.59 million in total
assets, $10.43 million in total liabilities and a $6.84 million
total shareholders' deficit.
FALCON STEEL: Opposes Formation of Equity Committee
---------------------------------------------------
Falcon Steel Co. is opposing bid to form a committee that would
represent its equity security holders.
Early last month, a group of equity holders represented by Dallas,
Texas-based law firm Munsch Hardt Kopf & Harr, P.C. that owns
shares in the steel maker complained of not being "adequately"
represented, and asked U.S. Bankruptcy Judge D. Michael Lynn to
approve the formation of an equity committee.
In a court filing, Falcon Steel said there is no need to form an
equity committee given the "extremely concentrated ownership of
the shares."
According to the company, 10 of its 24 shareholders own about
93.2% of the voting shares while the rest own only 6.8%. Eight of
the 10 largest shareholders are employees, Falcon said.
The company also argued that its equity security holders are
already "adequately" represented by its Board of Directors, and
that an equity committee "will become a polarizing, divisive issue
within the company" with no benefit to its restructuring efforts.
The proposed formation of an equity committee also drew flak from
the U.S. trustee and from secured creditor Texas Capital Bank,
National Association.
The U.S. trustee, the Department of Justice's bankruptcy watchdog,
said the steel maker's bankruptcy case, "is not sufficiently
complex" to warrant formation of an equity committee. The agency
also cited the significant costs Falcon would incur if Judge Lynn
authorized its formation.
About Falcon Steel
Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11
protection in the U.S. Bankruptcy Court for the Northern District
of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on
June 29, 2014. Falcon Steel claims to be the only American-owned
company that builds steel lattice towers for high electrical
transmission lines.
Falcon Steel was formed in 1963 and has operated continuously
since that time as a manufacturer engaged in fabricating and
galvanizing structural steel for customers in the United States.
New Falcon, a subsidiary, suspended operations in June 2013 and is
being held for sale.
Falcon has three manufacturing plants in the DFW area in Texas,
with one facility in Haltom City, another in Euless, and the third
facility in Kaufman, Texas. The company's corporate headquarters
is located at its Haltom City plant. It currently employs
approximately 255 employees.
Bankruptcy Judge D. Michael Lynn, in an amended order, directed
the joint administration of the case of Falcon Steel Company and
New Falcon Steel, LLC (Lead Case No. 14-42585).
Falcon Steel estimated assets and debt of $10 million to $50
million.
The Debtors have tapped Forshey & Prostok, LLP, as general counsel
and Decker, Jones, McMackin, McClane, Hall & Bates, P.C. as
special corporate counsel. Ryan LLC acts as property tax
consultant. The Debtors also tapped Western Operations LLC as
financial consultant, and Rylander, Clay & Opitz, LLP, as
accountants.
The U.S. Trustee has appointed a five-member panel to serve as the
official unsecured creditors committee in the Debtors' cases. The
Committee has tapped McCathern, PLLC, as counsel.
* * *
The judge has given the Debtors and the unsecured creditors
committee until Dec. 13, 2014, to file claims against lender Texas
Capital Bank, N.A.
FL 6801: Judge Approves Sale of Hotel to Z Capital Partners
-----------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that U.S. Bankruptcy Judge Shelley C. Chapman in Manhattan
approved private-equity fund manager Z Capital Partners' purchase
of the Canyon Ranch Hotel & Spa in Miami Beach for $21.6 million.
According to the report, a disgruntled group of Canyon Ranch condo
owners fought the deal in court but, Z Capital and another group
of Canyon Ranch condo owners that already supported the deal
reached a compromise with the disgruntled group that satisfied
their objections, allowing the sale to get approved by the court.
About Z Capital Partners
Z Capital Partners, L.L.C. -- http://www.zcap.net/-- is a private
equity firm with approximately $1.9 billion of regulatory assets
and committed capital under management and with offices in Lake
Forest, IL and New York, NY. Z Capital pursues a value-oriented
approach in private equity that includes making control
investments in companies that may require growth capital, balance
sheet and or operational improvements.
Z Capital portfolio companies currently have aggregate worldwide
annual revenues of approximately $1.5 billion, sell products in
over 30 countries, and have in excess of 190,000 associates
directly and through joint ventures.
Z Capital's investors include prominent global sovereign wealth
funds, endowments, pension funds, insurance companies,
foundations, family offices, wealth management firms and other
financial institutions in North America, Europe, Asia, Africa and
the Middle East.
About FL 6801 Spirits
FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach. The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.
FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full-
service, ocean front condominium hotel located at the site of the
old Carillon Hotel in Miami Beach, Florida. The current operator
of the hotel, Canyon Ranch Living, is not a debtor, and operations
at the property are expected to continue without interruption.
FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).
FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.
Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the largest
in U.S. history. Lehman's Chapter 11 plan became effective on
March 6, 2012.
FPL ENERGY: Fitch Affirms 'BB' Rating on $365MM Indebtedness
------------------------------------------------------------
Fitch Ratings has affirmed the ratings on FPL Energy National
Wind, LLC's (Opco) and FPL Energy National Wind Portfolio, LLC's
(Holdco) senior secured notes and revised the Outlook on Holdco
as:
-- Opco $365 million senior secured indebtedness due 2024 at
'BB'; Outlook Negative;
-- Holdco $100 million senior secured indebtedness due 2019 at
'B-', Outlook to Negative from Stable.
The ratings are anchored by diverse wind regimes generating
revenues under fixed-price long-term power purchase agreements
(PPA). Historical wind volatility combined with an increased
operating cost profile have resulted in projections below initial
cash flow estimates. However, recent performance remains
relatively steady at the current rating levels. The Negative
Outlook on both the Opco and Holdco debt reflects near term
uncertainty regarding the cost to repair structural features at
one wind project. The Negative Outlooks are also tied to the
project's ability to meet revised generation forecasts, especially
when considering near term repairs and turbine downtime.
KEY RATING DRIVERS
Fully Contracted Revenues -- Revenue Risk- Price: Midrange
Revenues are derived under fixed-price long-term contracts for a
portfolio of eight wind farm projects totalling 389.6 megawatts
(MW). The projects no longer earn revenues from production tax
credits (PTCs) under the NextEra Capital Holdings agreement as of
February 2014. The credit quality of the offtakers does not
actively constrain the current ratings.
Revised Production Estimates -- Revenue Risk- Volume: Weaker
Actual wind resource since inception has been roughly 8% below the
original P50 estimate with below P90 performance in 2012-2013.
The Project benefits from geographic diversification but any
portfolio effect has not fully mitigated generation losses from
reduced wind speeds overall. Revised projections exclude one
divested portfolio project and utilize a P50 forecast based on
actual performance which is 6-7% below the original P50.
Stabilized Operating Profile -- Operating Risk: Midrange
Operating and maintenance (O&M) expenses have persisted well above
expectations with an average increase over the original base case
of 45% through 2014. Fitch's projections utilize the increased
actual O&M cost in the base case with additional stress applied in
the rating case for the later years. Positively, the Project has
historically maintained high availability with an average of 94.8%
portfolio-wide since 2005.
Debt Structure -- Debt Structure: Midrange (Opco)/Weaker (Holdco)
The Opco and Holdco debt benefit from twelve month debt service
reserves (DSR) with additional reserves for operations and major
maintenance. The distribution trigger at Opco of 1.25x for twelve
months or 1.10x for six months helps to ensure timely debt payment
at Opco. Under a cash trap scenario, however, the Holdco debt is
fully reliant on reserves and would likely face debt repayment
risk due to the limited cash at the subordinate level
Limited Financial Cushion -- Debt Service: Weaker
Financial performance has been lower than original projections due
to reduced energy revenues and higher operating costs than
projected. Fitch's rating case adds the maximum estimated
structural repair cost for 2015-2017, a 9-12% reduction to output
and a 10% increase to O&M expenses and yields an average DSCR of
1.26x with a minimum of 1.05x for the Opco and an average of 0.98x
and minimum of 0.94x for the Holdco. Under this scenario, cash
flows are sufficient at Opco to complete necessary maintenance
with cash and debt service reserves adequate at Holdco to support
debt payment for the remaining short tenor.
Limited Public Peers
Fitch rated wind projects generally meet the criteria for
investment grade with debt service coverage ratios commensurate
with the 1.30x threshold such as Continental Wind (with average
rating case DSCR of 1.38x and a minimum of 1.33x) and Caithness
Shepherds Flat (with average rating case DSCR of 1.42x and a
minimum of 1.33x). Both projects are rated 'BBB-' by Fitch. Opco
and Holdco for National Wind are not consistent with investment
grade metrics.
RATING SENSITIVITIES
Negative or Positive -- Challenges for Necessary Repairs:
Extensive outages as a result of a longer-term and higher cost
repair than estimated by the Sponsor could result in negative
rating action. Conversely, successful repairs at the lower end of
estimated costs could resolve the Negative Outlook;
Negative -- Liquidity Draw at Holdco: Cash flow trapped at Opco
under a sub-1.25x annual DSCR scenario would result in zero cash
flow available for Holdco debt. A draw on the debt service
reserve at Holdco could signal a change in credit quality from the
current level;
Negative or Positive -- Long Term Operating Expenses: A material
change in long term O&M expenses above Fitch's 10% stress level or
below base-case expectations could negatively or positively impact
the rating level, respectively.
Negative or Positive -- Generation Deviations: A persistent
reduction in availability from historical levels or reduced
generation following the sale of the Wyoming project may result in
Fitch making additional downgrades; However, persistent production
near the revised P50 level could result in Fitch taking a positive
rating action.
UPDATE
During 2014, necessary repairs were uncovered at an individual
project site. The Sponsor is currently working to finalize
estimates with regards to the cost and timing of these repairs
which could range from roughly $3 to $7.5 million. It is likely
that these repairs will span the next several years, resulting in
reduced availability at one project site out of the eight project
portfolio.
In order to manage tight coverage levels, the Sponsor has
historically managed distributions from the Opco and reduced their
own distribution in order to send sufficient cash to the HoldCo
and make debt service payments. Despite strong coverage in 2014,
the additional costs associated with the necessary repairs will
likely cause decreased coverage levels during 2015, potentially
resulting in cash lock up at the Opco level.
Fitch calculated DSCR for the 2014 calendar year based on nine
months of operating data and three months of projected data
compared to the March and September debt service payments. The
results were an Opco DSCR of 1.74x with Holdco coverage of 1.27x
compared to 1.25x and 0.97x respectively for 2013. Increased
coverage for 2014 is largely attributed to the positive impact of
the debt buy down following the sale of the Wyoming project.
Fitch notes that actual DSCR reported by the Sponsor was 1.57x and
1.38x for Opco and Holdco respectively during 2014 based on a year
ended Sept. 30.
The current cash balance at Holdco of $1.9 million is sufficient
to meet debt service through March 2016. Additionally, the
Sponsor intends to use funds from the March 2015 debt service
payment at Opco to prefund the debt service at Holdco through
2016. Following the September 2016 debt service payment, it is
anticipated that the structural repairs will be complete and that
cash flows should revert back to projections. This should limit
the risk of Holdco default. Further, the balance at Holdco
following the September 2016 payment will be low ($4.1 million)
with only two years remaining on the debt tenor.
Fitch has assessed the impact of both a $2.8 million and $7.4
million solution under the base and rating case, respectively.
Under the higher cost scenario of $7.4 million, Fitch has spread
the maintenance expenses over a three-year period, resulting in
near breakeven coverage for 2015-2017. For Holdco, consolidated
DSCRs are below 1.0x coverage for the 2015-2017 period, however,
cash on hand and debt service reserves are adequate to meet debt
service payments. Coverage following the 2015-2017 period is
indicative of the current rating level at Opco and Fitch expects
that the Sponsor will manage coverage at both Opco and Holdco
during the maintenance period based on demonstrated past
performance.
Rolling 12-month availability for the period ended Sept. 30, 2014
has declined slightly to 92% due largely to major component
failures and repairs at several sites and a plane crash at the
South Dakota site. Inclement weather lead to increased downtime
following generator failures at a site and resulted in near 80%
availability through September 2014. Positively, annual wind
production at the projects showed modest improvement compared to
2013 at 5% below the revised P50 and 4% above the revised P90.
The prior Negative Outlook at Opco was based on the uncertainty of
wind performance without Wyoming as a contributor to the portfolio
given its relative stability compared to original project
forecasts. 2014 performance helps to illustrate that the impact
of removing Wyoming on overall production has been marginal.
The Opco is a portfolio of eight operating wind farms with an
aggregate capacity of approximately 389.6 MW (previously 533.5 MW
including the 144 MW Wyoming project). Each project company is
wholly owned by the Opco and is otherwise unencumbered with
project-level indebtedness. All of the output of each wind farm
is committed under long term power purchase agreements with
counterparties that are unaffiliated with the Opco.
Under the agreements, the Opco generally receives a fixed-energy
price for all energy produced by the wind farm, and the
counterparty generally pays all costs associated with transmission
and scheduling. Distributions from the Opco are the Holdco's sole
source of revenues. The HoldCo is an indirect, wholly owned
subsidiary of NextEra Energy Capital Holdings, Inc. 'NextEra'
(rated 'A-' with a Stable Outlook by Fitch).
FRED FULLER: Court Approves CBIZ Inc. to Provide CRO & Staff
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized Fred Fuller Oil & Propane Co. Inc. to employ CBIZ Inc.
to provide a chief restructuring officer and certain temporary
staff, and designate Jeffrey T. Varsalone as chief restructuring
officer for the Debtor.
The firm will:
a) manage and control over the day-to-day operations of the
Debtor, including cash and cash flow in consultation with the
Debtor's other professional and prepetition management;
b) analyze the Debtor's business, operations, and financial
condition;
c) develop strategies to improve cash flow, enhance
profitability and reduce expenses;
d) manage short-term liquidity including forecasting and report
cash flow performance;
e) negotiate and implement financing as well as the evaluation
of strategic alternatives;
f) negotiate and implement debtor-in-possession financing;
g) develop and implement cash management strategies, tactics and
process including developing a cash receipts and disbursement
forecasting tool;
h) work on Section 362 process or any alternative plan process;
i) prepare statement of affairs, schedules and other
reporting required in its Chapter 11 case;
j) prepare data required in order to prepare the first day
motions and related proposed orders required by the Court;
k) amend or terminate leases and the rejection or assumption of
contracts;
l) negotiate with creditors and other parties-in-interest in
furtherance of a restructuring;
m) provide testimony before the Court on matters that are within
the firm's areas of expertise; and
n) work on such other matters as may be request by the Debtor's
counsel, the Debtor's board of directors, or that is require
by the State of New Hampshire or other parties-in-interest,
that fall within the firm's expertise and that are mutually
agreeable.
Mr. Varsalone, managing director at the firm, charges $575 per
hour while support staff bills between $175 and $295 per hour.
The Debtor assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jeffrey T. Varsalone
Managing Director
CBIZ INC
Cleveland Office
6050 Oak Tree Blvd., Suite 500
Cleveland, OH 44131
Tel: 212-790-5876
Email: jvarsalone@cbiz.com
About Fred Fuller Oil
Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
the largest heating oil company in the state, serving about 30,000
New Hampshire customers. It sought Chapter 11 protection
(Bankr. D. N.H. Case No. 14-12188) in Manchester, New Hampshire,
on Nov. 10, 2014, without stating a reason. It estimated $10
million to $50 million in assets and debt. The Nov. 10, 2014
court filing show that the Debtor has about $13.5 million in
debts. Jeremy Blackman at Concord Monitor reports reports that
the Debtor owes more than $276,000 to Harvard Pilgrim Health Care
and nearly $94,000 to the city of Laconia and the towns of Hudson,
Milford and Northfield.
According to Concord Monitor, the bankruptcy case was initially
filed on Nov. 10 under Chapter 7, but that has since been
terminated and replaced with a Chapter 11 restructuring proposal.
William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,
serves as counsel to the Debtor. Fredrick J. Fuller, the
president, signed the bankruptcy petition.
The Court reassigned the Debtor's Chapter 11 case from Judge Bruce
A. Harwood to Judge J. Michael Deasy.
FRED FULLER: Files Schedules of Assets and Liabilities
------------------------------------------------------
Fred Fuller Oil & Propane Co. Inc. filed its schedules of assets
and liabilities, and statement of financial affiliates with the
U.S. Bankruptcy Court for the District of New Hampshire,
disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $23,637,227
B. Personal Property
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims
E. Creditors Holding
Unsecured Priority
Claims $104,687
F. Creditors Holding
Unsecured Non-priority
Claims $12,790,702
----------- -----------
TOTAL $23,637,227 $12,895,389
A full-text copy of the schedules is available for free
at http://is.gd/tfEVbO
About Fred Fuller Oil
Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
the largest heating oil company in the state, serving about 30,000
New Hampshire customers. It sought Chapter 11 protection
(Bankr. D. N.H. Case No. 14-12188) in Manchester, New Hampshire,
on Nov. 10, 2014, without stating a reason. It estimated $10
million to $50 million in assets and debt. The Nov. 10, 2014
court filing show that the Debtor has about $13.5 million in
debts. Jeremy Blackman at Concord Monitor reports reports that
the Debtor owes more than $276,000 to Harvard Pilgrim Health Care
and nearly $94,000 to the city of Laconia and the towns of Hudson,
Milford and Northfield.
According to Concord Monitor, the bankruptcy case was initially
filed on Nov. 10 under Chapter 7, but that has since been
terminated and replaced with a Chapter 11 restructuring proposal.
William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,
serves as counsel to the Debtor. Fredrick J. Fuller, the
president, signed the bankruptcy petition.
GLYECO INC: Melvin Keating Quits From Board of Directors
--------------------------------------------------------
Melvin L. Keating tendered his resignation as a director of
GlyEco, Inc., effective Nov. 26, 2014. Mr. Keating's resignation
was not the result of any disagreement with the Company on any
matter relating to its operations, policies, or practices,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
GlyeCo reported a net loss of $4.01 million in 2013, a net loss of
$1.86 million in 2012, and a net loss of $592,171 in 2011.
The Company's balance sheet at Sept. 30, 2014, showed $15.52
million in total assets, $2.49 million in total liabilities and
$13.03 million in total stockholders' equity.
Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013. The independent
auditors noted that the Company has yet to achieve profitable
operations and is dependent on its ability to raise capital from
stockholders or other sources to sustain operations and to
ultimately achieve viable profitable operations. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
GREAT NORTHERN PAPER: To Be Sold for $5.4 Million
-------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that Maine's shuttered Great Northern Paper Co. is selling its
assets for $5.4 million to Los Angeles-based Hackman Capital
Partners, an investment firm that focuses on the purchase and sale
of industrial real estate and equipment.
According to the report, Hackman doesn't intend to operate the
Great Northern mills themselves and isn't planning to hang onto
the assets for long. Hackman's offer beat out a $2.6 million
offer from Capital Recovery Group, which led the bidding, the
Journal related.
As previously reported by The Troubled Company Reporter, citing
Portland Press Herald, U.S. Bankruptcy Judge Louis H. Kornreich in
Bangor, Maine, has approved a compromise between GNP and its
creditors that sets aside a portion of the expected receipts from
the sale of the East Millinocket mill for dozens of unsecured
creditors. A "carve out" from the proceeds of the sale will
provide funds to the company's unsecured creditors, which
collectively are owed $22.6 million, including many businesses in
the Katahdin region that were never paid for goods and services.
About Great Northern Paper
Headquartered in Millinocket, Maine, Great Northern Paper, Inc.,
one of the largest producers of groundwood specialty papers in
North America, filed for chapter 11 protection on January 9, 2003
(Bankr. Maine, Case No. 03-10048). Alex M. Rodolakis, Esq., and
Harold B. Murphy, Esq., at Hanify & King, P.C., represented the
Debtor. When the Company filed for chapter 11 protection, it
listed debts and assets of more than $100 million each. In early
2003, Belgravia purchased substantially all of the Debtor's assets
for approximately $75 million. The Maine Bankruptcy Court
converted the Debtor's case to a chapter 7 liquidation proceeding
on May 22, 2003. Gary M. Growe was the chapter 7 Trustee for the
Debtor's estate. Jeffrey T. Piampiano, Esq., at Drummond Woodsum
& MacMahon represented the chapter 7 Trustee.
GNP Maine Holdings LLC, dba Great Northern Paper Company, filed a
voluntary petition for Chapter 7 bankruptcy on Sept. 22 (Bankr. D.
Del. Case No. 14-12179) in Wilmington, Delaware. The next day,
three of Great Northern's trade creditors filed an involuntary
Chapter 7 petition (Bankr. D. Maine Case No. 14-10756).
GT ADVANCED: Creditors Want to Question Apple Executive
-------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that creditors of GT Advanced Technologies Inc. want the right to
question an Apple Inc. executive over his role in a crucial
settlement in GT's bankruptcy case.
According to the report, GT's Official Committee of Unsecured
Creditors and a group of bondholders said Apple Senior Vice
President of Operations Jeff Williams should be made available for
a "short, half-day deposition" as, "based on documents produced by
Apple, it is clear that Williams played an important, substantial
and hands-on role in managing the relationship between GTAT and
Apple in connection with the matters that are directly relevant to
the Apple settlement motion."
About GT Advanced Technologies
Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies Inc. -- http://www.gtat.com/-- produces materials
and equipment for the electronics industry. On Nov. 4, 2013, GTAT
announced a multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the
NASDAQ stock exchange in October 2014.
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 brought about by its issues with Apple.
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 has named seven members to the Official Committee
of Unsecured Creditors. The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.
GT ADVANCED: Court Sets January 26, 2015 as Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire set
Jan. 26, 2015, at 5:00 p.m. (ET) as deadline for creditors to file
proofs of claim against GT Advanced Technologies Inc. and its
debtor-affiliates.
The Court also set April 6, 2015, at 5:00 p.m. (ET) as deadline
for governmental units to file their claims.
Proofs of claim must be filed at
GTAT Claims Processing Center
c/o Kurtzman Carson Consultants LLC
2335 Alaska Avenue
El Segundo, CA 90245
Tel: (888) 647-1732
(310) 751-2622 (outside of the U.S.)
About GT Advanced Technologies
Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies Inc. -- http://www.gtat.com/-- produces materials
and equipment for the electronics industry. On Nov. 4, 2013, GTAT
announced a multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the
NASDAQ stock exchange in October 2014.
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 brought about by its issues with Apple.
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: Files Schedules of Assets and Liabilities
------------------------------------------------------
GT Advanced Technologies Inc. filed its schedules of assets and
liabilities, and statement of financial affiliates with the U.S.
Bankruptcy Court for the District of New Hampshire, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property
B. Personal Property $29,101,007
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims
E. Creditors Holding
Unsecured Priority
Claims
F. Creditors Holding
Unsecured Non-priority
Claims $434,000,000
----------- ------------
TOTAL $29,101,007 $434,000,000
A full-text copy of the schedules is available for free
at http://is.gd/eAXpVU
About GT Advanced Technologies
Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies Inc. -- http://www.gtat.com/-- produces materials
and equipment for the electronics industry. On Nov. 4, 2013, GTAT
announced a multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.
GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT." GTAT was de-listed from the
NASDAQ stock exchange in October 2014.
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 brought about by its issues with Apple.
The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.
HDGM ADVISORY: Can Solicit Plan Votes Until January 2015
--------------------------------------------------------
The Hon. James M. Carr of the U.S. Bankruptcy Court for the
Southern District of Indiana extended the exclusive period of
HDGM Advisory Services LLC ("MAS") and HDG Mansur Investment
Services Inc. to solicit acceptances to their Joint Chapter 11
Plan of Reorganization as for a period of 60 days, to and
including Jan. 16, 2015.
As reported in the Troubled Company Reporter on Nov. 20, 2014,
the Debtors said they believe that the requested extension is
consistent with sound case management, and will allow management
and other parties in interest, namely the Examiner and other
creditor constituencies, adequate time within which to focus on
the development, negotiation and documentation of a confirmable
plan of reorganization and solicitation of acceptances thereof.
On Sept. 17, 2014, within 120 days of the Petition Date, the
Debtors filed their Joint Chapter 11 Plan of Reorganization. On
Sept. 18, 2014, however, the Court authorized the appointment of
an Examiner with expanded powers in the Chapter 11 cases. John
Humphrey was appointed Examiner on Oct. 27, 2014.
Michael W. Hile, Esq., at Katz & Korin, PC, counsel to the
Debtors, explains that the Examiner "controls" several of the
Claims by and against the Debtors and successful resolution of
these cases will require coordination with the Examiner, at the
least, and likely the Examiner's involvement and consent in asset
liquidation and distribution. He says the appointment of an
Examiner altered the Debtors' proposed resolution of the Chapter
11 cases as it brought forward another constituency to consider in
collecting and distributing assets.
On October 29, 2014, counsel for the Debtors met with Mr. Humphrey
to discuss the Debtors' Plan. It was a productive meeting that
made clear certain amendments to the Plan would be required, but
the meeting, as anticipated, did not result in a full and final
agreement respecting same.
About HDGM Advisory Services
HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investments
Services, Inc. ("MISI") invest in and develop real estate around
the world. They also provided management and investment services
to real estate funds that were set up as an investment vehicle for
religious Muslims. MISI developed Finzels Reach, a real estate
development in Bristol England. MAS and MISI are directly
or indirectly owned by Harold D. Garrison, who is also a debtor in
possession in a separate chapter 11 case.
MAS and MISI sought Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014. On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases, under the lead case -- HDGM
Advisory, Case No. 14-04797.
MAS disclosed $20,257,001 in assets and $7,991,590 in liabilities
as of the Chapter 11 filing. MISI disclosed $20,454,819 in assets
and $12,377,542 in liabilities. According to a court filing, the
Debtors don't have any secured creditors.
The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.
An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-00461) on Jan. 24, 2014.
INT'L FOREIGN EXCHANGE: Can File Plan Until February 2015
---------------------------------------------------------
The Hon. Robert Gerber of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods of
International Foreign Exchange Concepts Holdings Inc. to:
a) file a Chapter 11 plan until Feb. 8, 2015, and
b) solicit acceptances for that plan until April 12, 2015.
As reported in the Troubled Company Reporter on Nov. 20, 2014,
the Debtor said the extension would prevent others from filing
rival plans in court and maintain the company's control over its
bankruptcy case.
About International Foreign Exchange
International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.
Judge Robert Gerber oversees the case. Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut. The Debtors' restructuring advisors is CDG
Group. DiConza Traurig LLP serves as conflicts counsel. The
Debtors' special counsel is Withers Bergman LLP. The Debtors'
notice, claims, solicitation and balloting agent is Logan &
Company, Inc.
Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.
International Foreign Exchange Concepts Holdings Inc., the parent
of investment adviser FX Concepts LLC, sold assets for
$7.48 million to Ruby Commodities Inc., at an auction held
Nov. 25, 2013. The sale was an old-fashioned auction with the
assets first offered in six lots and then in bulk. The piecemeal
auction fetched combined bids of $3.38 million. When the assets
were offered in bulk, Ruby came out on top with an offer of $7.48
million, which the bankruptcy court in New York approved Nov. 26.
KEMET CORP: To Cut Jobs in Europe by 156
----------------------------------------
Per--Olof Loof, chief executive officer, and William M. Lowe, Jr.,
executive vice president and chief financial officer, of KEMET
Corporation, presented at the Bank of America Merrill Lynch 2014
Leveraged Finance Conference on Dec. 2, 2014.
The Company said it plans to eliminate 156 jobs in Western and
Northern Europe as it moves some of its production facilities to
Macedonia and China. The Company expects to achieve additional
cost reduction of up to $2 million/quarter by 2Q FY16.
The slide package used in connection with this presentation is
available at http://is.gd/Fy3g1g
About KEMET
KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors. KEMET's common stock is listed on the NYSE
under the symbol "KEM."
The Company's balance sheet at June 30, 2014, showed $838.64
million in total assets, $620.39 million in total liabilities and
$218.25 million in total stockholders' equity.
* * *
As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1
from B2 and the Probability of Default Rating to Caa1-PD from B2-
PD based on Moody's expectation that KEMET's liquidity will be
pressured by maturing liabilities and negative free cash flow due
to the interest burden and continued operating losses at the Film
and Electrolytic segment.
As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Simpsonville,
S.C.-based KEMET Corp. to 'B-' from 'B+'.
"The downgrade is based on continued top-line and margin pressures
and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.
The TCR reported in August 2014 that Standard & Poor's Ratings
Services revised its outlook on Greenville, S.C.-based capacitor
supplier KEMET Corp. to stable from negative. S&P affirmed the
ratings, including the 'B-' corporate credit rating.
KIPS BAY MEDICAL: Has $1.42-Mil. Net Loss for Sept. 27 Quarter
--------------------------------------------------------------
Kips Bay Medical, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $1.42 million on $13,000 of net sales for the three
months ended Sept. 27, 2014, compared with a net loss of $1.57
million on $13,000 of net sales for the three months ended Sept.
28, 2013.
The Company's balance sheet at Sept. 27, 2014, showed
$5.99 million in total assets, $474,000 in total liabilities, and
total stockholders' equity of $5.52 million.
The Company's ability to continue as a going concern, realize the
carrying value of its assets and discharge its liabilities in the
ordinary course of business is dependent upon a number of factors,
including the Company's ability to obtain additional financing to
fund its operations until it ultimately generate profitable
operations, the results of its eMESH I clinical feasibility trial
and anticipated pivotal study, its ability to obtain U.S.
marketing approval for its eSVS Mesh and the Company's ability to
market and sell its eSVS Mesh. These factors, among others, raise
substantial doubt about the Company's ability to continue
operations as a going concern.
A copy of the Form 10-Q is available at:
http://is.gd/Yy9LFg
Kips Bay Medical, Inc., a medical device company, develops,
manufactures, and commercializes external saphenous vein support
technology (eSVS Mesh), for use in coronary artery bypass grafting
(CABG) surgery. Its eSVS Mesh is designed to be fitted like a
sleeve on the outside of saphenous vein grafts (SVG) to strengthen
SVGs used in CABG surgery. The company markets its eSVS MESH
through independent distributors in selected European Union
markets. Kips Bay Medical, Inc. was founded in 2007 and is based
in Minneapolis, Minnesota.
LARCAN INC: Bid Deadline Slated for December 15
-----------------------------------------------
Dodick Landau Inc., in its capacity as trustee in bankruptcy of
Larcan Inc., says it is soliciting offers from parties who wish to
purchase Larcan's business and assets on an individual basis or en
bloc.
Interested individual must filed their offers no later than 5:00
p.m. (EST) on Dec. 15, 2014. Further information may be obtained
by reaching Naomi Lieberman at (416) 736-4357 or
naomi.lieberman@dodick.ca
Larcan Inc. designs, makes, and service broadcast television
transmitter at its premises located at 228 Ambassador Drive in
Mississauga, Ontario.
LEVEL 3: Completes $600 Million Senior Notes Offering
-----------------------------------------------------
Level 3 Communications, Inc., has completed its previously
announced offering of $600 million aggregate principal amount of
its 5.75% Senior Notes due 2022 in a private offering to
"qualified institutional buyers," as defined in Rule 144A under
the Securities Act of 1933, as amended, and non-U.S. persons
outside the United States under Regulation S under the Securities
Act of 1933.
On Dec. 1, 2014, Level 3 entered into an indenture with The Bank
of New York Mellon Trust Company, N.A., as trustee, in connection
with Level 3's issuance of $600,000,000 Notes.
The 5.75% Senior Notes will mature on Dec. 1, 2022. The net
proceeds from the offering, together with cash on hand, will be
used to redeem all of Level 3's outstanding 11.875% Senior Notes
due 2019, including accrued interest, applicable premiums and
expenses.
On Dec. 1, 2014, a notice of redemption was distributed to holders
of Level 3's 11.875% Senior Notes. The redemption of all the
outstanding 11.875% Senior Notes is scheduled to occur on Dec. 31,
2014.
The 5.75% Senior Notes are not registered under the Securities Act
of 1933 or any state securities laws, and unless so registered,
may not be offered or sold except pursuant to an applicable
exemption from the registration requirements of the Securities Act
of 1933 and applicable state securities laws.
About Level 3 Communications
Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.
Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012, and a net loss of $756 million in
2011. As of Sept. 30, 2014, the Company had $13.98 billion in
total assets, $12.33 billion in total liabilities and $1.64
billion in stockholders' equity.
* * *
In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.
"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.
In June 2013, Standard & Poor's Ratings Services raised its
corporate credit rating on Level 3 to 'B' from 'B-'. "The upgrade
reflects improved debt leverage, initially from the acquisition of
the lower-leveraged Global Crossing in October 2011, and
subsequently from realization of the bulk of what the company
expects to eventually be $300 million of annual operating
synergies," said Standard & Poor's credit analyst Richard
Siderman.
As reported by the TCR on Oc. 31, 2014, Moody's Investors Service
upgraded Level 3 Communications Inc.'s corporate family rating
(CFR) to B2 from B3.
Level 3's B2 CFR is based on the company's ability to generate
relatively modest free cash flow of between $250 million and $300
million in 2016 and, inclusive of debt which is presumed to be
converted to equity in 2015, to de-lever by approximately 0.5x to
4.8x (Moody's adjusted) by the end of 2016.
LPATH INC: Closes Enrollment in Phase 2 Clinical Trial of iSONEP
----------------------------------------------------------------
Lpath, Inc., has completed enrollment of its clinical trial
evaluating iSONEP in patients with wet age-related macular
degeneration (wet AMD), which is also referred to as the "Nexus"
study. This multicenter, Phase 2 clinical trial enrolled patients
who have not responded well to existing anti-vascular endothelial
growth factor (VEGF) therapies including Lucentis(R), Avastin(R)
and Eylea(R).
Top line study results are expected to be available in the second
quarter of 2015. The Nexus Data Safety Monitoring Board (DSMB)
continues to express no significant safety concerns with the study
treatments and has encouraged Lpath to close enrollment by the end
of the year.
"We are eager to advance our lead program to data analysis in
order to evaluate proof-of-concept of iSONEP in patients with wet
AMD, either as an adjunctive or monotherapy," stated Dario
Paggiarino, M.D., senior vice president and chief development
officer of Lpath. "We expect the results from the Nexus study
will provide additional insights as to whether iSONEP has biologic
activity in the multiple mechanisms that underlie wet AMD-related
vision loss, in addition to vascular leakage."
The primary endpoint of the Nexus study is a mean change in best
corrected visual acuity (BCVA) at 120 days. Secondary endpoints
include measurements of retinal thickness, neovascular lesion size
and safety, among others. iSONEP is an antibody that blocks the
bioactive lipid sphingosine-1-phosphate (S1P), implicated in
choroidal neovascularization, inflammation and fibrosis -- all of
which are believed to be important factors in the development of
wet AMD.
Lpath is also conducting a Phase 2a trial evaluating ASONEP, an
anti-S1P antibody that is formulated for systemic delivery, in
patients with metastatic renal cell carcinoma. Lpath has also
utilized its ImmuneY2 drug discovery engine to produce LpathomabTM
(an antibody targeting lysophosphatidic acid, or LPA), for which
investigational new drug (IND) enabling studies have been
completed. In addition, Lpath is planning to file an IND
application with the United States Food and Drug Administration
for Lpathomab for the treatment of neuropathic pain in January
2015 and to initiate a Phase 1 safety study of Lpathomab in the
first quarter of 2015.
About LPath
San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.
LPath reported a net loss of $6.56 million in 2013, a net loss of
$2.75 million in 2012 and a net loss of $3.11 million in 2011.
The Company's balance sheet at Sept. 30, 2014, showed $26.68
million in total assets, $4.73 million in total liabilities and
$21.95 million in total stockholders' equity.
MARINA BIOTECH: Registers 17.9 Million Shares for Resale
--------------------------------------------------------
Marina Biotech, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
proposed resale or other disposition from time to time of up to
17,890,792 shares of the common stock, par value $0.006 per share,
of the Company by Steven T. Newby, ROTH IRA E*TRADE Custodian,
Millennium Trust Company, LLC, Custodian FBO, EOS Holdings LLC, et
al. The shares of common stock covered by the prospectus are
issuable to the selling stockholders upon the exercise of common
stock purchase warrants that are held by the selling stockholders.
The Company is not selling any common stock under this prospectus
and will not receive any of the proceeds from the sale or other
disposition of common stock by the selling stockholders. However,
the Company may receive proceeds in the aggregate amount of up to
$7.83 million if all of the warrants to purchase the shares of the
Company's common stock that are covered by this prospectus are
exercised for cash.
The selling stockholders will bear all commissions and discounts,
if any, attributable to the sales of shares. The Company will
bear all other costs, expenses and fees in connection with the
registration of the shares.
The Company's common stock is traded on the OTCQB tier of the OTC
Markets under the symbol "MRNA." On Dec. 1, 2014, the last
reported sale price for the Company's common stock as reported on
OTCQB was $0.88 per share.
A full-text copy of the prospectus is available for free at:
http://is.gd/lziRFn
About Marina Biotech
Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation. The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients. The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.
On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated. As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary. As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.
As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as
the principal accountants for Marina Biotech, Inc., and Wolf &
Company, P.C., had been engaged as replacement.
In 2013, the Company incurred a net loss of $1.57 million on $2.11
million of license and other revenue, compared to a net loss of
$9.54 million on $4.21 million of license and other revenue in
2012.
As of Sept. 30, 2014, the Company had $9.95 million in total
assets, $20.14 million in total liabilities, and a $10.2 million
stockholders' deficit.
METALICO INC: Sells Lead Division for $31.3 Million
---------------------------------------------------
Metalico, Inc., has closed on the sale of its Lead Fabricating
segment for an aggregate all-cash purchase price of $31.3 million.
The transaction includes all of Metalico's operating Lead
businesses in Alabama, Illinois and California, together with the
Company's owned real estate and leasehold interests in those
states used by its Lead facilities. The purchase price assumes a
specified level of working capital was transferred to the buyers
at closing and may be adjusted within thirty days of closing after
confirmation of the amount of working capital conveyed. The
parties executed definitive documentation and closed
simultaneously.
Metalico had previously announced plans to divest non-core assets
in connection with a restructuring of its institutional
indebtedness. Net proceeds of the lead sale were used to pay down
debt that will result in annual interest savings of approximately
$2.6 million. Included in the debt reduction was $4.9 million in
new Series C Convertible 13.5% Notes issued in October of this
year, reducing potential additional equity dilution had the Notes
not been paid down.
The Lead Division sale, together with the restructuring and cost
reductions, moves Metalico appreciably toward its goal of reducing
total debt by 30% to 40% by year-end. Since Dec. 31, 2013, the
Company has reduced its outstanding indebtedness by one third,
from $127.7 million to $85.3 million, with current maturities at
$6.3 million. The Company plans to continue to identify and sell
non-core assets in an effort to further reduce leverage and focus
all its resources on improving the results of its scrap metal
recycling operations.
The buyers' investors include the principal owners of Chicago-
based Imperial Zinc Corp., one of the largest producers of zinc
alloys and zinc anodes in the United States.
Metalico has operated its Lead business primarily through Mayco
Industries, Inc., based in Birmingham, Alabama, and Santa Rosa
Lead Products, Inc., headquartered in Healdsburg, California. The
sale was effected through a series of purchase agreements executed
by the applicable Metalico subsidiaries as sellers and affiliates
of Imperial Acquisitions as buyers.
The Company has also agreed to a five-year non-competition
covenant in the Lead Fabricating business with the purchasers.
About Metalico
Metalico, Inc. is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products. The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.
Metalico reported a net loss attributable to the Company of $34.81
million in 2013 following a net loss attributable to the Company
of $13.11 million in 2012. Metalico incurred a net loss
attributable to the Company of $3.61 million for the six months
ended June 30, 2014.
As of Sept. 30, 2014, the Company had $294.46 million in total
assets, $156.95 million in total liabilities and $137.51 million
in total equity.
METALICO INC: Amends 4.9 Million Shares Resale Prospectus
---------------------------------------------------------
Metalico, Inc., filed with the U.S. Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the resale or other disposition by TPG Specialty Lending, Inc., of
up to an aggregate of 4,953,190 shares of the Company's common
stock, $.001 par value per share, which represents 130% of the
maximum number of shares of common stock currently underlying
certain warrants issued to the selling stockholder.
The Company is not selling any shares of its common stock under
this prospectus and will not receive any proceeds from the sale or
other disposition of shares by TPG Specialty, except that the
Company may receive the proceeds of any cash exercises of the
warrants, which, if received, would be used by us for general
corporate and working capital purposes. The selling stockholder
will bear all commissions and discounts, if any, attributable to
the sale or other disposition of the shares. The Company will
bear all costs, expenses and fees in connection with the
registration of the shares.
The Company's common stock is listed on NYSE MKT under the symbol
"MEA." On Dec. 1, 2014, the last reported sale price of the
Company's common stock on the American Stock Exchange was $0.3899
per share.
A copy of the Form S-1/A prospectus is available for free at:
http://is.gd/d7LFbl
About Metalico
Metalico, Inc. is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products. The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.
Metalico reported a net loss attributable to the Company of $34.81
million in 2013 following a net loss attributable to the Company
of $13.11 million in 2012. Metalico incurred a net loss
attributable to the Company of $3.61 million for the six months
ended June 30, 2014.
As of Sept. 30, 2014, the Company had $294.46 million in total
assets, $156.95 million in total liabilities and $137.51 million
in total equity.
MISSION NEWENERGY: Completes Indonesian Arbitration
---------------------------------------------------
Mission NewEnergy Limited disclosed that the BANI Indonesian
arbitration award has been paid as per the award announced on
July 21, 2014. Funds will materially be used to pay down
convertible note debt and the balance retained for general working
capital purposes.
The Company's 85% owned subsidiary, Oleovest Pte Ltd had
registered a request for arbitration with the Indonesian
Arbitration Board (BANI) to seek compensation from the Indonesian
government owned palm plantation company, PT Nusantara III
(PTPN111) for breach of its material and non-material obligations
under its joint venture agreement (JVA) with Oleovest.
As previously reported, the Indonesian arbitration panel, in a 2-1
majority decision, has awarded Oleovest Pte Ltd, with
US$3,360,000.
Meanwhile, the Company announced it has reduced the nominal value
of its Convertible Note debt by A$2.3 million or 36,068 notes to
$23 million.
For more information and a copy of this announcement, please
visit: www.missionnewenergy.com or contact:
Company Contact:
James Garton
Phone: + 61 8 6313 3975
Email: james@missionnewenergy.com
About Mission NewEnergy
Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.
The Company is not operating its biodiesel refining segment. The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.
The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets. The Company intends to cease all Indian
operations.
Mission NewEnergy reported a net loss of $1.09 million on $9.68
million of total revenue for the year ended June 30, 2014,
compared to net income of $10.05 million on $8.41 million of total
revenue during the prior year.
The Company's balance sheet at June 30, 2014, showed $4.04 million
in total assets, $15.40 million in total liabilities and a $11.35
million total deficiency.
BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013. The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million. These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.
MISSISSIPPI PHOSPHATES: Court Drops Order to Show Cause
-------------------------------------------------------
The Hon. Katharine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi dismissed an Order to Show Cause
entered in the Chapter 11 case of Mississippi Phosphates
Corporation.
Danny L. Miller, the clerk of court, informed James S. Carr, Esq.,
of his failure to comply with the Uniform Local Rules for the
United States Bankruptcy Courts, Northern and Southern Districts
of Mississippi, specifically MISS. BANKR. L. R. 9010-1
Representations and Appearances; Powers of Attorney. In
particular, the Motion to Appear pro hac vice was not filed.
Mr. Carr was required to cure the deficiency by November 12.
Judge Samson entered the Order to Show Cause on November 14,
requiring Mr. Carr to appear before the Court on December 4 to
show cause why sanctions or other relief should not be imposed for
failure to comply with the Deficiency Notice.
Mr. Carr represents BP Energy Company in the case. He filed an
Objection to the Debtors' motion for interim and final orders
prohibiting utilities from altering, refusing or discontinuing
services to, or discriminating against, the Debtors on account of
pre-petition amounts due.
About Mississippi Phosphates
Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer. MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy. Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.
The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.
As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.
MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the
cases.
Mississippi Phosphates estimated $100 million to $500 million in
both assets and liabilities. Affiliates Ammonia Tank and Sulfuric
Acid Tanks each estimated $1 million to $10 million in both assets
and liabilities.
The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel. The Debtors engaged Stillwater Advisory
Group LLC and David N. Phelps as Chief Restructuring Officer.
The U.S. Trustee for Region 5 has appointed seven creditors to
serve in the official unsecured creditors committee in the
Debtors' cases.
* * *
The meeting of creditors pursuant to Sec. 341(a) in the Debtors'
cases is scheduled for Dec. 17, 2014, at 10:30 a.m., in Gulfport,
Mississippi.
MOMENTIVE PERFORMANCE: Test Case on Paying for Rejected Theory
--------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Bankruptcy Judge Robert Drain will have
the opportunity in the Chapter 11 case of Momentive Performance
Inc. to answer the question whether secured creditors who are paid
in full in bankruptcy will be entitled to reimbursement for
unsuccessfully pursuing a faulty legal theory aimed at recovery of
more than they were owed.
According to the report, BOKF NA, as indenture trustee for first-
lien bondholders, requested reimbursement of $11.9 million in
professional costs. Momentive Performance has filed papers
contending that almost $8.9 million of that request is excessive
because the money was spent pursuing a legal theory that Judge
Drain rejected, the report related.
Momentive Performance said awarding full compensation would
establish a precedent allowing oversecured creditors to "pursue
every available avenue of litigation, regardless of their chances
of success," assured of being fully reimbursed "to the detriment
of more junior creditors," the report further related.
About Momentive Performance
Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics. Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company. In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.
As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.
Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.
As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings. The Debtors
said that the restructuring will eliminate $3 billion in debt.
The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.
The Court entered an order confirming the Plan on Sept. 11, 2014.
The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel. FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.
Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.
U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.
BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.
Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.
Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.
Momentive Performance Materials Inc. and its debtor-affiliates
notified the U.S. Bankruptcy Court for the Southern District of
New York that their joint Chapter 11 plan of reorganization became
effective as of Oct. 24, 2014, at 4:00 p.m. (prevailing Eastern
Time). The Court confirmed their joint plan on Sept. 11, 2014.
MUD KING: Wants Disclosure Statement Hearing Moved to January 2014
------------------------------------------------------------------
Mud King Products Inc. asks the U.S. Bankruptcy Court for the
Southern District of Texas to continue the hearing to consider the
adequacy of the disclosure statement explaining its Chapter 11
plan of reorganization to Jan. 15, 2015.
The Debtor tells the Court that its current exclusivity period to
confirm the plan expires Jan. 22, 2015. The Debtor says it will
not be able to confirm the plan prior to the expiration of this
period.
The disclosure statement hearing is currently scheduled for
Dec. 8, 2014.
The Debtor relates it filed its plan and disclosure statement on
July 1, 2014, during its exclusive period. The Debtor says it
must amend the plan and disclosure statement to reflect National
Oilwell Varco LP's (NOV) allowed claim in connection with the NOV
order entered by the Court, along with any award of attorneys'
fees, if any. NOV is seeking more than $1.5 million in attorneys'
fees in connection with the NOV order, according to the Debtor.
The Debtor further says it is unable to proceed with approval of
the disclosure statement until the Court rules on the amount of
allowed attorneys' fees, if any. Accordingly, the December 8
hearing must be continued, the Debtor points out.
About Mud King Products
Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013. The petition was signed
by Erich Mundinger as vice president. The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing. Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort. Judge Karen K. Brown presides over the case.
The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.
* * *
On July 1, 2014, the Debtor filed its Chapter 11 Plan and
Disclosure Statement. The Plan provides that Allowed General
Unsecured Claims of greater than $50,000 will receive a pro rata
share of equal quarterly payments for a period of twenty quarters
until such claims are paid in full, with simple interest at the
rate of 5% per annum accruing from the Effective Date. The Court
has yet to approve the Disclosure Statement describing the Plan.
NAARTJIE CUSTOM: Panel's Hiring of Hogan Lovells Opposed
--------------------------------------------------------
Target Ease International tells the Hon. William T. Thurman of the
U.S. Bankruptcy Court for the District of Utah that the retention
of Hogan Lovells (South Africa) as special South African counsel
proposed by the Official Committee of Unsecured Creditors for the
case of Naartjie Custom Kids Inc. is questionable in light of the
fact that the estate is administratively insolvent, and becoming
more insolvent every day.
Target Ease, citing the Debtor's monthly operating report for the
period from Oct. 5, 2014, to Nov. 1, 2014, says the estate has
incurred through Nov. 1, 2014 a total of $762,415 in professional
fees, or an average of $15,248 per day in professional fees since
the date of the bankruptcy filing. According to the Debtor's
Cash flow forecast, the estate will incur professional fees of
$1,021,500 during the 11 weeks beginning Nov. 22, 2014, or an
average of $13,266 per day in professional fees. At a prior
hearing, Target Ease raised the concern that this case is quickly
becoming all about the professionals and their skyrocketing fees.
The Debtor's monthly operating report and cash flow forecast seem
to bear out that concern, Target Ease notes.
According to Target Ease, the net purchase price for the Debtor's
South African assets will be no more than $2,200,000. There is no
guarantee that the transaction will close.
The firm is to advise the Committee on:
a) the timing and process for the proposed acquisition of the
assets and liabilities of ZA One, a wholly owned subsidiary
of the Debtor;
b) the most cost effective and time efficient process to
remit proceeds of the sale to the Debtor; and
c) any draft agreement of sale that may be prepared in
connection with the transaction and regulatory processes and
requirements under South African law.
Target Ease adds that Hogan Lovells will be at least the eighth
professional retained by the estate.
Target Ease retained as counsel:
Mona L. Burton, Esq.
HOLLAND & HART LLP
222 S. Main St., Suite 2200
Salt Lake City, UT 84101
Tel: 801-799-5822
Fax: 801-799-5700
Email: mburton@hollandhart.com
About Naartjie Custom Kids
Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666). The case is assigned to Judge William T. Thurman.
The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.
The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP as its counsel. Ray Quinney &
Nebeker P.C. serves as local counsel. FTI Consulting, Inc. serves
as its financial advisor.
NEW ENGLAND COMPOUNDING: Files Debt-Payment Plan
------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that victims of a 2012 deadly meningitis outbreak are closer to
receiving compensation now that the Massachusetts pharmacy tied to
the disease has filed its debt-payment plan in bankruptcy court.
According to the report, the New England Compounding Center filed
a Chapter 11 plan describing how it hopes to distribute an
anticipated $135 million or more in settlement funds to those who
filed personal injury or wrongful death claims against the
pharmacy.
About New England Compounding Pharmacy
New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts. The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass. In
October 2012, the company recalled all its products, not just
those associated with the outbreak.
Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC. He is represented by
Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP.
An Official Committee of Unsecured Creditors appointed in the case
has been represented by BROWN RUDNICK LLP's William R. Baldiga,
Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and David
J. Molton, Esq.
NTELOS HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Waynesboro, Va.-based NTELOS Holdings Corp., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.
"The CreditWatch placement follows the company's announcement that
it will wind down its operations in the eastern Virginia markets
and focus its efforts on western Virginia and West Virginia, where
it has a more favorable competitive position," said Standard &
Poor's credit analyst Allyn Arden.
As part of the change in strategy, NTELOS is selling its spectrum
covering these markets to T-Mobile U.S. for $56 million of cash,
although wind-down costs of around $55 million will offset this
amount. Additionally, S&P expects that EBITDA will be about $25
million-$30 million lower in 2015 compared to S&P's original base-
case forecast due to intense competitive pressures as well as lost
revenue from these markets that is not fully offset by cost
reductions.
S&P views the strategy as potentially positive longer term, in
that NTELOS will exit a portion of its footprint that is very
competitive and has unfavorable profitability characteristics.
However, over the near term S&P believes that leverage could rise
above 5x, depending on NTELOS's ability to monetize other noncore
assets, including towers and undeployed spectrum in the western
Virginia markets.
S&P expects to resolve the negative CreditWatch within the next
three months with either a rating downgrade or affirmation. S&P
believes downside potential is limited to one notch, and it could
lower the rating if it believes that leverage will be over 5x for
a sustained period.
PENN NATIONAL: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Wyomissing, Pa.-based Penn National Gaming Inc. to negative from
stable. At the same time, S&P affirmed all ratings, including its
'BB-' corporate credit rating.
"The revision of Penn National's rating outlook to negative
reflects our expectation for leverage to remain high, above 6x,
through 2015," said Standard & Poor's credit analyst Carissa
Schreck.
S&P expects the company will reduce leverage at a slower pace than
it previously expected because of ongoing challenges in the
regional gaming operating environment and a significant level of
capital expenditures for developments. As a result, S&P expects
Penn National will continue to generate negative free operating
cash flow (defined as cash flow from operations less capital
expenditures) through 2015. S&P had previously expected the
company would generate positive free operating cash flow in 2015
and begin to use that to reduce debt.
The negative outlook reflects S&P's expectation that leverage will
remain above 6x through 2015. S&P is forecasting a continued
challenged regional gaming operating environment, continued
competitive pressures in some of Penn National's key markets, and
a significant level of capital expenditures over the next year.
S&P could lower the rating if operating performance in 2015
weakens such that EBITDA coverage of interest expense drops to
around 2x or there is a deterioration of the company's liquidity
profile. Additionally, S&P could lower the rating if it believes
that Penn National would no longer consider the prioritization of
free operating cash flow to repay debt in 2016.
S&P could revise the outlook to stable once it is confident that
Penn National has the ability and demonstrates the willingness to
use free operating cash flow to repay debt and improve leverage
closer to or below the mid-5x area.
PHH CORP: Fitch Plans to Withdraw BB- Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings plans to withdraw the ratings on PHH Corporation on
or about Jan. 5, 2015, for business reasons. Fitch currently
rates PHH Corporation as:
PHH Corporation
-- Long-term Issuer Default Rating (IDR) 'BB-'; Negative Rating
Outlook;
-- Senior unsecured debt 'BB-';
-- Short-term IDR 'B';
-- Commercial paper 'B'.
Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems
sufficient. Fitch believes that investors benefit from increased
rating coverage by Fitch and is providing approximately 30 days'
notice to the market on the withdrawal of PHH Corporation's
ratings as a courtesy to investors.
PRIME TIME INT'L: Wants Until March 2015 to File Chapter 11 Plan
----------------------------------------------------------------
Prime Time International Company and its debtor-affiliates ask the
U.S. Bankruptcy Court the District of Arizona to further extend
their exclusive period to:
a) file a Chapter 11 plan until March 16, 2015; and
b) solicit acceptances of that plan through and including
May 18, 2015.
The Debtors tell the Court that their current plan filing deadline
will expire on Dec. 15, 2014.
The Debtors relate that on Nov. 13, 2014, the Court authorized the
sale of substantially all of their assets. Pursuant to an
approved asset purchase agreement, Prime Time International
Acquisition LLC, stalking-horse bidder, requires closing to occur
on or before March 15, 2015. In order to allow them to proceed
toward closing and then wind-up its Chapter 11 cases, they request
that the exclusivity periods be extended, the Debtors note.
The Court has yet to set a hearing date for the Debtors' extension
request.
Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.
Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America. The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.
Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014. The Debtors have tapped Greenberg Traurig as
attorneys, Odyssey Capital Group, LLC, as financial advisors, and
Schian Walker, P.L.C., as conflicts counsel.
The Debtors disclosed $26.78 million in total assets and
$23.37 million in total liabilities as of Jan. 31, 2014.
QUICKSILVER RESOURCES: CFO John Regan to Resign
-----------------------------------------------
John C. Regan notified Quicksilver Resources Inc. of his intention
to resign as Quicksilver's senior vice president - chief financial
officer, effective Dec. 31, 2014, to become the chief financial
officer at Vine Oil and Gas, LP, a recently formed exploration and
production company headquartered in Dallas, Texas. Mr. Regan's
departure does not change any of Quicksilver's goals or the timing
or plan for executing them, according to a regulatory filing with
the U.S. Securities and Exchange Commission.
About Quicksilver
Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America. Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane. Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK. The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana. The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.
Quicksilver Resources posted net income of $161.61 million in 2013
following a net loss of $2.35 billion in 2012. The Company's
balance sheet at Sept. 30, 2014, showed $1.26 billion in total
assets, $2.36 billion in total liabilities and a $1.09 billion
total stockholders' deficit.
* * *
As reported by the TCR on Sept. 30, 2014, Moody's Investors
Service downgraded Quicksilver Resources Inc.'s Corporate Family
Rating (CFR) to Caa3 from Caa1. "The downgrade to Caa3 reflects
Moody's view that Quicksilver Resources' risk of default has
further increased," said Pete Speer, Moody's Senior Vice
President.
The TCR reported on Oct. 7, 2014, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Quicksilver
Resources Inc. to 'CCC-' from 'CCC+'. "The downgrade reflects our
view that Quicksilver could undertake a distressed exchange for
its $350 million subordinated notes due 2016 within the next six
months," said Standard & Poor's credit analyst Carin Dehne-Kiley.
RADIOSHACK CORP: Believes Claimed Covenant Breaches Self-Serving
----------------------------------------------------------------
RadioShack Corporation reported that it received a notice from
Salus Capital Partners, a unit of Harbinger Group, Inc., claiming
covenant breaches under the $250 million Term Loan facility
provided by Salus and Cerberus Business Finance, a unit of
Cerberus Capital Management. The claims relate primarily to the
recapitalization and investment agreement and amendment to the
Company's ABL credit facility, which in each case were entered
into by the Company on Oct. 3, 2014. RadioShack believes these
claims are wrong and self-serving.
RadioShack intends to vigorously contest the claims. The Company
has been advised by lenders holding a majority of the loans and
commitments under its ABL credit facility that they intend to
continue to extend credit to the Company in accordance with the
terms of the ABL credit facility.
Joe Magnacca, RadioShack's chief executive officer, said, "We will
do everything we can to assure that these claims do not distract
us from our ongoing efforts to rationalize our capital structure
and transform our business. We will maintain our focus on
operating our business as we move forward."
Magnacca continued: "Despite their intimate knowledge of the
challenges that RadioShack faced when they extended credit to us
late last year, our current term lenders have repeatedly blocked
our efforts to accelerate and intensify our turnaround and make
smart decisions for our business. Now, prompted by their narrow
self-interest, they appear to be trying to manufacture a problem
during the critical Holiday shopping season in an effort to get
out of a loan on which they have already reaped more than $35
million in fees and interest payments."
"We intend to do everything in our power to prevent them from
using what we see as unfounded technical arguments to benefit
unjustly at the expense of other creditors, the hundreds of
communities we serve, the many other businesses we support and the
jobs of more than 25,000 hard-working people," Magnacca said.
Magnacca continued, "This is particularly disturbing in light of
meaningful steps we have taken in our turnaround plan, as well as
the recapitalization steps announced in October which, if
conditions are satisfied, would result in the conversion of at
least $120 million of debt into equity." Among the operational
steps taken by RadioShack are the following:
* The Company has reconfigured store hours at select locations
that are expected to reduce annual operating costs by $35
million and have also completed major cost reduction
projects, principally saving costs in IT and more efficient
DC operations, of over $39 million.
* As the Company has communicated clearly to the term lenders,
it has additional cost-reduction measures in process that it
intends to announce in connection with its upcoming quarterly
earnings release, which it believes could save an additional
$200 million or more in operating expenses beyond the impact
of the store closures, dramatically improving the cash flow
of its business.
An additional critical cost reduction measure involves the closure
of up to 1,100 stores so that the Company can focus on its
profitable, go-forward locations. Earlier this year, RadioShack
asked the term lenders for consent to close these stores, which
the Company estimates would have enhanced overall EBITDA by about
$83 million and created an additional $87 million of liquidity
from reduced and focused inventory levels. They refused unless
the Company paid significant fees, prepaid a substantial portion
of their debt and agreed to other covenants and concessions that
the Company believed to be unreasonable, even though these store
closures would have clearly benefited the Company and its
stakeholders.
Then, in late October, RadioShack requested that the term lenders
consent to the closure of a smaller but significant portion of
these same stores, but they again refused. Most recently,
RadioShack repeated its request that the term lenders consent to
permit the closure of up to 1,100 stores to provide the Company
with a rational store base going forward, and yet still has not
received their approval. For RadioShack, these requests, for
months, have been about the Company's continued efforts to
transform its business, serve its customers and preserve the jobs
of the vast majority of its employees.
Magnacca concluded: "It appears to us that the term lenders seek
only to advance their particular interests at the expense of all
other RadioShack stakeholders and will oppose any common sense
business move requiring their consent unless the Company agrees to
their exorbitant demands. The Company calls on them to rescind
their notice and related demands and instead grant approval for
the Company to take action that would benefit all creditors and
other stakeholders."
About Radioshack Corporation
RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com--
is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs. RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.
Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139.4 million in 2012, and net income of $72.2 million in
2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.
* * *
As reported by the TCR on Sept. 15, 2014, Standard & Poor's
Ratings Services lowered its corporate credit rating on Fort
Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'.
"The downgrade comes as the company announced it will seek
capital, and that such a transaction could include a debt
restructuring in addition to store closures and other measures,"
said Standard & Poor's credit analyst Charles Pinson-Rose.
In the Sept. 16, 2014, edition of the TCR, the TCR reported that
Fitch Ratings had downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'.
The downgrade reflects the high likelihood that RadioShack will
need to restructure its debt in the next couple of months.
The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1. "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.
REGIONALCARE HOSPITAL: S&P Affirms B CCR, Alters Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Brentwood, Tenn.-based RegionalCare Hospital Partners, including
the 'B' corporate credit and issue-level ratings. S&P revised the
rating outlook to stable from negative.
"The ratings on RegionalCare reflect its small, concentrated
hospital portfolio and weak profitability (compared with many peer
hospital companies) and leverage, including preferred debt, of
more than 9x for the next two years," said credit analyst David
Peknay. "The company has solid long-term growth prospects and we
expect EBITDA expansion over the short term. Therefore, we
consider credit quality to be more consistent with mid-single 'B'-
rated peers and utilize a one-notch positive rating adjustment for
the comparative rating analysis modifier."
S&P's stable rating outlook on RegionalCare reflects S&P's view
that the company has adequately addressed its operating
difficulties, giving S&P greater confidence that operating results
will be in line with its base-case scenario. This includes S&P's
expectation that the company will use only a modest amount of cash
in 2014 and will generate modest positive free operating cash flow
in 2015.
Downside scenario
A lower rating is possible if RegionalCare does not achieve
results close to S&P's base-case scenario, including a nearly 300
basis point (bp) improvement in EBITDA margin. S&P believes that
if the company falls short of this expectation, cash flow may be
insufficient to meet operating and capital needs, and this
deficiency might not be temporary. If the company fails to
achieve the forecasted margin improvement, S&P might view the
company's intermediate-term business prospects less favorably
relative to peers, resulting in a lower rating. S&P believes
factors that might lead to such an outcome could include
underachievement on its cost reduction plan, unmet patient volume
expectations from its recent successes in physician recruiting,
and any unanticipated adverse reimbursement or competitive
developments.
Upside scenario
A higher rating would require RegionalCare to reduce leverage
below 5x. Given current leverage above 10x, financial sponsor
ownership, and the company's aggressive growth strategy, S&P views
this as highly unlikely over the next year.
REICHHOLD HOLDINGS: Loan Will Have 'Crippling Effect,' Panel Says
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Official Committee of Unsecured Creditors
appointed in Reichhold Inc.'s bankruptcy case complained that the
current structure of the Debtor's bankruptcy loan "stacks the
deck" against other potential bidders, ensuring that the proposed
sale to senior secured noteholders is a "foregone conclusion."
According to the report, the Committee said the noteholders used
their unique position with regard to the assets of Reichhold's
non-bankrupt, non-U.S. affiliates' assets to orchestrate a
financing arrangement and proposed transaction that likely makes a
sale of the U.S. assets to them a "fait accompli."
About Reichhold
Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, USA, is one of the
world's largest manufacturer of unsaturated polyester resins and a
leading supplier of coating resins for the industrial,
transportation, building and construction, marine, consumer and
graphic arts markets. Reichhold -- http://www.Reichhold.com/--
has manufacturing operations throughout North America, Latin
America, the Middle East, Europe and Asia.
As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million. In 2013,
the companies generated $1.08 billion in net revenue, and as of
the year-to-date August 2014, $750 million in net revenues.
Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.
The Reichhold Companies are pursuing a sale transaction that has
two elements:
(i) a consensual foreclosure by the holders of senior secured
notes on their security interests in the common and preferred
stock in Reichhold Holdings Luxembourg, S.a.r.l. ("RHL"), the
ultimate holding company of all of the non-debtor affiliates that
operate outside the U.S., and
(ii) a purchase of certain assets of the Debtors by Reichhold
Holdings International B.V. through a credit bid pursuant to
Section 363 of the Bankruptcy Code.
Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.
Logan & Company is the company's claims and noticing agent.
The cases are assigned to Judge Mary F. Walrath.
The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors. The Creditors' Committee retains Hahn &
Hessen LLP as lead counsel, Blank Rome LLP as co-counsel, and
Capstone Advisory Group, LLC and Capstone Valuation Services, LLC,
as financial advisor.
An Ad Hoc Committee of Asbestos Claimants also appears in the
case. The Ad Hoc Committee consists of three plaintiff law firms,
Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly
Conroy LLC, each in their capacity as tort counsel for clients of
their firms who have asbestos-related personal injury or wrongful
death claims against the Debtors. The Committee is represented by
Mark T. Hurford, Esq., at Campbell & Levine, LLC; and Caplin &
Drysdale, Chartered's James P. Wehner, Esq. and Jeffrey A.
Liesemer, Esq.
SEAN DUNNE: Discharge Trial Probably Pushed Back to May
-------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Ireland's National Asset Loan Management Ltd.,
Sean Dunne's largest creditor, wants a four-month delay in the
trial to determine whether the Irish real estate developer is
entitled to wipe out his debts in the U.S. bankruptcy he began
voluntarily in March 2013.
According to the report, NALM, owed $208 million by Dunne, sued in
July 2013 in U.S. Bankruptcy Court in Bridgeport, Connecticut,
contending that the developer should be denied a discharge of his
debt for having lied about his property and attempting to conceal
assets.
About Sean Dunne
Irish real estate developer Sean Dunne filed a liquidating
Chapter 7 bankruptcy petition (Bankr. D. Conn. Case No. 13-50484)
on March 30, 2013, in Bridgeport, Connecticut. Mr. Dunne says he
now lives and works in Connecticut.
Mr. Dunne said he filed for bankruptcy in the U.S. because Ulster
Bank was applying to an Irish court for permission to commence
bankruptcy proceedings there.
The formal lists of property and debt Dunne filed in May in the
U.S. court shows assets with a total claimed value of $55.2
million and liabilities totaling $942.2 million. The assets
include $40.8 million of real estate, all in Ireland. Among the
$280.2 million in secured creditors and $612.2 million in
unsecured creditors, almost all are in Ireland.
SCHUPBACH INVESTMENTS: Fees End When Judge Confirms Ch. 11 Plan
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a divided U.S. Bankruptcy Appellate Panel for
the 10th Circuit in Denver has ruled in the bankruptcy case of
Schupbach Investments LLC that compensation for the lawyer shuts
off on confirmation of a Chapter 11 plan.
According to the report, the creditors won approval of a Chapter
11 plan they submitted, which plan transferred all the company's
property to a liquidating trust and terminated the company's
corporate existence. The creditors objected to paying the
company's lawyers for work before the retention papers were filed
and after the plan was confirmed, but the bankruptcy judge allowed
fees in both circumstances.
The three-judge appellate panel reversed in an unsigned 2-1
opinion, with the majority interpreted the Bankruptcy Code as
allowing compensation for a bankrupt's lawyer only when there's a
debtor-in-possession in existence, the report related. U.S.
Bankruptcy Judge Terrence L. Michael of Tulsa, Oklahoma,
dissented, saying it's "illogical to suggest that fees
contemplated to implement the creditors' plan should not be
compensated," the report added.
The case is Rose Hill Bank v. Lazzo (In re Schupbach Investments
LLC), 11-11425, U.S. Bankruptcy Appellate Panel for the 10th
Circuit (Denver).
Schupbach Investments, LLC, filed for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Kan. Case No. 11-11425) on May 16,
2011. The Company's owners, Jonathan and Amy Schupbach, filed for
relief on July 16, 2011, under Chapter 13, but the case was later
converted to Chapter 11 (Case No. 11-13633).
Schupbach Investments' schedule A listed 165 parcels of real
property, 39 of which were mortgaged to Bank of Commerce & Trust
Company. The Bank filed a proof of claim for $748,748.72 against
the Schupbachs.
SEARS HOLDINGS: Reports Wider Loss but Better Liquidity
-------------------------------------------------------
Chelsey Dulaney, writing for The Wall Street Journal, reported
that Sears Holdings Corp. stressed it has enough money to meet its
financial obligations, citing improvements to its balance sheet,
including inventory reductions and efforts to close about 235
unprofitable stores this year. The retailer also reported a wider
loss for its latest quarter, and its shares fell 3.8% to $32.96,
the report related.
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.
* * *
Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3. The rating
outlook is stable.
The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."
As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.
Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.
SENTINEL MANAGEMENT: Prosecutors Seek 20 Years for Former CEO
-------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that the federal government says Sentinel Management?s former
chief executive is an ?unrepentant con man? who deserves at least
20 years behind bars for defrauding investors.
According to the report, in a sentencing memorandum, prosecutors
accused Eric A. Bloom, 49 years old, of not taking responsibility
for defrauding Sentinel?s customers. Prosecutors say that in
addition to at least 20 years of prison time, Mr. Bloom should be
required to pay more than $665 million in restitution for the
money that Sentinel investors lost when the firm collapsed in
August 2007, the report related.
About Sentinel Management
Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions. The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007. Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor. Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the
Official Committee of Unsecured Creditors. When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.
On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee. Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP,
represent the Chapter 11 Trustee.
The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust. The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.
SNOHOMISH COUNTY HOSPITAL: Fitch Affirms B Rating on $2.3MM Bonds
-----------------------------------------------------------------
Fitch Ratings has taken these rating action on Snohomish County
Public Hospital District #1's (the district) limited tax general
obligation (LTGO) bonds:
-- $2.3 million series 2004 affirmed at 'B'.
The Rating Outlook is Negative.
SECURITY
The bonds are backed by a full faith and credit general obligation
pledge of the district. The district also irrevocably pledges to
annually levy and collect property taxes within the constitutional
and statutory limits to pay debt service on the bonds.
KEY RATING DRIVERS
PERSISTENT FINANCIAL WEAKNESS: The district continues to face
severe financial strains due to declining utilization and
recurring operating losses that have weakened cash and reserve
levels. The Negative Outlook reflects the district's
vulnerability to insolvency over the near-to-medium term. The
district has had a going concern opinion in its three most recent
audits.
TURNAROUND EFFORTS CONTINUE: The district has executed an
operating agreement with EvergreenHealth, a public hospital
district based in Kirkland, Washington, to become effective in
early 2015. The agreement expands upon an affiliation with
Evergreen begun at the end of 2012 and is intended to help improve
the district's operating performance and competitive position.
STRONG TAX BASE; LIMITED BENEFIT: Given the weak financial
position the benefits of the district's GO pledge and the strength
of its underlying tax base are diminished. The current rating
more closely reflects the district's financial operations.
RATING SENSITIVITIES
CONTINUED PRECARIOUS FINANCIAL POSITION: Despite recent
improvements in cash flow, largely due to a voter approved
increase in the tax levy, the Rating Outlook remains Negative
given the very low liquidity position. A further decline in
liquidity could result in insolvency and further rating
downgrades. However, the ability to meet its 2015 budget, which
reflects an improved cash position, could result in a revision in
the Rating Outlook to Stable.
CREDIT PROFILE
Snohomish County Public Hospital District No. 1 is located in
eastern Snohomish County, Washington, about 30 miles northeast of
Seattle on the outskirts of the Puget Sound region. The district
owns and operates Valley General Hospital, the only acute care
facility in the district, and the Valley General Chemical
Dependency Treatment Center.
ONGOING FINANCIAL CHALLENGES
The district's financial position remains weak due to recurring
operating losses. Unrestricted net assets fell to a negative $1.5
million in 2013, down from $5.2 million in 2008, while the
district has experienced seven consecutive years of operating
losses. However, the district had positive cash flow through the
10 months ended Oct. 31, 2014 due largely to additional tax
revenue from a voter approved tax levy increase in 2013.
Despite this positive development, cash levels are precariously
low with $45,000 of unrestricted cash and investments at Oct. 31,
2014 compared to $1.1 million at fiscal year end Dec. 31, 2013.
The district has secured a $1.5 million line of credit from a
local bank (backed by expected property tax revenue), which Fitch
believes is necessary given its current cash position. The
district projects to end 2015 with an improved cash position.
TURNAROUND EFFORTS CONTINUE
The district executed an affiliation agreement with Evergreen
Health Services, a neighboring public hospital district based in
Kirkland, Washington, in December 2012 following several years of
efforts to forge new partnerships. The district now plans to
expand upon this relationship with an operating agreement to be
implemented in March 2015. Evergreen will manage the district's
hospital and clinics under the agreement, and a new board will be
established to oversee district operations. The district's board
will retain legal and financial responsibility for the district,
but will no longer oversee operations directly.
Management expects that increased integration of the district's
services with Evergreen will improve financial results, but much
uncertainty remains regarding the outcome of these changes. In
addition, the April 2013 approval by district voters of an
increased operating levy is now generating approximately $2.4
million per year in additional revenue, equal to approximately 7%
of 2013 operating revenues. Although Fitch views this positively,
the district remains vulnerable due to its challenged position in
a competitive market with no financial flexibility.
STRONG UNDERLYING TAX BASE OF LIMITED BENEFIT
The district's underlying tax base is large and diverse, but was
severely impacted by the recession. Taxable assessed values (TAV)
fell by one-third between 2008 and 2013 before a 9.2% increase in
2014. The district's tax revenues are protected by a levy that
adjusts automatically to compensate for changes in TAV, and have
been relatively stable. However, given the district's weak
financial position, the strong underlying tax base and GO pledge
is of limited benefit due to the potential disruption of debt
service payments in an insolvency situation.
TAV declines since 2008, in combination with voters' 2013 approval
of a levy increase, have pushed overlapping tax rates closer to
the constitutional limit of $5.90/$1,000 TAV. In 2009 the highest
levy among the district's tax rate areas was $4.01/$1,000 but by
2014 the highest levy had risen to $5.52/$1,000. As a junior
taxing entity, the district could be required to reduce its levy
if overlapping tax rates exceeded the $5.90/$1,000 limit.
Direct and overlapping debt levels for the district are moderate
at approximately $3,644 per capita and 3.7% of TAV. Amortization
is below average as a result of the district's 2009 issuance of
additional GO debt, with 37% of outstanding principal due for
payment within 10 years. Debt service requirements for the
district are small relative to the size of its operations, and
accounted for approximately 3.4% of expenditures in 2013.
SPANSION INC: To Be Acquired by Cypress for $1.6 Billion
--------------------------------------------------------
Michael Perrault at Investor's Business Daily reports that Cypress
Semiconductor said Monday it is buying Spansion Inc. for $1.6
billion to form a company specializing in microcontrollers and
flash-memory chips with combined yearly sales of more than $2
billion.
According to Business Daily, the all-stock deal is expected to
close in the first half of 2015 pending stockholder and regulator
approval.
Business Daily relates that Spansion shareholders will get 2.457
Cypress shares for each Spansion share they own. The report says
that shareholders of each company will own approximately 50% of
the post-merger company.
The new company, Business Daily reports, will have a new eight-
person board of directors comprised of four directors from each
company. According to the report, Spansion CEO John Kispert will
serve on an eight-person board in the combined company. The
report adds that Spansion chairperson Ray Bingham will serve as
the non-executive chairman.
Business Daily states that Spansion said it was advised by
Jefferies LLC, Morgan Stanley & Co. and the law firms Fenwick &
West and Latham & Watkins. Cypress, Business Daily relates, said
it received advice from investment bank Qatalyst Partners and the
law firm Wilson Sonsini Goodrich & Rosati.
About Spansion
Spansion Inc. -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 bankruptcy on March 1, 2009 (Bankr. D.
Del. Lead Case No. 09-10690). On Feb. 9, 2009, Spansion's
Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into
a proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, served as bankruptcy counsel. Michael R.
Lastowski, Esq., at Duane Morris LLP, served as the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee appointed an official committee of
unsecured creditors in the case. As of Sept. 30, 2008, Spansion
disclosed total assets of US$3,840,000,000, and total debts of
US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. Spansion
Japan had US$10 million to US$50 million in assets and US$50
million to US$100 million in debts.
Spansion submitted its first plan of reorganization on Oct. 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on Dec. 22, 2009. Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.
Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt. Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.
SPECTRUM BRANDS: Fitch Expects to Rate EUR150MM Loan 'BB+'
----------------------------------------------------------
Fitch Ratings expects to rate Spectrum Brands, Inc.'s EUR150
million (approximately US$187 million) senior secured term loan
'BB+' and the $250 million 6.125% unsecured notes maturing in
December 2024 'BB-'. Proceeds will be used to refinance short-
term debt, pay for acquisitions, and for general corporate
purposes.
Near its fiscal year end, Spectrum announced the $32 million
acquisition of Tell Manufacturing, Inc. (Tell) in the door and
hardware sector which closed on Oct. 2, 2014, and the pending
acquisition of Procter & Gamble's European pet food business. The
pet food transaction is expected to close in the second quarter of
Spectrum's fiscal 2015 year. The Tells acquisition was financed
mainly with short-term debt.
The notes will be guaranteed by Spectrum Brands' direct parent
company, SB/RH Holdings, LLC, as well as by existing and future
domestic subsidiaries. All other material terms, conditions and
covenants related to the term loan and the notes are materially
the same as the existing debt instruments. However, Fitch notes a
modest increase in financial flexibility to incur debt to the $500
million range at the foreign subsidiary level while the $300
million 6.75% notes maturing in 2020 limit structural
subordination to $250 million. The notes contain the standard
repurchase upon change of control language found in Spectrum's
other unsecured notes.
RATING RATIONALE
Leverage Increases, Remains Appropriate for Category
Spectrum's 'BB-' rating and Stable Outlook is supported by its
solid track record of improving margins, low single-digit organic
growth rates since 2009, and ample levels of free cash flow (FCF)
that has been used to reduce debt. The rating and Outlook also
consider the firm's value-based market strategy which resonates
well with challenged consumers in developed markets.
Spectrum's leverage increased to the mid-6x range at December 2012
after purchasing Stanley Black & Decker, Inc.'s Hardware & Home
Improvement Group (HHI) for $1.4 billion. Fitch expected leverage
of sub-4.5x at the fiscal year ended Sept. 30, 2014. LTM leverage
of approximately 4.2x is better than expected given EBITDA growth
and the company directing more than $200 million to debt
reduction. On a pro forma basis at September 2014, leverage would
be in the 4.7x range but is likely to be moderately less with a
full year of EBITDA from the pet food and Tell acquisitions.
Fitch expects Spectrum to operate at the sub-4.5x level or less
going forward, given the firm's strong cash generation,
Improved FCF:
Spectrum's FCF (including dividends) improved to the $300 million
range in 2014 and met Fitch's expectations with increased sales,
greater cost control efforts and higher margins from the HHI
acquisition. Fitch expects FCF to remain in this range, with the
bulk directed towards debt reduction.
Corporate Governance:
Spectrum is a controlled company. Harbinger Group Inc. (HRG,
Fitch Issuer Default Rating (IDR) 'B'/Outlook Positive) owns
approximately 59% of Spectrum. HRG has pledged a portion of its
spectrum shares as collateral for its own debt, and is also
dependent on its portfolio companies for cash flow. However,
restrictive and financial covenants in Spectrum's debt facilities,
as well as HRG's focus on maintaining moderate debt levels at its
portfolio companies, should preserve good credit protection
measures.
Acquisitive Posture:
Spectrum has been acquisitive, closing both transformational
acquisitions such as HHI and a myriad of bolt-on deals over the
past four years. As a result, there has and could be periodic
increases in leverage. However, Fitch believes that the company's
acquisitions have been accretive and well-integrated.
RATING SENSITIVITIES
Negative: Any change in financial strategy such that leverage is
consistently and materially higher than mid-4x levels would be of
concern and may have negative rating implications. This is likely
to be driven by transformative acquisitions which, while they may
make strategic sense, could limit financial flexibility.
Positive: Spectrum's business momentum and credit protection
measures are improving. Leverage is expected to be below 4.5x
next year with FCF (including dividends) in the $300 million range
going forward. There is potential for leverage to trend to less
than 3x given the company's cash flow generation. However, recent
history has shown this likelihood to be low and perhaps not
sustainable if achieved, given the company's acquisitive posture.
The potential for an upgrade is low.
Fitch currently rates Spectrum as:
-- Long-term IDR 'BB-';
-- $400 million senior secured asset backed revolver (ABL) due
May 24, 2017 'BB+';
-- $510 million senior secured term loan C due Sept. 4, 2019
'BB+;
-- $648 million senior secured term loan A due Sept. 4, 2017
'BB+'
-- $520 million 6.375% senior unsecured notes due Nov. 15, 2020
'BB-';
-- $570 million 6.625% senior unsecured notes due Nov. 15, 2022
'BB-';
-- $300 million 6.75% senior unsecured notes due March 15, 2020
'BB-'
Fitch currently rates Spectrum Canada as:
-- Long-term IDR 'BB-';
-- $34 million senior secured term loan B due Dec. 17, 2019
'BB+'.
Fitch currently rates Spectrum Brands Europe GmbH as:
-- Euro 225M (USD$283 million) senior secured term loan due
Sept. 4, 2019 'BB+'.
SRKO FAMILY: 2nd Amended Chapter 11 Plan Declared Effective Nov. 4
------------------------------------------------------------------
The SRKO Family Limited Partnership informed the U.S. Bankruptcy
Court for the District of Colorado that its second amended Chapter
11 plan of reorganization became effective as of Nov. 4, 2014.
Professional fee claim and administrative expense claim must be
filed before Jan. 5, 2015, and Dec. 4, 2014, respectively.
About The SRKO Family LP
The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado. SRKO Family is the owner of
the financially troubled Colorado Crossing project. The Company
was run by Colorado Springs developer Jannie Richardson.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010. The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date. Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.
On March 25, 2010, Jannie Richardson filed a Chapter 11 petition
in the Court commencing the Richardson bankruptcy case. C. Randel
Lewis was appointed as the Chapter 11 trustee in the Richardson
case on Jan. 28, 2011.
On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case was named as the manager of
the Debtor's general partner. Craig A. Christensen, Esq., at
Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11
trustee of the Jannie Richardson bankruptcy estate.
SUFFOLK REGIONAL: Judge Approves Chapter 9 Bankruptcy Plan
----------------------------------------------------------
In a milestone representation, McKenna Long & Alddridge has
successfully represented the municipal debtor in the first-ever
Chapter 9 bankruptcy debt adjustment plan confirmed in New York
State.
The firm has acted as debtor's counsel to the Suffolk Regional
Off-Track Betting Corporation -- a New York public benefit
corporation -- whose Long Island-based betting operations were
reorganized and expanded to include a Video Lottery Terminal
casino (VLT Casino).
On October 31, 2014, Chief Bankruptcy Judge Carla E. Craig,
overseeing the Suffolk filing, approved the $100 million plan of
reorganization; the plan closed that same day and became effective
November 3, 2014. The appeals process concluded on November 14,
2014.
The plan includes the development of a new electronic slot machine
VLT Casino to be built in the hamlet of Medford, in the town of
Brookhaven, in Suffolk County on Long Island. The Medford VLT
Casino, slated to open by late 2015, expects to retain many of the
employees who work at Suffolk OTB and add hundreds of additional
VLT Casino workers.
Development of the VLT Casino will also create numerous
construction jobs over the next 12 months.
McKenna Long bankruptcy partner Chris Graham, who led the legal
team representing Suffolk OTB for nearly four years, hailed the
plan for paying creditors back in full as well as for creating new
jobs resulting from construction and operation of the new gaming
facility.
"This is an exceptional plan in settling the legacy debts of
Suffolk OTB while establishing a new revenue stream and source of
economic development for Suffolk County," he said. "We're
extremely pleased to have played a key role in what has turned out
to be an historic municipal reorganization."
Mr. Graham also praised the collective efforts of all the parties
involved -- including the management team at Suffolk OTB, the New
York State Racing Association, which chaired the Creditors'
Committee, as well as the Teamsters' Union, New York State and
Suffolk County. "Everyone ultimately understood the common
interests at stake in reaching a workable plan that was fair to
all constituents," he said.
The plan calls for Suffolk OTB to take a $65 million loan from
Delaware North Companies Gaming & Entertainment, Inc. (Delaware
North), the company selected to manage the new VLT Casino. Suffolk
OTB will also have access to a follow-on line of credit, up to an
additional $11.4 million, if needed. Mr. Graham noted that
creditors, who are still owed some $21 million from the legacy
debts, are expected to be paid back through the profits of the new
VLT Casino operation, with all remaining profits flowing into
Suffolk County's coffers.
James McManmon, general counsel of Suffolk OTB, commented: "As has
been shown in other recent Chapter 9 cases, municipal
reorganizations can be especially challenging given the divergent
perspectives of the public and private stakeholders involved.
That makes the outcome of our plan for Suffolk OTB especially
gratifying, given the full return to creditors generated by the
new gaming facility that will also bring added jobs and a welcome
entertainment destination to Suffolk County. We could not have
achieved this spectacular result without the incredible work of
McKenna Long -- particularly Chris Graham -- whose timely and
peerless advice impressively guided us through our complicated
bankruptcy case."
Suffolk OTB's president, Philip C. Nolan, and its general counsel,
James McManmon, led the executive management team of Suffolk OTB
through its landmark case. Mr. Nolan said "It was a very
difficult case, but we succeeded in large part due to the hard
work and dedication of our people, particularly Jim McManmon, our
general counsel, who worked tirelessly on the case."
Suffolk OT's case was heard in the U.S. Bankruptcy Court for the
Eastern District of New York, Chief Judge Carla E. Craig
presiding. The case is captioned In re: Suffolk Regional OTB.
The Creditors Committee was represented by Marc Richards and
Andrew Eckstein of Blank Rome.
Mr. Graham is one of the deans of the New York bankruptcy bar,
having practiced for more than 32 years, with a long list of
successful representations on behalf of debtors, creditors,
trustees and buyers. He also serves as managing partner of
McKenna Long's New York City and Albany offices.
About McKenna Long & Aldridge LLP
McKenna Long & Aldridge LLP -- http://wwww.mckennalong.com-- is
an international law firm with more than 500 attorneys and public
policy advisors in 15 offices and 13 markets. The firm represents
clients in the areas of complex litigation, corporate law, energy,
environment, finance, government contracts, health care,
infrastructure, insurance, intellectual property, private client
services, public policy, real estate, and technology.
About Suffolk Regional
Suffolk Regional Off-Track Betting Corporation filed a Chapter 9
petition (Bankr. E.D.N.Y. Case No. 12-73029) on May 11, 2012, in
Central Islip, New York. In its petition, the Debtor estimated
its assets and debts at $10 million to $50 million. The petition
was signed by Jeffrey A. Casale, president and CEO. Christopher
F. Graham, Esq., at McKenna Long & Aldridge LLP serves as the
Debtor's bankruptcy counsel.
Suffolk OTB is one of five separately governed off-track betting
corporations in the State of New York. Headquartered in Hauppauge,
Suffolk OTB operates six regular branches throughout the County of
Suffolk. Suffolk OTB opened its first branch in April 1975, five
years after the New York Legislature authorized the creation of
the first OTB in New York City. In addition to its regular
branches, Suffolk OTB has 19 Qwik Bet (machine betting) locations,
a tele-theater and a telephone account wagering operation.
On March 18, 2011, Suffolk OTB filed a voluntary petition for
relief under Chapter 9 (Case No. 11-42250-CEC). The case was
dismissed in December 2011 following an objection by Churchill
Downs Incorporated. The Debtor appealed the order although in May
2012 the parties agreed to voluntarily dismiss the appeal.
While the appeal was pending, the New York Legislature amended the
Racing Law to specifically authorize Suffolk OTB to be a debtor
under Chapter 9.
Accordingly, the Suffolk OTB filed a new Chapter 9 petition to
implement a debt-adjustment plan that includes attempting to
resolve claims, executing cost-cutting measures and reducing
expenses.
TACTICAL INTERMEDIATE: Amended Plan Declared Effective Nov. 28
--------------------------------------------------------------
Tactical Intermediate Holdings Inc. and its debtor affiliates
notified the U.S. Bankruptcy Court for the District of Delaware
that their first amended Chapter 11 plan of liquidation became
effective on Nov. 28, 2014, and the transactions contemplated in
that plan were effectuated.
All professional claims incurred in connection with services
rendered prior to and including the effective date must be filed
with the Court and served on the Debtors and notice parties no
later than Dec. 8, 2014. A hearing on all final requests for
payment of professional claims will be held on Dec. 29, 2014 at
11:00 a.m.
As reported in the Troubled Company Reporter on Nov. 17, 2014,
the Hon. Kevin Gross confirmed the Debtors' amended Chapter 11
liquidation plan. The Plan reflects an agreement among the
Debtors, the Prepetition Senior Secured Lender, the Secured
Noteholder, the Sponsor, and the Official Committee of Unsecured
Creditors, pursuant to which a cash fund of $300,000 will be
provided for payment of allowed general unsecured claims. In
addition, holders of general unsecured claims will receive their
pro rata share of any recoveries from Third-Party Claims not
released under the Plan. The Prepetition Senior Secured Lender
and the Secured Noteholder have also agreed to waive their right
to receive a distribution on account of their deficiency claims,
which totaled more than $43 million in the aggregate.
Under the Plan, holders of general unsecured claims will recover
approximately 3.3% of the total amount of their allowed claims,
while the Prepetition Senior Secured Claim will recover
approximately 27% of the total amount of its allowed claim.
About Tactical Intermediate
Tactical Intermediate Holdings, Inc., and its affiliates'
operations are comprised of two major lines of business -- a
footwear line, and a fabric and clothing line, including flame
resistant material ("Massif").
Footwear is comprised of the Altama group ("Altama") and the
Wellco Group ("Wellco"). Wellco was founded in 1941 and
manufactures and sells combat boots, primarily for the United
States Military as well as commercial uniform and work boots for a
variety of customers. Altama was founded in 1969 and manufactures
and sells boots for the United States and international militaries
as well as for federal, state and local agencies, military
schools, police, uniform shops and Army/Navy retailers.
Headquartered in Ashland, Oregon, Massif was founded in 1999 by a
group of veteran search and rescue team members and alpine
climbers who believed that the options for sanctioned fire
resistant protective gear at the time were too limited. Massif is
a world leader in supplying flame resistant and high performance
outdoor apparel to the military, law enforcement, search and
rescue professionals, and the wildland firefighting community.
Tactical Intermediate Holdings, Inc., and its affiliates sought
Chapter 11 protection in Delaware on July 8, 2014, with plans to
quickly sell their assets.
Judge Kevin Gross is assigned to the Chapter 11 cases. The
Debtors have requested joint administration of the cases under
Case No. 14-11659.
The Debtors have tapped Klehr Harrison Harvey Branzburg LLP as
counsel, FTI Consulting, Inc., as financial advisor, Houlihan
Lokey Capital, Inc., as investment banker, and PrimeClerk as
claims and noticing agent.
Massif Apparel Enterprises LLC, the entity formed by Sun Capital
Partners Group V LLC, to serve as stalking horse bid for Massif's
assets, is represented by Corey Fox, Esq., Brad Weiland, Esq., and
Gregory F. Fesce, Esq., at Kirkland & Ellis LLP.
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to serve in the official committee of unsecured
creditors in the Chapter 11 cases of Tactical Intermediate
Holdings, Inc., et al.
An official committee of unsecured creditors was appointed in the
case of S.B. Restaurant Co. Debtors' cases. The panel comprises
of (1) General Growth Properties Inc., c/o Julie Minnick Bowden of
Chicago, IL; (2) The Macerich Company, c/o Bill Palmer of
Pittsford, NY; and (3) Global Media Group c/o Mark Torres of
Rancho Santa Margarita, CA. The Committee retained Cooley LP as
its counsel.
TASC INC: S&P Assigns 'B+' Rating on $495-Mil. 1st Lien Debt
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '2' recovery rating to Chantilly, Va.-based TASC Inc.'s
incremental $495 million first-lien credit facility (consisting of
a $435 million first-lien term loan and a $60 million revolving
credit facility). The '2' recovery rating indicates S&P's
expectation for substantial (70%-90%) recovery in the event of a
payment default. S&P also assigned its 'CCC+' issue-level rating
and '6' recovery rating to the company's incremental $150 million
second-lien credit facility. The '6' recovery rating indicates
S&P's expectation for negligible (0%-10%) recovery in the event of
a payment default. At the same time, S&P placed the first- and
second-lien issue ratings on CreditWatch with positive
implications.
On Oct. 28, 2014, Engility Holdings Inc. announced that it will
merge with TASC in an all-stock transaction valued at $1.1
billion, including the assumption of TASC's debt. Proceeds from
the incremental first- and second-lien term loans will be used to
fund about $207 million of dividends to the shareholders of
Engility, to establish the equity ownership profile required to
preserve a favorable tax asset, and repay Engility's existing
senior secured debt outstanding of $322 million, once the merger
between TASC and Engility is consummated. The merger is expected
to close in the first quarter of 2015.
S&P assigned its 'B+' corporate credit rating today to Engility.
At the close of the merger transaction, TASC will become a
subsidiary of Engility.
S&P's ratings on TASC Inc.'s existing first- and second-lien
senior secured credit facilities remain on CreditWatch, where S&P
placed them with positive implications on Nov. 4, 2014.
S&P expects to resolve the CreditWatch placement once the merger
transaction between TASC and Engility is complete. At that time,
S&P expects to raise its issue-level rating on TASC's existing
first-lien credit facilities to 'BB-' from 'B+' and to maintain
the recovery rating at '2'. S&P also expects to raise its issue-
level rating on TASC's second-lien senior secured credit
facilities to 'B-' from 'CCC+' and maintain the recovery rating at
'6'. At that time, S&P will also withdraw its corporate credit
rating on TASC.
RATINGS LIST
TASC Inc.
Corporate Credit Rating B/Negative/--
New Rating
TASC Inc.
$435 mil. first-lien term loan
Senior Secured B+
Recovery Rating 2
$60 mil. revolver
Senior Secured B+
Recovery Rating 2
$150 mil. second-lien credit facility
Senior Secured CCC+
Recovery Rating 6
TEARLAB CORP: Incurs $5.78-Mil. Net Loss for Third Quarter
----------------------------------------------------------
TearLab Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $5.78 million on $5.21 million of revenue for the three
months ended Sept. 30, 2014, compared with a net loss of
$4.24 million on $4.21 million of revenue for the same period
during the prior year.
The Company's balance sheet at Sept. 30, 2014, showed
$36.6 million in total assets, $6.1 million in total liabilities,
$250,000 in exchange right, and total stockholders' equity of
$30.2 million.
The Company has sustained substantial losses of $16.8 million for
the nine months ended Sept. 30, 2014 and $29 million for the year
ended Dec. 31, 2013. Its limited working capital and history of
losses have resulted in doubts as to whether it will be able to
continue as a going concern, according to the regulatory filing.
A copy of the Form 10-Q is available at:
http://is.gd/Cpc1FF
San Diego-Calif.-based TearLab Corporation is an in vitro
diagnostic company that has developed a proprietary tear testing
platform, the TearLab(R) Osmolarity System. The TearLab test
measures tear film osmolarity for diagnosis of Dry Eye Disease, or
DED.
TENNECO INC: Fitch Assigns BB Rating on $225MM Sr. Unsecured Notes
------------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB' to Tenneco Inc.'s
(TEN) $225 million in proposed senior unsecured notes due 2024.
KEY RATING DRIVERS
TEN intends to use proceeds from the proposed notes to fund the
tender offer for its existing $225 million in 7.25% senior
unsecured notes due 2018. TEN announced the tender offer and a
consent solicitation on Nov. 20, 2014. The consent solicitation
expires on Dec. 4, 2014 and the tender offer expires on Dec. 19,
2014. The proposed notes will be guaranteed by TEN's wholly-owned
domestic subsidiaries that also guarantee the company's secured
revolving credit facility and Term Loan A.
TEN's ratings continue to be supported by the company's market
position as a top global supplier of emission control and vehicle
suspension components, with a strong presence in both the original
equipment and aftermarket segments. In addition, tightening
regulations in a number of countries governing commercial truck
and off-highway vehicle emissions have led to increased growth
opportunities and higher profitability. In general, TEN's credit
profile is characterized by declining, but somewhat volatile,
leverage and strong liquidity. However, free cash flow margins
are relatively low. In general, TEN's lowered cost structure and
strengthened balance sheet has improved its ability to withstand
an unexpected downturn in global demand.
Primary risks to the company's credit profile include industry
cyclicality, volatile raw material costs and variability in fuel
prices. Cyclical risk is mitigated somewhat by the increased
diversification of the company's customer base and lowered cost
structure, as well as ever-tightening global emissions
regulations, which will drive growth in the market for emission
control products independent of global economic conditions. Also
mitigating risk and supporting liquidity is a lack of material
debt maturities until 2017. As noted, volatile fuel prices also
present a risk, since TEN's equipment on smaller and more fuel
efficient vehicles tends to be less profitable. As with other
auto suppliers, raw material price volatility is a risk, although
the company passes along a substantial portion of the change in
its material costs to its original equipment customers. However,
offsetting increased material costs in the aftermarket business
can be more challenging.
In the 12 months ended Sept. 30, 2014, TEN's credit profile
strengthened on continued improvement in the company's operating
performance and a modest reduction in debt. As of Sept. 30, 2014,
TEN's EBITDA leverage (as calculated by Fitch) was 1.7x, down from
2.2x at Sept. 30, 2013, while total debt declined to $1.3 billion
from $1.4 billion. FFO adjusted leverage declined to 3.2x from
3.4x. Fitch notes, however, that debt tends to rise and fall as
seasonality in the company's free cash flow leads to increased
borrowings at certain times of the year.
Free cash flow grew in the 12 months ended Sept. 30, 2014 to $173
million from $98 million a year earlier due to higher earnings and
a positive change in working capital, partially offset by higher
capital spending. Over the intermediate term, Fitch expects free
cash flow to remain positive, but it will likely be down from
recent historical levels due to a combination of increased cash
taxes, higher restructuring costs and increased capital spending
to support growing business levels. TEN has fully utilized most
of its net operating loss (NOL) tax credits in the U.S., which
will result in higher cash taxes, while restructuring actions will
have the greatest impact on cash in 2014 and 2015.
TEN's secured revolver and secured Term Loan A are both rated
'BBB-', one-notch above the company's IDR, reflecting their
substantial collateral coverage, which includes virtually all of
the company's U.S. assets and up to 66% of its first-tier foreign
subsidiaries. The company's senior unsecured notes, including the
proposed notes, are rated 'BB', one notch below the company's IDR,
to reflect the substantial amount of secured debt in the company's
capital structure. Assuming a fully-drawn revolver, about 54% of
TEN's debt would be secured, reducing potential recoveries for
unsecured creditors.
RATING SENSITIVITIES
Positive: Further developments that may, individually or
collectively, lead to a positive rating action include:
-- EBITDA leverage declining below 2.0x on a consistent basis
throughout a full year;
-- Maintaining a value-added EBITDA margin of 10% or higher;
Increasing the value-added free cash flow margin to about 5% on a
consistent basis.
Negative: Further developments that may, individually or
collectively, lead to a negative rating action include:
-- A severe decline in global vehicle production that leads to
reduced demand for TEN's products;
-- An increase in EBITDA leverage to above 2.5x for a prolonged
period;
-- A decline in the company's value-added EBITDA margin below
8%;
-- A prolonged period of negative free cash flow that erodes
the company's liquidity.
Fitch currently rates Tenneco Inc. as:
IDR 'BB+';
Secured Term Loan A 'BBB-';
Secured revolving credit facility 'BBB-';
Senior unsecured notes 'BB'.
The Rating Outlook is Stable.
TRACK GROUP: Acquires G2 Research for C$4.6 Million
---------------------------------------------------
Track Group has acquired G2 Research, a global provider of
analytical software with solutions ranging from data analysis and
reporting to advanced predictive analytics. The transaction was
finalized on Nov. 26, 2014, for a total of up to C$4.6 million in
a combination of cash and stock.
With this acquisition, Track Group will integrate G2 Research's
executive leadership and employees who will remain in Halifax,
Nova Scotia Canada where G2 Research is currently headquartered.
This will enable Track Group to deliver sophisticated analysis and
detailed interpretation of data to improve performance across its
current customer base including National Security, Law
Enforcement, Community Corrections, and Health Research and will
enable the company to rapidly enter adjacent markets.
"We are proud to announce our acquisition of G2 Research, an
industry leader in analytics," said Guy Dubois, Chairman, Track
Group. "Today, our customers are faced with substantial
challenges as it relates to extracting meaningful information from
the mass of data accumulated. With G2 Research onboard, Track
Group will address these challenges holistically by offering
advanced capabilities in managing big data to improve decision-
making and efficiency."
"Track Group was the best company for us to partner with," stated
Tom Gilgan, co-founder and CEO, G2 Research. "Joining a global,
market leader will enhance our ability to create and develop
leading-edge technology that helps our customers fight crime and
reduce recidivism," said Gilgan.
About Track Group
Track Group (formerly SecureAlert) is a global provider of
customizable tracking solutions that leverage real-time tracking
data, best-practice monitoring, and analytics capabilities to
create complete, end-to-end solutions. Visit Web site
http://www.trackgrp.com/.
SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.95 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.93 million for the fiscal year ended Sept. 30,
2012.
As of June 30, 2014, the Company had $50.71 million in total
assets, $27.48 million in total liabilities and $23.22 million in
total equity.
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013. The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit. These conditions raise substantial doubt
about its ability to continue as a going concern.
TRUMP ENTERTAINMENT: Wants Lease-Related Decisions by April 2015
----------------------------------------------------------------
Trump Entertainment Resorts Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to further
extend their deadline to assume or reject unexpired leases of non-
residential real property until April 7, 2015.
The Debtors say they were parties to approximately 10 real
property leases. The Debtors note they have not had sufficient
time to determine whether the real property leases should
ultimately be assumed or rejected.
According to the Debtors, absence of an extension period, they
could be forced to prematurely assume real property leases that
may later prove to be burdensome, which could give rise to large
administrative expense claims against the Debtors' estates and
hamper the Debtors' ability to successfully prosecute these
Chapter 11 cases. Alternatively, the Debtors could be forced to
prematurely reject certain Real Property Leases that ultimately
could have benefited the Debtors' estates and, upon confirmation
of the Plan, the reorganized Debtors. The extension requested
herein will decrease the risk of such negative outcomes for the
Debtors' estates.
A hearing is set for Dec. 19, 2014, at 10:00 a.m. (ET) to consider
the Debtors' extension request. Objections, if any, are due Dec.
10, 2014 at 4:00 p.m. (ET).
TRUMP ENTERTAINMENT: Conversion Hearing Pushed Back 1 Week
----------------------------------------------------------
The hearing to determine whether Trump Entertainment Resorts
Inc.'s Chapter 11 case should be converted to Chapter 7 has been
pushed back to next week, according to various news sources.
Peg Brickley, writing for The Wall Street Journal, reported that
the hearing has been reset to the day before the planned closure
of the company's last remaining casino, the Trump Taj Mahal in
Atlantic City. The company has said Trump Taj Mahal would close
on Dec. 12.
According to the Journal, Judge Kevin Gross has ordered Trump
Entertainment to show up in court with evidence it has financing
for a turnaround and a with way to save the Taj Mahal from joining
the ranks of closed gambling halls along the Atlantic City
Boardwalk. The judge said that if the company doesn't have the
money or a way to keep the casino operating, he will push Trump
Entertainment into Chapter 7 bankruptcy liquidation, the report
related.
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.
The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors. The Committee tapped
Gibbons P.C. as its co-counsel, the Law Office of Nathan A.
Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.
TRUMP ENTERTAINMENT: Carl Icahn Reaches Out to Union to Get Deal
----------------------------------------------------------------
Inquisitr reports that Carl Icahn wrote a letter to Trump Taj
Mahal's union president, Bob McDevitt, saying he would be willing
to invest in order to prevent the casion from closing on Dec. 21,
2014.
According to Inquisitr, Mr. Icahn said in the letter, "As you
know, it's impossible for me to invest in the Taj Mahal while the
appeal is pending, and even if you win the appeal, all it will do
is ensure that the Taj Mahal closes. Do you really want your
legacy, and that of Local 54, to be defined by closing the Taj and
putting 3,000 people out of work unnecessarily? There is no time
left to negotiate, and that is why the company and I have put
everything on the table."
As reported by the Troubled Company Reporter on Nov. 26, 2014,
Law360 reported that a Delaware federal judge certified a direct
appeal to the Third Circuit in Trump Entertainment Resorts'
bankruptcy proceedings for Unite Here Local 54, whose collective
bargaining agreement was thrown out to save Trump Entertainment
more than $14.5 million.
The New Jersey Herald quoted Mr. Icahn as saying, "Bob, as you
know, this is a bad investment for me at this time, evidenced by
the fact that no one else is willing to invest even a dime. I'm
amazed that the union is unwilling to agree to a company proposal
that restores two years of health care, provides a new pension,
keeps the Taj open and saves 3,000 jobs -- basically ALL of the
things that you and Senator Sweeney have asked for -- if you just
withdraw the appeal and give us labor peace."
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.
The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors. The Committee tapped
Gibbons P.C. as its co-counsel, the Law Office of Nathan A.
Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.
VICTORY ENERGY: Presented at LD Micro Investor Conference
---------------------------------------------------------
During Dec. 2-4, 2014, representatives of Victory Energy
Corporation made a presentation at the LD Micro Investor
Conference in Los Angeles, CA. The presentation was posted on the
Company's Web site at www.vyey.com under the "Investors" tab, a
copy of which is available for free at http://is.gd/meGJSd
About Victory Energy
Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties. Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.
Victory Energy reported a net loss of $2.11 million on $735,413 of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $7.09 million on $326,384 of total revenues in 2012.
The Company's balance sheet at June 30, 2014, showed $5.02 million
in total assets, $1.29 million in total liabilities and $3.72
million in total stockholders' equity.
Weaver & Tidwell, LLP, in Fort Worth, Texas, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013. The independent auditors noted
that the Company has experienced recurring losses since its
inception and has an accumulated deficit. These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.
VIGGLE INC: Partners With HGTV to Amplify TV Viewing Experience
---------------------------------------------------------------
Viggle Inc. announced a strategic marketing partnership with HGTV
to create a cross-marketing platform to increase audience adoption
and enhance HGTV viewers' experience by providing them with
exclusive points and rewards for engaging with HGTV programming
across the Viggle Inc. platform, including the free Viggle app,
Wetpaint.com and Viggle Reminders.
Fans who check-in to HGTV show while using the Viggle app will
receive bonus points and top-earning fans will be rewarded with
HGTV prizes. The partnership includes the following key
components:
* Loyalty & Engagement: Viewers will earn 4X points for
checking into any primetime HGTV programs from 8PM - 11PM
ET/PT with the Viggle app, available on iOS, Android and
Windows. Viggle will also produce play-along experiences for
key HGTV programs to keep users engaged while tuned-in.
Wetpaint will create custom articles and videos so fans can
engage with HGTV before and after the shows.
* Rewards: Fans who check-in the most to HGTV programs will
earn top fan status and receive exclusive HGTV prizes and
rewards from Viggle.
* Tune-In Reminder & Social Tools: HGTV will have access to
Viggle's suite of Publisher Tools, including one click
Reminders and Set DVR functionality across all its marketing
channels, the ability to add Viggle Point earning
capabilities across its own channels, and the use of Viggle
Inc.'s proprietary Social Distribution technology.
* Marketing: HGTV and Viggle will co-promote the special
benefits on Viggle, as well as HGTV priority programming.
* Data: HGTV will leverage check-in data to gain insights
around viewing behavior and engagement.
"We're thrilled to partner with one of the leading cable networks
to offer engaging experiences and rewards for their top viewers,"
said Greg Consiglio, president and COO of Viggle Inc. "We are
constantly seeking innovative ways to make the TV experience more
engaging and rewarding and this partnership exemplifies those
goals on several levels. HGTV's content is perfectly aligned for
us to create unique promotions across the Viggle platform and our
newly announced publisher tools will help fans of these shows to
never miss an episode."
The 15-month partnership kicks off in December, with Viggle
providing the network a platform for reaching and engaging their
target audience through their mobile devices while watching TV.
"By engaging with our targeted audience across multiple platforms,
we are able to obtain key insights about our viewers beyond
demographics," said Shannon Driver, SVP of Marketing and Creative
at Scripps Interactive. "The Viggle platform offers innovative
loyalty solutions with targeting, reaching our core audience on
their mobile devices while they watch TV, and we are excited to be
able to offer this opportunity to our viewers."
About Viggle
New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system. Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.
Viggle reported a net loss of $68.4 million on $18.0 million of
revenues for the year ended June 30, 2014, compared with a net
loss of $91.4 million on $13.9 million of revenues for the year
ended June 30, 2013.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014. The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.
WAVE SYSTEMS: Issues Statement on Chairman's Death
--------------------------------------------------
Wave Systems Corp. said it is saddened by the unfortunate passing
on November 29, of long-time Chairman and member of the Company's
Board of Directors, John E. Bagalay, Jr., Ph.D.
"Mr. Bagalay had been a valued member of the Board since 1993 and
Chairman of the Board since 2003. He will be remembered for the
many significant contributions he had made to the company over the
past 20 years."
"We are deeply saddened by John's passing, and we have been
immensely privileged to benefit from his support and contributions
to the company for so many years," said Bill Solms, Wave's
President and CEO. "We will truly miss him, and we will miss the
wisdom he always shared with us. Our thoughts and prayers are
with his family."
About Wave Systems
Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.
Wave Systems reported a net loss of $20.32 million in 2013, a net
loss of $33.96 million in 2012 and a net loss of $10.79 million in
2011.
KPMG LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013. The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.
WPCS INTERNATIONAL: Eliminates All Secured Debt
-----------------------------------------------
WPCS International Incorporated provided shareholders with an
update on its continuing restructuring initiatives. As a result
of certain strategic steps, WPCS has eliminated all of its
approximately $1.4 million in secured debt.
On Nov. 26, 2014, WPCS sold all of its ownership interest in its
subsidiary BTX Trader, LLC, to its founders, Divya Thakur and Ilya
Subkhankulov. Pursuant to the securities purchase agreement, the
Buyers acquired all of the common equity units of BTX from WPCS in
exchange for the cancellation of senior secured convertible notes
issued by WPCS in the aggregate principal amount of $439,408. In
addition, $500,000 of secured promissory notes owed to the Buyers
by BTX are no longer a liability of WPCS. Additionally, as
previously reported, between September and November 2014, WPCS
entered into a series of amendment, waiver and exchange agreements
with the other holders of the senior secured convertible notes,
pursuant to which they converted, in the aggregate, $458,930 of
Senior Secured Notes into Series E and E-1 Preferred Shares.
Based on these transactions, WPCS no longer has any secured debt
on its balance sheet.
Sebastian Giordano, Interim CEO of WPCS, commented, "After nearly
a year of development and investment in BTX, we have made a
strategic decision to exit this business. We knew when we entered
this business that it would take several years and substantial
funding before the BTX model could be commercially viable on its
own, and we were fully committed to executing that plan. However,
at present, we still do not have access to the equity markets to
raise the capital necessary to ensure BTX is adequately financed,
nor do we have the liquidity to continue to fund its organic
growth and development costs internally. Moreover, new facts
relating to potential risk/reward regarding this industry have
emerged, causing us to re-evaluate our course. What became more
apparent over the past several months is the growing
unpredictability and threat of an increasingly difficult and
costly regulatory environment facing digital currency companies,
which, in our opinion, has made the industry less appealing to
sources of capital."
Sebastian Giordano concluded, "We believe that exiting BTX now,
thus eliminating the ongoing negative cashflow associated with
financing this new business venture for the foreseeable future and
paying salaries due to the Buyers under their employment
agreements, as well as extinguishing all secured debt, a key
component of our turnaround strategy since initiating the
restructuring plan in August 2013, is in the best interests of our
shareholders. As we continue to take steps to improve our balance
sheet, we believe that we will be in a better position than before
to pursue more mature business opportunities which we believe
could yield a greater valuation for all shareholders. As such, we
want to ask all our shareholders for their vote to approve WPCS'
request for an increase in the number of authorized shares of WPCS
to enable us to aggressively pursue such opportunities."
About WPCS International Incorporated
WPCS -- http://www.wpcs.com-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.
As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013.
WPCS International incurred a net loss attributable to common
shareholders of $11.16 million for the year ended April 30, 2014,
as compared with a net loss attributable to common shareholders of
$6.91 million for the year ended April 30, 2013. As of April 30,
2014, the Company had $22.02 million in total assets, $16.05
million in total liabilities and $5.96 million in total equity.
Marcum LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2014. The independent auditing firm
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
* Bankruptcy Filings in New Hampshire Drop 27% in November
----------------------------------------------------------
Bob Sanders at the New Hampshire Business Review reports that the
number of New Hampshire-based households and businesses filing for
bankruptcy dropped 27% to 165 in November 2014, compared with the
same month last year. According to Business Review, it is the
lowest recorded this year, except for August 2014, with 157
bankruptcy filings.
The Business Review relates that there have been 2,306 filings so
far this year, about 21% fewer compared with 2013.
The Business Review says that there were only three business
filings in November 2014, the lowest number since the start of the
recession in 2008. The report states that these are the November
filers:
a. Plymouth-based Harmony Metal Products North Inc., Granite
State Plasma Cutting Ltd., Harmony Land Holdings LLC,
Plymouth, which closed in 2013, filed for Chapter 11
bankruptcy protection on Nov. 6, 2014, estimating
assets at $500,000 to $1 million, and liabilities at
$100,000 to $500,000;
b. Hudson-based Fred Fuller Oil and Propane Co. Inc., filed
for Chapter 11 on Nov. 10, 2014, estimating assets at
$10 to $50 million, and liabilities at $10 to $50
million; and
c. North Conway-based 121Fit Inc. filed for Chapter 7
bankruptcy on Nov. 13, 2014, estimating assets at
$50,551, and liabilities at $1,703,949.
* Bankruptcy Filings in Rochester, NY Drop 5.2% in November
-----------------------------------------------------------
Will Astor at the Rochester Business Journal reports that filings
in the Rochester division of the U.S. Bankruptcy Court for the
Western District of New York dropped 5.2% to 127 in November 2014,
from 134 cases filed in November 2013.
The Rochester division, which also encompasses the counties of
Livingston, Ontario, Wayne, Seneca, Yates, Steuben, Schuyler and
Chemung, had 99 Chapter 7 cases, 27 Chapter 13s, and one Chapter
11 filings in November 2014, Business Journal states.
Business Journal relates that bankruptcy filings made in Rochester
were down to 1,535 in the first 11 months this year, from 1,829
during the same span in 2013.
* ESBA Named T&A's Outstanding Turnaround Firm for 2014
-------------------------------------------------------
Executive Sounding Board Associates LLC has been named a 2014
Outstanding Turnaround Firm by Turnaround & Workouts, a leading
restructuring industry publication produced by the Beard Group.
The Outstanding Turnaround Firm designation is presented to firms
annually in recognition of their outstanding achievements during
the year.
During 2014, ESBA worked with U.S. and international companies
experiencing financial or operational challenges and saved jobs in
economically disadvantaged areas. ESBA sets the standard for
achieving success for clients by increasing value and
profitability, and providing companies a path to recovery and
prosperity. The firm is consistently ranked as a top turnaround
firm in The Deal's league tables.
"We are honored to receive this prestigious designation," said
Robert D. Katz, President of ESBA. "This award would not have
been possible without the hard work and dedication of our
professional and administrative staff. The depth of our
expertise, longevity in the market and favorable reputation enable
us to serve a range of clients, from middle-market to Fortune 500
companies, both private and public."
About ESBA
ESBA is committed to delivering creative and cost effective
professional services to under-performing and/or financially
troubled businesses.
* BOOK REVIEW: Lost Prophets -- An Insider's History of the
Modern Economists
-----------------------------------------------------------
Author: Alfred L. Malabre, Jr.
Publisher: Beard Books
Softcover: 256 pages
List Price: $34.95
Review by Henry Berry
Order your personal copy today at http://is.gd/KNTLyr
Alfred Malabre's personal perspective on the U.S. economy over the
past four decades is firmly grounded in his experience and
knowledge. Economics Editor of The Wall Street Journal from 1969
to 1993 and author of its weekly "Outlook" column, Malabre was in
a singular position to follow the U.S. economy in recent decades,
have access to the major academic and political figures
responsible for economic affairs, and get behind the crucial
economic stories of the day. He brings to this critical overview
of the economy both a lively, often provocative, commentary on the
picture of the turns of the economy. To this he adds sharp
analysis and cogent explanation.
In general, Malabre does not put much stock in economists. "In
sum, the profession's record in the half century since Keynes and
White sat down at Bretton Woods [after World War II] provokes
dismay." Following this sour note, he refers to the belief of a
noted fellow economist that the Nobel Prize in this field should
be discontinued. In doing so, he also points out that the Nobel
for economics was not one originally endowed by Alfred Nobel, but
was one added at a later date funded by the central bank of Sweden
apparently in an effort to give the profession of economists the
prestige and notice of medicine, science, literature and other
Nobel categories.
Malabre's view of economists is widespread, although rarely
expressed in economic circles. It derives from the plain fact
that modern economists, even hugely influential ones such as John
Meynard Keynes, are wrong as many times as they are right. Their
economic theories have proved incomplete or shortsighted, if not
basically wrong-headed. For example, Malabre thinks of the
leading economist Milton Friedman and his "monetarist colleagues"
as "super salespeople, successfully merchandising.an economic
medicine that promised far more than it could deliver" from about
the 1960s through the Reagan years of the 1980s. But the author
not only cites how the economy has again and again disproved the
theories and exposed the irrelevance of wrong-headedness of the
policy recommendations of the most influential economists of the
day. Malabre also lays out abundant economic data and describes
contemporary marketplace and social activities to show how the
economy performs almost independently of the best analyses and
ideas of economists.
Malabre does not engage in his critiques of noted economists and
prevailing economic ideas of recent decades as an end in itself.
What emerges in all of his consistent, clear-eyed, unideological
analysis and commentary is his own broad, seasoned view of
economics-namely, the predominance of the business cycle. He
compares this with human nature, which is after all the substance
of economics often overlooked by professional and academic
economists with their focus on monetary policy, exchange rates,
inflation, and such. "The business cycle, like human nature, is
here to stay" is the lesson Malabre aims to impart to readers
interested in understanding the fundamental, abiding nature of
economics. In Lost Prophets, in language that is accessible and
jargon-free, this author, who has observed, written about, and
explained economics from all angles for several decades,
persuasively makes this point.
In addition to holding a top position at The Wall Street Journal,
Malabre is also the author of the books, Understanding the New
Economy and Beyond Our Means, which received the George S. Eccles
Prize from the Columbia Business School as the best economics book
of 1987.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com by e-mail.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts. The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2014. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***